EQ ADVISORS TRUST
497, 1999-09-03
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<PAGE>
                                               Filed Pursuant to Rule 497(c)
                                               Registration File No.: 333-17217


EQ Advisors Trust
PROSPECTUS DATED AUGUST 30, 1999

                                                                             1
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This Prospectus describes the twenty (20) Portfolios offered by EQ Advisors
Trust that you can choose as investment alternatives. 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 this Prospectus carefully before investing and keep it
for future reference. The Portfolios followed by an asterisk (*) below will not
be available for investment until October 1, 1999.


<TABLE>
<CAPTION>
<S>                                                      <C>
                    FIXED INCOME PORTFOLIOS               GLOBAL/INTERNATIONAL PORTFOLIOS
- ------------------------------------------------------   ---------------------------------
                 Alliance High Yield*                            Alliance Global*
        Alliance Intermediate Government Securities*          Alliance International*
                Alliance Money Market*
               Alliance Quality Bond*                      AGGRESSIVE EQUITY PORTFOLIOS
                                                         ---------------------------------
                                                             Alliance Aggressive Stock*
                                                            Alliance Small Cap Growth*
                                                                   EQ/Evergreen
            DOMESTIC EQUITY PORTFOLIOS
- ------------------------------------------------------

                Alliance Common Stock*
                Alliance Equity Index*                      ASSET ALLOCATION PORTFOLIOS
               Alliance Growth and Income*                 ---------------------------------
               Capital Guardian Research
              Capital Guardian U.S. Equity                      Alliance Balanced*
               EQ/Alliance Premier Growth                  Alliance Conservative Investors*
                 MFS Growth with Income                       Alliance Growth Investors*
                                                                EQ/Evergreen Foundation

</TABLE>

   See Prospectus dated May 1, 1999 for additional investment alternatives.


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

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.

Version 5 Supp



<PAGE>


Overview



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2
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 EQ ADVISORS TRUST

 This Prospectus tells you about the twenty (20) current Portfolios of the EQ
 Advisors Trust ("Trust") and the Class IA shares or Class IB shares offered by
 the Trust on behalf of each Portfolio. The Trust is an open-end management
 investment company. Each Portfolio is a separate series of the Trust with its
 own investment objective, investment strategies and risks, which are described
 in this Prospectus. Each of the current Portfolios of the Trust 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"), as well as
 insurance companies that are not affiliated with Equitable or EOC
 ("non-affiliated insurance companies") and to The Equitable Investment Plan for
 Employees, Managers and Agents ("Equitable Plan"). The prospectus is designed
 to help you make informed decisions about the Portfolios that are available
 under your Contract or under the Equitable Plan. You will find information
 about your Contract and how it works in the accompanying prospectus for the
 Contracts if you are a Contractholder or participant under a Contract.

 EQ Financial Consultants, Inc. ("EQFC") currently serves as the Manager of the
 Trust. The Board of Trustees of the Trust approved a transfer of its Investment
 Management Agreement with EQFC to Equitable, the indirect corporate parent of
 EQFC, which is expected to be completed in September 1999. Upon completion of
 the transfer, Equitable (to be referred to as the "Manager" following
 completion of the transfer, however, until completion of the transfer,
 "Manager" refers to EQFC) will serve as the Manager of the Trust subject to the
 supervision and direction of the Board of Trustees. EQFC currently has overall
 responsibility for the general management and administration of the Trust. EQFC
 and Equitable are each an investment adviser registered with the SEC under the
 Investment Advisers Act of 1940, as amended ("Advisers Act").

 Following the transfer, Equitable will serve as Manager and exercise all
 functions of the Manager as set forth in the Investment Management Agreement.
 Management of the Trust and its Board of Trustees are of the view that the
 transfer of the Investment Management Agreement from EQFC to Equitable does not
 constitute an "assignment" of that agreement as that term is defined in Section
 2(a)(4) of the 1940 Act and Section 202(a)(1) of the Advisers Act.

 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 has been granted relief by the Securities and
 Exchange Commission ("SEC") ("Multi-Manager Order") that enables the Manager
 without obtaining shareholder approval to: (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.

 The Manager and certain non-affiliated insurance companies and certain of their
 separate accounts (collectively, "Applicants") have filed applications
 requesting that the SEC approve the substitution of: (i) Class IA shares of
 certain Portfolios for Class IA shares of corresponding portfolios of The
 Hudson River Trust ("HRT"); and (ii) Class IB shares of certain Portfolios for
 Class IB shares of corresponding HRT portfolios ("Substitution Application").
 Alliance Capital Management L.P. ("Alliance") serves as Adviser for each
 Portfolio to be substituted for the corresponding HRT portfolio. Applicants
 have included, as a term of the Substitution Application, that with respect to
 those Portfolios

<PAGE>

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 for which Alliance serves as Adviser (other than EQ/Alliance Premier Growth
 Portfolio, which will not be substituted for a portfolio of HRT), the Manager
 will not: (i) terminate Alliance and select a new Adviser for those Portfolios
 or (ii) materially modify the existing investment advisory agreement without
 first either obtaining approval of shareholders for such actions or obtaining
 approval of shareholders to utilize the Multi-Manager Order.




                                               _____________ EQ Advisors Trust
<PAGE>

Table of contents



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4
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<TABLE>
<S>                                                   <C>
 1
- ---
 SUMMARY INFORMATION CONCERNING EQ
    ADVISORS TRUST                                     6
- ---------------------------------------------------    -

 2
- ---
 ABOUT THE INVESTMENT PORTFOLIOS                      16
- ---------------------------------------------------   --
    FIXED INCOME PORTFOLIOS                           19
       Alliance High Yield Portfolio                  19
       Alliance Intermediate Government Securities
          Portfolio                                   22
       Alliance Money Market Portfolio                26
       Alliance Quality Bond Portfolio                29
    DOMESTIC EQUITY PORTFOLIOS                        32
       Alliance Common Stock Portfolio                32
       Alliance Equity Index Portfolio                35
       Alliance Growth and Income Portfolio           37
       Capital Guardian Research Portfolio            40
       Capital Guardian U.S. Equity Portfolio         42
       EQ/Alliance Premier Growth Portfolio           44
       MFS Growth with Income Portfolio               46
    GLOBAL/INTERNATIONAL PORTFOLIOS                   48
       Alliance Global Portfolio                      48
       Alliance International Portfolio               51
    AGGRESSIVE EQUITY PORTFOLIOS                      54
       Alliance Aggressive Stock Portfolio            54
       Alliance Small Cap Growth Portfolio            57
       EQ/Evergreen Portfolio                         60
    ASSET ALLOCATION PORTFOLIOS                       62
       Alliance Balanced Portfolio                    63
       Alliance Conservative Investors Portfolio      66
       Alliance Growth Investors Portfolio            69
       EQ/Evergreen Foundation Portfolio              72

 3
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 MORE INFORMATION ON PRINCIPAL RISKS                  74
- ---------------------------------------------------   --

 4
- ---
 MANAGEMENT OF THE TRUST                              80
- ---------------------------------------------------   --
    The Trust                                         80
    The Manager                                       80
    Expense Limitation Agreement                      81
    The Advisers                                      82
    The Administrator                                 82
    The Transfer Agent                                83
    Brokerage Practices                               83
    Brokerage Transactions with Affiliates            83

 5
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 FUND DISTRIBUTION ARRANGEMENTS                       84
- ---------------------------------------------------   --

 6
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 PURCHASE AND REDEMPTION                              85
- ---------------------------------------------------   --

 7
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 HOW ASSETS ARE VALUED                                86
- ---------------------------------------------------   --

 8
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 TAX INFORMATION                                      87
- ---------------------------------------------------   --

 9
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 PRIOR PERFORMANCE OF EACH ADVISER                    88
- ---------------------------------------------------   --

 10
- ---
 FINANCIAL HIGHLIGHTS                                 90
- ---------------------------------------------------   --
</TABLE>

<PAGE>


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                           (Intentionally Left Blank)


<PAGE>

1 Summary information concerning EQ Advisors Trust


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6
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The following chart highlights the twenty (20) Portfolios described in this
Prospectus that you can choose as investment alternatives under your Contracts
offered by Equitable or EOC and non-affiliated insurance companies. The chart
and accompanying information identify each Portfolio's investment objective(s),
principal investment strategies, and principal risks. "More Information on
Principal Risks", which more fully describes each of the principal risks, is
provided beginning on page 74.



<TABLE>
<CAPTION>
EQ ADVISORS TRUST FIXED INCOME PORTFOLIOS
PORTFOLIO                                       INVESTMENT OBJECTIVE(S)
<S>                                             <C>
ALLIANCE HIGH YIELD
                                                Seeks to achieve a high return
                                                by maximizing current income
                                                and, to the extent consistent
                                                with that objective, capital
                                                appreciation

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES     Seeks to achieve high current
                                                income consistent with relative
                                                stability of principal through
                                                investment primarily in debt
                                                securities issued or guaranteed
                                                as to principal and interest by
                                                the U.S. Government or its
                                                agencies or instrumentalities


ALLIANCE MONEY MARKET                           Seeks to obtain a high level of
                                                current income, preserve its
                                                assets and maintain liquidity

ALLIANCE QUALITY BOND                           Seeks to achieve high current
                                                income consistent with
                                                preservation of capital by
                                                investing primarily in
                                                investment grade fixed income
                                                securities




</TABLE>
<PAGE>

                                                                           -----
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<TABLE>
<CAPTION>
PRINCIPAL INVESTMENT STRATEGIES                                PRINCIPAL RISKS
<S>                                                            <C>
High yield debt securities rated below BBB/Baa or unrated      General investment, fixed income, leveraging, loan
securities of comparable quality ("junk bonds"), common        participation and assignment, derivatives, liquidity, junk
stocks and other equity securities, foreign securities,        bond, foreign securities, small-cap and mid-cap company,
derivatives, and securities lending                            and securities lending risks

Securities issued or guaranteed by the U.S. Government,        General investment, fixed income, leveraging, derivatives,
including repurchase agreements and forward                    and securities lending risks
commitments related to U.S. Government securities, debt
securities of non-governmental issuers that own
mortgages, short sales, the purchase or sale of securities
on a when-issued or delayed delivery basis, derivatives,
and securities lending

High quality U.S. dollar-denominated money market              General investment, money market, leveraging, foreign
instruments (including foreign securities) and securities      securities, and securities lending risks
lending

Investment-grade debt securities rated at least BBB/Baa or     General investment, fixed income, convertible securities,
unrated securities of comparable quality at the time of        leveraging, derivatives, securities lending and foreign
purchase, convertible debt securities, preferred stock,        securities risks
dividend-paying common stocks, foreign securities, the
purchase or sale of securities on a when-issued,
delayed-delivery or forward commitment basis, derivatives,
and securities lending
</TABLE>

                                       ____________________  EQ Advisors Trust
<PAGE>

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8
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<TABLE>
<CAPTION>
EQ ADVISORS TRUST DOMESTIC EQUITY PORTFOLIOS
PORTFOLIO                        INVESTMENT OBJECTIVE(S)
<S>                              <C>
ALLIANCE COMMON STOCK            Seeks to achieve long-term growth of its
                                 capital and increased income

ALLIANCE EQUITY INDEX            Seeks a total return before expenses that
                                 approximates the total return performance of
                                 the S&P 500 Index, including reinvestment of
                                 dividends, at a risk level consistent with that
                                 of the S&P 500 Index

ALLIANCE GROWTH AND INCOME       Seeks to provide a high total return through a
                                 combination of current income and capital
                                 appreciation by investing primarily in
                                 income-producing common stocks and securities
                                 convertible into common stocks

CAPITAL GUARDIAN RESEARCH        Seeks long-term growth of capital

CAPITAL GUARDIAN U.S. EQUITY     Seeks long-term growth of capital

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

MFS GROWTH WITH INCOME           Seeks to provide reasonable current income and
                                 long-term growth of capital and income
</TABLE>

<PAGE>

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                                                                               9
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<TABLE>
<CAPTION>
PRINCIPAL INVESTMENT STRATEGIES                                    PRINCIPAL RISKS
<S>                                                                <C>
Stocks and other equity securities (including preferred            General investment, foreign securities, leveraging,
stocks or convertible debt) and fixed income securities            derivatives, convertible securities, small-cap and mid-cap
(including junk bonds), foreign securities, derivatives, and       company, junk bond, securities lending, and fixed income
securities lending                                                 risks Securities in the

S&P 500 Index, derivatives, and securities                         General investment, index-fund, derivatives, leveraging,
lending and securities lending risks

Stocks and securities convertible into stocks (including junk      General investment, convertible securities, leveraging,
bonds)                                                             derivatives, foreign securities, junk bond, and fixed income
                                                                   risks

Equity securities primarily of United States issuers and           General investment, growth investing, convertible
securities whose principal markets are in the United States        securities, and foreign securities risks

Equity securities primarily of United States companies with        General investment, growth investing,
convertible market capitalization greater than $1 billion at       securities, and foreign securities risks
the time of purchase

Equity securities of a limited number of large, high-quality       General investment, focused portfolio, growth investing,
companies that are likely to offer superior earnings growth        convertible securities, derivatives, and foreign
                                                                   securities risks

Equity securities (common stock, preferred stock,                  General investment, small-cap and mid-cap company,
preference stock, convertible securities, warrants and             foreign securities, and growth investing risks
risks depositary receipts)
</TABLE>




                                           ________________  EQ Advisors Trust
<PAGE>

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<TABLE>
<CAPTION>
EQ ADVISORS TRUST GLOBAL/INTERNATIONAL PORTFOLIOS
PORTFOLIO                  INVESTMENT OBJECTIVE(S)
<S>                        <C>
ALLIANCE GLOBAL            Seeks long-term growth of capital

ALLIANCE INTERNATIONAL     Seeks to achieve long-term growth of capital by
                           investing primarily in a diversified portfolio of
                           equity securities selected principally to permit
                           participation in non-U.S. companies with prospects
                           for growth

</TABLE>

<PAGE>

                                                                           -----
                                                                              11
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<TABLE>
<CAPTION>
PRINCIPAL INVESTMENT STRATEGIES                                PRINCIPAL RISKS
<S>                                                            <C>
Equity securities of U.S. and established foreign companies    General investment, foreign securities, liquidity, derivatives,
(including shares of other mutual funds investing in foreign   securities lending, and fixed income risks
securities), debt securities, derivatives, and securities
lending

Equity securities of non-U.S. companies (including those in    General investment, foreign securities, liquidity, growth
emerging markets securities) or foreign government             investing, leveraging, derivatives, securities lending, and
enterprises (including other mutual funds investing in         fixed income risks
foreign securities), debt securities, derivatives, and
securities lending)
</TABLE>


                                              ______________ EQ Advisors Trust
<PAGE>

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12
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<TABLE>
<CAPTION>
EQ ADVISORS TRUST AGGRESSIVE EQUITY PORTFOLIOS
PORTFOLIO                     INVESTMENT OBJECTIVE(S)
<S>                           <C>
ALLIANCE AGGRESSIVE STOCK     Seeks to achieve long-term growth of capital






ALLIANCE SMALL CAP GROWTH     Seeks to achieve long-term growth of capital






EQ/EVERGREEN                  Seeks capital appreciation

</TABLE>

<PAGE>

                                                                           -----
                                                                              13
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<TABLE>
<CAPTION>
PRINCIPAL INVESTMENT STRATEGIES                               PRINCIPAL RISKS
<S>                                                           <C>
Stocks and other equity securities of small and               General investment, small-cap and mid-cap company,
medium-sized companies (including securities of               growth investing, leveraging, derivatives, liquidity and
companies in cyclical industries, companies whose             foreign securities risks
securities are temporarily undervalued, companies in
special situations (e.g., change in management, new
products or changes in customer demand) and less widely
known companies)

Stocks and other equity securities of smaller companies       General investment, small-cap and mid-cap company,
and undervalued securities (including securities of           growth investing, leveraging, derivatives, liquidity and
companies in cyclical industries, companies whose             foreign securities risks
securities are temporarily undervalued, companies in
special situations (e.g., change in management, new
products or changes in customer demand) and less widely
known companies)

Common stocks offering potential for capital growth (plus     General investment, fixed income, small-cap and mid-cap
corporate bonds, notes and debentures, preferred stocks       company, and value investing risks
and convertible securities)
</TABLE>



                                           _________________ EQ Advisors Trust
<PAGE>

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<TABLE>
<CAPTION>
EQ ADVISORS TRUST ASSET ALLOCATION PORTFOLIOS

PORTFOLIO                           INVESTMENT OBJECTIVE(S)
<S>                                 <C>
ALLIANCE BALANCED                   Seeks to achieve a high return through both appreciation
                                    of capital and current income

ALLIANCE CONSERVATIVE INVESTORS     Seeks to achieve a high total return without, in the opinion
                                    of the Adviser, undue risk to principal

ALLIANCE GROWTH INVESTORS           Seeks to achieve the highest total return consistent with
                                    the Adviser's determination of reasonable risk

EQ/EVERGREEN FOUNDATION             Seeks to provide, in order of priority, reasonable income,
                                    conservation of capital and capital appreciation


</TABLE>

<PAGE>

                                                                           -----
                                                                              15
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<TABLE>
<CAPTION>
PRINCIPAL INVESTMENT STRATEGIES                                    PRINCIPAL RISKS
<S>                                                                <C>
Debt and equity securities, money market instruments,              General investment, asset allocation, fixed income,
foreign securities, derivatives, and securities lending            derivatives, leveraging, liquidity, securities
                                                                   lending, and foreign securities risks

Investment grade debt securities and equity securities of          General investment, asset allocation, fixed income,
U.S. and foreign issuers, derivatives, and securities lending      derivatives, convertible securities, liquidity, leveraging,
                                                                   securities lending, and foreign securities risks

Equity securities (including foreign stocks, preferred stocks,     General investment, asset allocation, fixed income,
convertible securities, securities of small and medium-sized       leveraging, derivatives, liquidity, convertible securities,
companies) and debt securities (including foreign debt             small-cap and mid-cap company, securities lending, junk
securities and junk bonds), derivatives, and securities            bond and foreign security risks
lending

Common stocks, preferred stocks, securities convertible            General investment and fixed income risks
into or exchangeable for common stocks, corporate debt
obligations, U.S. Government securities and short-term
debt instruments
</TABLE>




                                         _________________   EQ Advisors Trust
<PAGE>

2 About the investment portfolios



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

 Please note that:

 o  A fuller description of each of the principal risks is included in the
    section "More Information on Principal Risks," which follows the description
    of each Portfolio in this section of the Prospectus.

 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 of the Portfolios 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.


 THE BENCHMARKS

 The performance of each of the Trust's Portfolios as shown on the following
 pages compares each Portfolio's performance to that of a broad-based securities
 market index, an index of funds with similar investment objectives and/or a
 blended index. The performance shown below is from each Portfolio's predecessor
 registered investment company managed by the Adviser using the same investment
 objectives and strategies as the Portfolio. Each of the Portfolios' annualized
 rates of return are net of: (i) its investment management fees; and (ii) its
 other expenses. These rates are not representative of the actual return you
 would receive under your Equitable Contract.

 Broad-based securities indices are unmanaged and are not subject to fees and
 expenses typically associated with managed investment company portfolios.
 Broad-based securities indices are also not subject to contract and
 insurance-related expenses and charges. 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., 50% S&P
 400/50% Russell 2000 or 60% S&P 500/40% Lehman Gov't/Corp) assume a static mix
 of the two indices.

 THE LEHMAN AGGREGATE BOND INDEX ("Lehman Aggregate Bond") is an index comprised
 of investment grade fixed income securities, including U.S. Treasury,

<PAGE>

                                                                      ----------
                                                                              17
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 mortgage-backed, corporate and "Yankee" bonds (U.S. dollar-denominated bonds
 issued outside the United States).

 THE LEHMAN GOVERNMENT/CORPORATE BOND INDEX ("Lehman Gov't/Corp") represents an
 unmanaged group of securities widely regarded by investors as representative of
 the bond market.

 THE LEHMAN INTERMEDIATE GOVERNMENT BOND INDEX ("Lehman Intermediate Government
 Bonds") represents an unmanaged group of securities consisting of all U.S.
 Treasury and agency securities with remaining maturities of from one to ten
 years and issue amounts of at least $100 million outstanding.

 THE LEHMAN TREASURY BOND INDEX ("Lehman Treasury") represents an unmanaged
 group of securities consisting of all currently offered public obligations of
 the U.S. Treasury intended for distribution in the domestic market.

 THE LIPPER AVERAGES are contained in Lipper's survey of the performance of a
 large number of mutual funds. This survey is published by Lipper Analytical
 Services, Inc., a firm recognized for its reporting of performance of actively
 managed funds. According to Lipper, performance data are presented net of
 investment management fees and direct operating expenses. Performance data for
 funds which assess sales charges in other ways do not reflect deductions for
 sales charges. Performance data shown for the Portfolios does not reflect
 deduction for sales charges (which are assessed at the contract level). This
 means that to the extent that asset-based sales charges deducted by some funds
 have lowered the Lipper averages, the performance data shown for the Portfolios
 appears relatively more favorable than the performance data for the Lipper
 averages.

 THE MERRILL LYNCH HIGH YIELD MASTER INDEX ("ML Master") represents an unmanaged
 group of securities widely regarded by investors as representative of the high
 yield bond market.

 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.

 THE MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDEX ("MSCI World") is an
 arithmetic, market value-weighted average of the performance of over 1,300
 securities listed on the stock exchanges of twenty foreign countries and the
 United States.

 THE RUSSELL 2000 GROWTH INDEX ("Russell 2000 Growth") consists of that half of
 the 2,000 smallest of the 3,000 largest capitalization U.S. companies that has
 higher price-to-book ratios and higher forecasted growth. It is compiled by the
 Frank Russell Company.

 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 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
 returns reflect the reinvestment of dividends, if any, but do not reflect fees,
 brokerage commissions or other expenses of investing.

 THE STANDARD & POOR'S MIDCAP 400 INDEX ("S&P 400 MidCap") is an unmanaged
 weighted index of 400 domestic stocks chosen for market size (median market
 capitalization of about $610 million), liquidity, and industry group
 representation. The S&P 400 returns reflect the reinvestment of dividends, if
 any, but do not reflect fees, brokerage commissions or other expenses of
 investing.


                            ______________________________   EQ Advisors Trust
<PAGE>

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 THE VALUE LINE CONVERTIBLE INDEX ("Value Line Convertible") is comprised of 585
 of the most actively traded convertible bonds and preferred stocks on an
 unweighted basis.

<PAGE>

FIXED INCOME PORTFOLIOS

                                                                      ----------
                                                                              19
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 ALLIANCE HIGH YIELD PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve a high return by maximizing current
 income and, to the extent consistent with that objective, capital
 appreciation.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in diversified mix of high yield, fixed income
 securities (so-called "junk bonds"), which generally involve greater volatility
 of price and risk of principal and income than high quality fixed income
 securities. Junk bonds generally have a higher current yield but are rated
 either in the lower categories by NRSROs (i.e., rated Baa or lower by Moody's
 or BBB or lower by S&P) or are unrated securities of comparable quality.

 The Portfolio will attempt to maximize current income by taking advantage of
 market developments, yield disparities and variations in the creditworthiness
 of issuers. Substantially all of the Portfolio's investments will be income
 producing.

 The Portfolio may also make use of various other investment strategies,
 including investments in common stocks and other equity-type securities (such
 as convertible debt securities) and secured loans of its portfolio securities
 without limitation in order to enhance its current return and to reduce
 fluctuations in net asset value. The Portfolio may also use derivatives,
 including: writing covered call and put options; purchasing call and put
 options on individual fixed income securities, securities indexes and foreign
 currencies; and purchasing and selling stock index, interest rate and foreign
 currency futures contracts and options thereon. The Portfolio may also invest
 in participations and assignments of loans originally made by institutional
 lenders or lending syndicates.

 The Portfolio will not invest more than 10% of its total assets in:

 (i) fixed income securities which are rated lower than B3 or B- or their
 equivalents by one NRSRO or if unrated are of equivalent quality as determined
 by the Adviser; and

 (ii) money market instruments of any entity which has an outstanding issue of
 unsecured debt that is rated lower than B3 or B- or their equivalents by an
 NRSRO or if unrated is of equivalent quality as determined by the Adviser;
 however, this restriction will not apply to:

 o  fixed income securities which the Adviser believes have similar
    characteristics to securities which are rated B3 or higher by Moody's or B-
    or higher by S&P, or

 o  money market instruments of any entity that has an unsecured issue of
    outstanding debt which the Adviser believes has similar characteristics to
    securities which are so rated.

 In the event that any securities held by the Portfolio fall below those
 ratings, the Portfolio will not be obligated to dispose of such securities and
 may continue to hold such securities if the Adviser believes that such
 investments are considered appropriate under the circumstances.

 The Portfolio may also invest in fixed income securities that are providing
 high current yields because of risks other than credit, such as prepayment
 risks, in the case of mortgage-backed securities, or currency risks, in the
 case of non-U.S. dollar denominated foreign securities.

 When market or financial conditions warrant, the Portfolio may also make
 temporary investments in high-quality U.S. dollar-denominated money market
 instruments. Such investment strategies could result in the Portfolio not
 achieving its investment objective.

 THE PRINCIPAL RISKS

 JUNK BOND RISK: The Portfolio invests primarily in "junk bonds" or lower-rated
 securities rated BBB or lower by S&P or an equivalent rating by any other NRSRO
 or unrated securities of similar quality. Junk bonds have speculative elements
 or are predominantly speculative credit risks, therefore, credit risk is
 particularly significant for this Portfolio. Although junk bonds generally have
 higher yields than debt securities with higher credit ratings, they are high
 risk investments that may not pay interest or return principal as scheduled.
 Junk bonds generally are also less liquid and experience more price volatility
 than higher rated fixed income securities. This Portfolio may also be subject
 to


                                      _____________________  EQ Advisors Trust
<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)


- ----------
20
- --------------------------------------------------------------------------------

 greater credit risk because it may invest in debt securities issued in
 connection with corporate restructurings by highly leveraged issuers or in debt
 securities not current in the payment of interest or principal, or in default.

 FIXED INCOME RISKS: This Portfolio invests primarily in fixed income
 securities, therefore, the Portfolio's performance will be affected by changes
 in interest rates, credit risks of the issuer, the duration and maturity of the
 Portfolio's fixed income holdings, and adverse market and economic conditions.
 Other risks that relate to the Portfolio's investment in fixed income
 securities include:

    INTEREST RATE RISK: When interest rates rise, the value (i.e., share price
    and total return) 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.

    MORTGAGE-BACKED SECURITIES RISK: Rising interest rates may cause the
    duration of mortgage-backed securities to increase, making them even more
    susceptible to interest rate changes. Falling interest rates may cause the
    value and yield of mortgage-backed securities to fall. Falling interest
    rates also may encourage borrowers to pay off their mortgages sooner than
    anticipated (pre-payment). The Portfolio would need to reinvest the pre-paid
    funds at the newer, lower interest rates.

 LOAN PARTICIPATION AND ASSIGNMENT RISK: In addition to the risks associated
 with fixed income investments generally, the Portfolio's investments in loan
 participations and assignments are subject to the risk that the financial
 institution acting as agent for all interests in a loan, might fail
 financially. It is also possible that, under emerging legal theories of lender
 liability, the Portfolio could be held liable as a co-lender.

 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 are those of larger, more established companies because: the
 securities of such companies are less well-known; held primarily by insiders or
 institutional investors 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; such companies have limited financial
 resources or may depend on a few key employees; and the products of
 technologies of such companies may be at a relatively early stage of
 development or not fully tested

 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 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; expropriation or nationalization; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions.

 LEVERAGING RISK: When the Portfolio is borrowing money or otherwise leveraging
 its portfolio, the value of an investment in the Portfolio will be more
 volatile and all other risk will tend to be compounded.

<PAGE>

                                                                      ----------
                                                                              21
- --------------------------------------------------------------------------------

 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.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities without restriction. The risk in lending portfolio securities, as
 with other extensions of secured credit, consist of possible delay in receiving
 additional collateral, or in the recovery of the securities or possible loss of
 rights in the collateral should the borrower fail financially.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last ten calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one, five
 and ten years and compares the Portfolio's performance to: (i) the returns of a
 broad-based index and (ii) the returns of an index of funds with similar
 investment objectives. Past performance is not an indication of future
 performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance High Yield Portfolio) managed by
 the Adviser using the same investment objectives and strategy as the Portfolio.
 For these purposes, the Portfolio is considered to be the successor entity to
 the predecessor registered investment company (HRT/Alliance High Yield
 Portfolio) whose inception date is January 2, 1987. The assets of the
 predecessor will be transferred to the Portfolio on October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.


                        CALENDAR YEAR ANNUAL TOTAL RETURN


  1989    1990    1991    1992    1993    1994    1995    1996    1997    1998

  5.1%    -1.1%   24.5%   12.3%   23.2%   -2.8%   19.9%   23.0%   18.5%   -5.2%


Best quarter (% and time period)        Worst quarter (% and time period)
7.96% (1997 2nd Quarter)                -10.97% (1998 3rd Quarter)



<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
                                    ONE YEAR      FIVE YEARS     TEN YEARS
<S>                                 <C>             <C>            <C>
  Alliance High Yield Portfolio-
    Class IA Shares                 (5.15)%         9.99%          11.17%
  ML Master*                         3.66%          9.01%          11.08%
  Lipper High Current Yield
    Bond Funds Average*             (0.44)%         7.37%           9.34%
</TABLE>

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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 WAYNE C. TAPPE has been responsible for the day-to-day management of the
 Portfolio and its predecessor since 1995. Mr. Tappe, a Senior Vice President
 of Alliance, has been associated with Alliance since 1987.


                                       _____________________ EQ Advisors Trust
<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)


- ----------
22
- --------------------------------------------------------------------------------

 ALLIANCE INTERMEDIATE GOVERNMENT
 SECURITIES PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve high current income consistent with
 relative stability of principal through investment primarily in debt securities
 issued or guaranteed as to principal and interest by the U.S.
 Government or its agencies or instrumentalities.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in U.S. Government Securities. The Portfolio
 may also invest in repurchase agreements and forward commitments related to
 U.S. Government Securities and may also purchase debt securities of
 non-government issuers that own mortgages.

    Duration is a measure of the weighted average maturity of the bonds held by
    the Portfolio and can be used by the Adviser as a measure of the sensitivity
    of the market value of the Portfolio to changes in interest rates.
    Generally, the longer the duration of the Portfolio, the more sensitive its
    market value will be to changes in interest rates.

    In some cases, the Adviser's calculation of duration will be based on
    certain assumptions (including assumptions regarding prepayment rates, in
    the mortgage-backed or asset-backed securities, and foreign and domestic
    interest rates). As of December 31, 1998, the Adviser considered the
    duration of a 10-year Treasury bond to be 4.68 years. The Portfolio's
    investments will generally have a final maturity of not more than ten years
    or a duration not exceeding that of a 10-year Treasury note.

 The Portfolio buys and sells securities with a view to maximizing current
 return without, in the opinion of the Adviser, undue risk to principal.
 Potential capital gains resulting from possible changes in interest rates will
 not be a major consideration. The Portfolio may take full advantage of a wide
 range of maturities of U.S. Government Securities and may adjust the
 dollar-weighted average maturity of its portfolio from time to time, depending
 on the Adviser's assessment of relative yields on securities of different
 maturities and the expected effect of future changes in interest rates on the
 market value of the securities held by the Portfolio. The Portfolio may also
 invest a substantial portion of its assets in money market instruments.

 In order to enhance its current return, to reduce fluctuations in net asset
 value, and to hedge against changes in interest rates, the Portfolio may write
 covered call and put options on U.S. Government Securities and may purchase
 call and put options on U.S. Government Securities. The Portfolio may also
 enter into interest rate futures contracts with respect to U.S. Government
 Securities, and may write and purchase options thereon. The Portfolio may also
 make secured loans of its portfolio securities without limitation and enter
 into repurchase agreement with respect to U.S. Government Securities with
 commercial banks and registered broker-dealers.

 The Portfolio may also make use of various other investment strategies,
 including covered short sales, and the purchase or sale of securities on a
 when-issued, delayed delivery or forward commitment basis.

 Under normal market conditions, the Portfolio will invest at least 65%, and
 expects to invest at least 80%, of its total assets in U.S. Government
 Securities and repurchase agreements and forward commitments relating to U.S.
 Government Securities. U.S. Government Securities include:

 o  U.S. Treasury Bills: Direct obligations of the U.S. Treasury which are
    issued in maturities of one year or less.

 o  U.S. Treasury Notes: Direct obligations of the U.S. Treasury issued in
    maturities which vary between one and ten years, with interest payable every
    six months.

 o  U.S. Treasury Bonds: Direct obligations of the U.S. Treasury which are
    issued in maturities more than ten years from the date of issue, with
    interest payable every six months.

 o  "Ginnie Maes": Debt securities issued by a mortgage banker or other
    mortgagee and represent an interest in a pool of mortgages insured by the
    Federal Housing Administration or the Farmer's Home Administration or
    guaranteed by the Veteran's Administration. The Government National
    Mortgage Association ("GNMA")

<PAGE>

                                                                      ----------
                                                                              23
- --------------------------------------------------------------------------------

    guarantees the timely payment of principal and interest. Ginnie Maes,
    although not direct obligations of the U.S. Government, are guaranteed by
    the U.S. Treasury.

 o  "Fannie Maes": The Federal National Mortgage Association ("FNMA") is a
    government-sponsored corporation owned entirely by private stockholders that
    purchases residential mortgages from a list of approved seller/servicers.
    Pass-through securities issued by FNMA are guaranteed as to timely payment
    of principal and interest by FNMA and supported by FNMA's right to borrow
    from the U.S. Treasury, at the discretion of the U.S. Treasury. Fannie Maes
    are not backed by the full faith and credit of the U.S. Government.

 o  "Freddie Macs": The Federal Home Loan Mortgage Corporation ("FHLMC"), a
    corporate instrumentality of the U.S. Government, issues participation
    certificates ("PCs") which represent an interest in residential mortgages
    from FHLMC's National Portfolio. FHLMC guarantees the timely payment of
    interest and ultimate collection of principal, but PCs are not backed by the
    full faith and credit of the U.S. Government.

 o  Governmental Collateralized Mortgage Obligations: These are securities
    issued by a U.S. Government instrumentality or agency which are backed by a
    portfolio of mortgages or mortgage-backed securities held under an
    indenture.

 o  "Sallie Maes": The Student Loan Marketing Association ("SLMA") is a
    government-sponsored corporation owned entirely by private stockholders that
    provides liquidity for banks and other institutions engaged in the
    Guaranteed Student Loan Program. These loans are either directly guaranteed
    by the U.S. Treasury or guaranteed by state agencies and reinsured by the
    U.S. Government. SLMA issues both short term notes and longer term public
    bonds to finance its activities.

 The Portfolio may also invest in "zero coupon" U.S. Government Securities which
 have been stripped of their unmatured interest coupons and receipts or in
 certificates representing undivided interests in such stripped U.S. Government
 Securities and coupons. These securities tend to be more volatile than other
 types of U.S. Government Securities.

   Guarantees of the Portfolio's U.S. Government Securities guarantee only the
   payment of principal at maturity and interest when due on the guaranteed
   securities, and do not guarantee the securities' yield or value or the yield
   or value of the Portfolio's shares.

 The Portfolio may also purchase collateralized mortgage obligations ("CMOs")
 issued by non-governmental issuers and securities issued by a real estate
 mortgage investment conduits ("REMICs"), but only if they are collateralized by
 U.S. Government Securities. However, CMOs issued by entities other than U.S.
 Government agencies and instrumentalities and securities issued by REMICs are
 not considered U.S. Government Securities for purposes of the Portfolio meeting
 its policy of investing at least 65% of its total assets in U.S.
 Government Securities.

 THE PRINCIPAL RISKS

 FIXED INCOME RISKS: This Portfolio invests primarily in fixed income
 securities, therefore, the Portfolio's performance will be affected by changes
 in interest rates, the duration and maturity of the Portfolio's fixed income
 holdings, and adverse market and economic conditions. Other risks that relate
 to the Portfolio's investment in fixed income securities include:

    INTEREST RATE RISK: When interest rates rise, the value (i.e., share price
    and total return) 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.

    INVESTMENT-GRADE SECURITIES RISK: With respect to fixed income investments
    of the Portfolio, other than U.S. Government Securities, rated BBB by S&P or
    an equivalent rating by any other nationally recognized statistical rating
    organization ("NRSRO"), the Portfolio could lose money if the issuer or
    guarantor of a debt security or counterparty to a Portfolio's transaction is


                                           _________________ EQ Advisors Trust
<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)

- ----------
24
- --------------------------------------------------------------------------------

    unable or unwilling to make timely principal and/or interest payments, or to
    honor its financial obligations. Investment grade securities which are rated
    BBB by S&P, or an equivalent rating by any other NRSRO, are somewhat riskier
    than higher rated obligations because they are regarded as having only an
    adequate capacity to pay principal and interest, are considered to lack
    outstanding investment characteristics, and may be speculative.

    MORTGAGE-BACKED SECURITIES RISK: Rising interest rates may cause the
    duration of mortgage-backed securities to increase, making them even more
    susceptible to interest rate changes. Falling interest rates may cause the
    value and yield of mortgage-backed securities to fall. Falling interest
    rates also may encourage borrowers to pay off their mortgages sooner than
    anticipated (pre-payment). The Portfolio would need to reinvest the pre-paid
    funds at the newer, lower interest rates.

 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.

 LEVERAGING RISK: When the Portfolio borrows money or otherwise leverages its
 portfolio, the value of an investment in the Portfolio will be more volatile
 and all other risk will tend to be compounded.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities without restriction. The risk in lending portfolio securities, as
 with other extensions of secured credit, consist of possible delay in receiving
 additional collateral, or in the recovery of the securities or possible loss of
 rights in the collateral should the borrower fail financially.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last seven calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one year,
 five years and since inception and compares the Portfolio's performance to: (i)
 the returns of a broad-based index and (ii) the returns of an index of funds
 with similar investment objectives. Past performance is not an indication of
 future performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance Intermediate Government Securities
 Portfolio) managed by the Adviser using the same investment objectives and
 strategy as the Portfolio. For these purposes, the Portfolio is considered to
 be the successor entity to the predecessor registered investment company
 (HRT/Alliance Intermediate Government Securities Portfolio) whose inception
 date is April 1, 1991. The assets of the predecessor will be transferred to the
 Portfolio on October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.

                   CALENDAR YEAR ANNUAL TOTAL RETURN


         1992    1993    1994     1995    1996    1997    1998

         5.5%    10.6%   -4.4%    13.3%   3.8%    7.3%    7.7%

Best quarter (% and time period)      Worst quarter (% and time period)
5.31% (1991 3rd Quarter)              -2.97% (1994 1st Quarter)


<PAGE>

                                                                      ----------
                                                                              25
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                   AVERAGE ANNUAL TOTAL RETURNS
                                      SINCE
                              ONE YEAR     FIVE YEARS     INCEPTION
<S>                          <C>          <C>            <C>
  Alliance Intermediate
    Government Securities
    Portfolio - Class IA
    Shares                   7.74%        5.39%          7.10%
  Lehman Intermediate
    Government Bonds*        8.49%        6.45%          7.60%
  Lipper Intermediate
    Government Funds
    Average*                 7.68%        5.91%          7.25%
</TABLE>

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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 JEFFREY S. PHLEGAR as been responsible for the day-to-day management of the
 Portfolio and its predecessor since January 1999. Mr. Phlegar, a Senior Vice
 President of Alliance, has been associated with Alliance since 1998.


                                      _____________________  EQ Advisors Trust
<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)


- ----------
26
- --------------------------------------------------------------------------------

 ALLIANCE MONEY MARKET PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to obtain a high level of
 current income, preserve its assets and maintain liquidity.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in a diversified portfolio of high-quality U.S.
 dollar-denominated money market instruments. The Portfolio will maintain a
 dollar-weighted average portfolio maturity of 90 days or less.

 The instruments in which the Portfolio invests include:

 o marketable obligations of, or guaranteed as to the timely payment of
   principal and interest by, the U.S. Government, its agencies or
   instrumentalities ("U.S. Government Securities");

 o  certificates of deposit, bankers' acceptances, bank notes, time deposits and
    interest bearing savings deposits issued or guaranteed by:

    (a)     domestic banks (including their foreign branches) or savings and
            loan associations having total assets of more than $1 billion and
            which are FDIC members in the case of banks, or insured by the FDIC,
            in the case of savings and loan associations; or

    (b)     foreign banks (either by their foreign or U.S. branches) having
            total assets of at least $5 billion and having an issue of either
            (i) commercial paper rated at least A-1 by Standard & Poor's ("S&P")
            or Prime-1 by Moody's Investors Service, Inc. ("Moody's") or (ii)
            long term debt rated at least AA by S&P or Aa by Moody's;

 o  commercial paper (rated at least A-1 by S&P or Prime-1 by Moody's or, if not
    rated, issued by domestic or foreign companies having outstanding debt
    securities rated at least AA by S&P or Aa by Moody's) and participation
    interests in loans extended by banks to such companies;

 o  mortgage-backed and asset-backed securities that have remaining maturities
    of less than one year;

 o  corporate debt obligations with remaining maturities of less than one year,
    rated at least AA by S&P or Aa by Moody's, as well as corporate debt
    obligations rated at least A by S&P or Moody's, provided the corporation
    also has outstanding an issue of commercial paper rated at least A-1 by S&P
    or Prime-1 by Moody's;

 o  floating rate or master demand notes; and

 o repurchase agreements covering U.S. Government securities.

 If the Adviser believes a security held by the Portfolio is no longer deemed to
 present minimal credit risk, the Portfolio will dispose of the security as soon
 as practicable unless the Board of Trustees determines that such action would
 not be in the best interest of the Portfolio.

 Purchases of securities that are unrated must be ratified by the Board of
 Trustees. Because the market value of debt obligations fluctuates as an inverse
 function of changing interest rates, the Portfolio seeks to minimize the effect
 of such fluctuations by investing only in instruments with a remaining maturity
 of 397 calendar days or less at the time of investment, except for obligations
 of the U.S. Government, which may have a remaining maturity of 762 calendar
 days or less. Time deposits with maturities greater than seven days are
 considered to be illiquid securities.

 The Portfolio may make use of various other investment strategies, including
 investing up to 20% of its total assets in U.S. dollar-denominated money market
 instruments of foreign issuers and making secured loans of up to 50% of its
 total portfolio securities.

 THE PRINCIPAL RISKS

 MONEY MARKET RISK: While money market funds are designed to be relatively low
 risk investments, they are not entirely free of risk. Despite the short
 maturities and high credit quality of the Portfolio's investments, increases in
 interest rates and deteriorations in the credit quality of the instruments the
 Portfolio has purchased may reduce the Portfolio's net asset value. In
 addition, the Portfolio is still subject to the risk that the value of an
 investment may be eroded over time by inflation. An investment in the Portfolio
 is not insured or guaranteed by the Federal Deposit

<PAGE>

                                                                      ----------
                                                                              27
- --------------------------------------------------------------------------------

 Insurance Corporation or any other government agency. Although the Portfolio
 seeks to preserve the value of your investment, it is possible to lose money by
 investing in the Portfolio.

 LEVERAGING RISK: When the Portfolio borrows money or otherwise leverages its
 portfolio, the value of an investment in the Portfolio will be more volatile
 and all other risks will tend to be compounded.

 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: inadequate or inaccurate information about foreign
 companies; higher transaction, brokerage and custody costs; expropriation or
 nationalization; adverse changes in foreign economic and tax policies; and
 foreign government instability, war or other adverse political or economic
 actions.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities. The risks in lending portfolio securities, as with other extensions
 of secured credit, consist of possible delay in receiving additional
 collateral, or in the recovery of the securities or possible loss of rights in
 the collateral should the borrower fail financially.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last ten calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one, five
 and ten years and compares the Portfolio's performance to: (i) the returns on
 three-month U.S. Treasury bills and (ii) the returns of an index of funds with
 similar investment objectives. Past performance is not an indication of future
 performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance Money Market Portfolio) managed by
 the Adviser using the same investment objectives and strategy as the Portfolio.
 For these purposes, the Portfolio is considered to be the successor entity to
 the predecessor registered investment company whose inception date is July 13,
 1981. The assets of the predecessor will be transferred to the Portfolio on
 October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.


                   CALENDAR YEAR ANNUAL TOTAL RETURN


  1989    1990    1991    1992    1993    1994    1995    1996    1997    1998

  9.2%    8.2%    6.2%    3.6%    3.0%    4.0%    5.7%    5.3%    5.4%    5.3%

 Best quarter (% and time period)      Worst quarter (% and time period)
 2.37% (1989 2nd Quarter)              0.69% (1992 4th Quarter)

 The Portfolio's 7-day yield for the quarter ended
 December 31, 1998 was 4.69%.


                       AVERAGE ANNUAL TOTAL RETURN

                                  ONE YEAR     FIVE YEARS     TEN YEARS

 Alliance Money Market Portfolio
   - Class IA Shares                5.34%        5.17%          5.58%
 3-Month Treasury Bill              5.05%        5.11%          5.44%
 Lipper Money Market Mutual
   Fund Average*                    4.84%        4.77%          5.20%


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


                                        ____________________ EQ Advisors Trust
<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)


- ----------
28
- --------------------------------------------------------------------------------

 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 RAYMOND J. PAPERA has been responsible for the day-to-day management of the
 Portfolio and its predecessor since 1990. Mr. Papera, a Senior Vice President
 of Alliance, has been associated with Alliance since 1990.

<PAGE>

                                                                      ----------
                                                                              29
- --------------------------------------------------------------------------------

 ALLIANCE QUALITY BOND PORFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve high current income consistent with
 preservation of capital by investing primarily in investment grade fixed income
 securities.

 THE INVESTMENT STRATEGY

 The Portfolio expects to invest in readily marketable securities with
 relatively attractive yields that the Adviser believes do not involve undue
 risk.

 The Portfolio will follow a policy of investing at least 65% of its total
 assets in securities which are rated at the time of purchase at least Baa by
 Moody's or BBB by S&P, or in unrated fixed income securities that the Adviser
 determines to be of comparable quality.

 In the event that the credit rating of a security held by the Portfolio falls
 below investment grade (or, in the case of unrated securities, the Adviser
 determines that the quality of such security has deteriorated below investment
 grade), the Portfolio will not be obligated to dispose of such security and may
 continue to hold the obligation if the Adviser believes such an investment is
 appropriate in the circumstances. The Portfolio will also seek to maintain an
 average aggregate quality rating of its portfolio securities of at least A
 (Moody's and S&P).

 The Portfolio has complete flexibility as to the types of securities in which
 it will invest and the relative proportions thereof. In this regard, the
 Portfolio plans to vary the proportions of its holdings of long- and short-term
 fixed income securities (including debt securities, convertible debt securities
 and U.S. Government obligations), preferred stocks and dividend-paying common
 stocks in order to reflect the Adviser's assessment of prospective cyclical
 changes even if such action may adversely affect current income.

 The Portfolio may also invest in foreign securities, although it will not
 invest more than 20% of its total assets in securities denominated in
 currencies other than the U.S. dollar. The Portfolio may enter into foreign
 currency futures contracts (and related options), forward foreign currency
 exchange contracts and options on foreign currencies for hedging purposes.

 The Portfolio may also make use of various other investment strategies,
 including zero coupon pay-in-kind securities, collateralized mortgage
 obligations, securities lending with a value of up to 50% of its total assets,
 the purchase or sale of securities on a when-issued, delayed delivery or
 forward commitment basis and repurchase agreements. The Portfolio may also use
 derivatives, including: purchasing put and call options and writing covered put
 and call options on securities it may purchase. The Portfolio also intends to
 write covered call options for cross-hedging purposes, which are designed to
 provide a hedge against a decline in value of another security which the
 Portfolio owns or has the right to acquire.

 The Portfolio may seek to protect the value of its investments from interest
 rate fluctuations by entering into various hedging transactions, such as
 interest rate swaps and the purchase or sale of interest rate caps and floors.


 When market or financial conditions warrant, the Portfolio may invest in
 certain money market instruments for temporary or defensive purposes. Such
 investments could result in the Portfolio not achieving its investment
 objective.

 THE PRINCIPAL RISKS

 FIXED INCOME RISKS: This Portfolio invests primarily in fixed income
 securities, therefore, the Portfolio's performance will be affected by changes
 in interest rates, credit risks of the issuer, the duration and maturity of the
 Portfolio's fixed income holdings, and adverse market and economic conditions.
 Other risks that relate to the Portfolio's investment in fixed income
 securities include:

       INTEREST RATE RISK: When interest rates rise, the value (i.e., share
       price and total return) 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.


                                        ___________________  EQ Advisors Trust
<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)

- ----------
30
- --------------------------------------------------------------------------------

       INVESTMENT-GRADE SECURITIES RISK: The Portfolio could lose money if the
       issuer or guarantor of a debt security or counterparty to a Portfolio's
       transaction is unable or unwilling to make timely principal and/or
       interest payments, or to honor its financial obligations. Investment
       grade securities which are rated BBB or S&P or an equivalent rating by
       any other nationally recognized statistical rating organization, are
       somewhat riskier than higher rated obligations because they are regarded
       as having only an adequate capacity to pay principal and interest, are
       considered to lack outstanding investment characteristics, and may be
       speculative.

       MORTGAGE-BACKED SECURITIES RISK: Rising interest rates may cause the
       duration of mortgage-backed securities to increase, making them even more
       susceptible to interest rate changes. Falling interest rates may cause
       the value and yield of mortgage-backed securities to fall. Falling
       interest rates also may encourage borrowers to pay off their mortgages
       sooner than anticipated (pre-payment). The Portfolio would need to
       reinvest the prepaid funds at the newer, lower interest rates.

       ZERO COUPON AND PAY-IN-KIND SECURITIES RISK: A zero coupon or pay-in-kind
       security pays no interest in cash to its holder during its life.
       Accordingly, zero coupon securities usually trade at a deep discount from
       their face or par value and, together with pay-in-kind securities, will
       be subject to greater fluctuations in market value in response to
       changing interest rates than debt obligations of comparable maturities
       that make current distributions of interest in cash.

 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.

 CONVERTIBLE SECURITIES RISK: Convertible securities generally 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.
 The value of convertible securities fluctuates both in relation to changes in
 interest rates and changes in the value of the underlying common stock.

 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; expropriation or nationalization; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities. The risks in lending portfolio securities, as with other extensions
 of secured credit, consist of possible delay in receiving additional
 collateral, or in the recovery of the securities or possible loss of rights in
 the collateral should the borrower fail financially.

 LEVERAGING RISK: When the Portfolio borrows money or otherwise leverages its
 portfolio, the value of an investment in the Portfolio will be more volatile
 and all other risk will tend to be compounded.

<PAGE>

                                                                      ----------
                                                                              31
- --------------------------------------------------------------------------------

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last five calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one and
 five years and compares the Portfolio's performance to: (i) the returns of a
 broad-based index and (ii) the returns of an index of funds with similar
 investment objectives. Past performance is not an indication of future
 performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance Quality Bond Portfolio) managed by
 the Adviser using the same investment objectives and strategy as the Portfolio.
 For these purposes, the Portfolio is considered to be the successor entity to
 the predecessor registered investment company (HRT/Alliance Quality Bond
 Portfolio) whose inception date is October 1, 1993. The assets of the
 predecessor will be transferred to the Portfolio on October 1, 1999.


                   CALENDAR YEAR ANNUAL TOTAL RETURN



                  1994    1995    1996    1997    1998

                 -5.1%    17.0%   5.4%    9.1%    8.7%

 Best quarter (% and time period)      Worst quarter (% and time period)
 6.19% (1995 2nd Quarter)              -4.03% (1994 1st Quarter)


 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.


                     AVERAGE ANNUAL TOTAL RETURNS

                                                             SINCE
                               ONE YEAR     FIVE YEARS     INCEPTION

  Alliance Quality Bond
    Portfolio - Class IA
    Shares                       8.69%        6.78%          6.34%
  Lehman Aggregate Bond*         8.69%        7.27%          6.92%
  Lipper Corporate Debt Funds
    A Rated Average*             7.47%        6.54%          6.21%


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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 MATTHEW BLOOM has been responsible for the day-to-day management of the
 Portfolio and its predecessor since 1995. Mr. Bloom, a Senior Vice President of
 Alliance, has been associated with Alliance since 1989.


                                       _____________________ EQ Advisors Trust
<PAGE>

DOMESTIC EQUITY PORTFOLIOS

- ----------
32
- --------------------------------------------------------------------------------

 ALLIANCE COMMON STOCK PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve long-term
 growth of its capital and increase income.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in common stocks and other equity-type
 securities (such as preferred stocks or convertible debt) that the Adviser
 believes will share in the growth of the nation's economy over a long period.

 Most of the time, the Portfolio will invest primarily in common stocks that are
 listed on national securities exchanges. Smaller amounts will be invested in
 stocks that are traded over-the-counter and in other equity-type securities.
 Current income is an incidental consideration. The Portfolio generally will not
 invest more than 20% of its total assets in foreign securities.

 The Portfolio may also make use of various other investment strategies,
 including making secured loans of up to 50% of its total assets. The Portfolio
 may also use derivatives, including: writing covered call and put options,
 buying call and put options on individual common stocks and other equity-type
 securities, securities indexes, and foreign currencies. The Portfolio may also
 purchase and sell stock index and foreign currency futures contracts and
 options thereon.

 When market or financial conditions warrant or it appears that the Portfolio's
 investment objective will not be achieved by purchasing equity securities, the
 Portfolio may invest a portion of its assets in debt securities, including
 nonparticipating and nonconvertible preferred stocks, investment-grade debt
 securities and junk bonds, e.g., rated BB or lower by S&P or Ba or lower by
 Moody's. The Portfolio also may make temporary investments in high-quality U.S.
 dollar-denominated money market instruments. Such investment strategies 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:


 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 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; expropriation or nationalization; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions.

 CONVERTIBLE SECURITIES RISK: Convertible securities generally 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.
 The value of convertible securities fluctuates both in relation to changes in
 interest rates and changes in the value of the underlying common stock.

<PAGE>

                                                                      ----------
                                                                              33
- --------------------------------------------------------------------------------

 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 are those of larger, more established companies because: the
 securities of such companies are less well-known, held primarily by insiders or
 institutional investors 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; such companies have limited financial
 resources or may depend on a few key employees; and the products of
 technologies of such companies may be at a relatively early stage of
 development or not fully tested.

 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 investment-grade
 securities which are rated BBB by S&P or an equivalent rating by any other
 NRSRO, it will be exposed to greater risk than if it invested in higher-rated
 obligations because BBB-rated 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.

 JUNK BOND RISK: The Portfolio may invest a portion of its assets in "junk
 bonds" or lower-rated securities rated BB or lower by S&P or an equivalent
 rating by any other NRSRO or unrated securities of similar quality. Junk bonds
 have speculative elements or are predominantly speculative credit risks,
 therefore, credit risk is particularly significant for this Portfolio. This
 Portfolio may also be subject to greater credit risk because it may invest in
 debt securities issued in connection with corporate restructurings by highly
 leveraged issuers or in debt securities not current in the payment of interest
 or principal, or in default.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities. The risks in lending portfolio securities, as with other extensions
 of secured credit, consist of possible delay in receiving additional
 collateral, or in the recovery of the securities or possible loss of rights in
 the collateral should the borrower fail financially.

 LEVERAGING RISK. When the Portfolio borrows money or otherwise leverages its
 portfolio, the value of an investment in the Portfolio will be more volatile
 and all other risk will tend to be compounded.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last ten calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one, five
 and ten years and compares the Portfolio's performance to: (i) the returns of a
 broad-based index and (ii) the returns of an index of funds with similar
 investment objectives. Past performance is not an indication of future
 performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company managed (HRT/Alliance Common Stock Portfolio) by
 the Adviser using the same investment objectives and strategy as the Portfolio.
 For these purposes, the Portfolio is considered to be the successor entity to
 the predecessor registered investment company (HRT/Alliance Common Stock
 Portfolio) whose inception date is June 16, 1975. The assets of the predecessor
 will be transferred to the Portfolio on October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.


                                         ___________________ EQ Advisors Trust
<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)

- ----------
34
- --------------------------------------------------------------------------------


                   CALENDAR YEAR ANNUAL TOTAL RETURN


 1989    1990    1991    1992    1993    1994    1995    1996    1997    1998

 25.6%   -8.1%  40.00%    3.2%   24.8%   -2.1%   32.5%  24.30%  29.4%    29.4%

 Best quarter (% and time period)      Worst quarter (% and time period)
 28.42% (1998 4th Quarter)             -20.22% (1990 3rd Quarter)


                       AVERAGE ANNUAL TOTAL RETURNS

                                  ONE YEAR     FIVE YEARS     TEN YEARS

 Alliance Common Stock Portfolio
   - Class IA Shares                29.39%       21.95%         18.65%
 S&P 500 Index*                     28.58%       24.06%         19.21%
 Lipper Growth Equity Mutual
   Funds Average*                   22.86%       18.63%         16.72%


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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 TYLER J. SMITH has been responsible for the day-to-day management of the
 Portfolio and its predecessor since 1977. Mr. Smith, a Senior Vice President
 of Alliance, has been associated with Alliance since 1970.

<PAGE>

                                                                      ----------
                                                                              35
- --------------------------------------------------------------------------------

 ALLIANCE EQUITY INDEX PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks a total return before expenses that approximates
 the total return performance of the S&P 500 Index, including reinvestment of
 dividends, at a risk level consistent with that of the S&P 500 Index.

 THE INVESTMENT STRATEGY

 The Adviser will not utilize customary economic, financial or market analyses
 or other traditional investment techniques in managing the Portfolio. Rather,
 the Adviser will use proprietary modeling techniques to construct a portfolio
 that it believes will, in the aggregate, approximate the performance results of
 the S&P 500 Index.

 The Adviser will first select from the largest capitalization securities in the
 S&P 500 on a capitalization-weighted basis. Generally, the largest
 capitalization securities reasonably track the S&P 500 because the S&P 500 is
 significantly influenced by a small number of securities. However, in the
 Adviser's view, selecting securities on the basis of their capitalization alone
 would distort the Portfolio's industry diversification, and therefore economic
 events could potentially have a dramatically different impact on the
 performance of the Portfolio from that of the S&P 500. Recognizing this fact,
 the modeling techniques also consider industry diversification when selecting
 investments for the Portfolio. The Adviser also seeks to diversify the
 Portfolio's assets with respect to market capitalization. As a result, the
 Portfolio will include securities of smaller and medium-sized capitalization
 companies in the S&P 500.

 Cash may be accumulated in the Portfolio until it reaches approximately 1% of
 the value of the Portfolio at which time such cash will be invested in common
 stocks as described above. Accumulation of cash increases tracking error. The
 Portfolio will, however, remain substantially fully invested in common stocks
 even when common stock prices are generally falling. Similarly, adverse
 performance of a stock will ordinarily not result in its elimination from the
 Portfolio.

 In order to reduce brokerage costs, maintain liquidity to meet shareholder
 redemptions or minimize tracking error when the Portfolio holds cash, the
 Portfolio may from time to time buy and hold futures contracts on the S&P 500
 Index and options on such futures contracts. The contract value of futures
 contracts purchased by the Portfolio plus the contract value of futures
 contracts underlying call options purchased by the Portfolio will not exceed
 20% of the Portfolio's total assets. The Portfolio may seek to increase income
 by lending its portfolio securities with a value of up to 50% of its total
 assets to brokers-dealers.

 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. Although the
 Portfolio's modeling techniques are intended to produce performance that
 approximates that of the S&P 500 (before expenses), there can be no assurance
 that these techniques will reduce "tracking error" (i.e., the difference
 between the Portfolio's investment results (before expenses) and the S&P
 500's). Tracking error may arise as a result of brokerage costs, fees and
 operating expenses and a lack of correlation between the Portfolio's
 investments and the S&P 500.

 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.


                                           _________________ EQ Advisors Trust
<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)

- ----------
36
- --------------------------------------------------------------------------------

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities. The risks in lending portfolio securities, as with other extensions
 of secured credit, consist of possible delay in receiving additional
 collateral, or in the recovery of the securities or possible loss of rights in
 the collateral should the borrower fail financially.

 LEVERAGING RISK. When the Portfolio borrows money or otherwise leverages its
 portfolio, the value of an investment in the Portfolio will be more volatile
 and all other risk will tend to be compounded.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last four calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past year and
 since inception and compares the Portfolio's performance to: (i) the returns of
 a broad-based index and (ii) the returns of an index of funds with similar
 investment objectives. Past performance is not an indication of future
 performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Equity Index Portfolio) managed by the
 Adviser using the same investment objectives and strategy as the Portfolio. For
 these purposes, the Portfolio is considered to be the successor entity to the
 predecessor registered investment company (HRT/Equity Index Portfolio) whose
 inception date is March 1, 1994. The assets of the predecessor will be
 transferred to the Portfolio on October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.


                   CALENDAR YEAR ANNUAL TOTAL RETURN



                   1995      1996      1997      1998

                  36.5%     22.4%     32.6%      28.1%


Best quarter (% and time period)      Worst quarter (% and time period)
21.13% (1998 4th Quarter)             -9.97% (1998 3rd Quarter)



                     AVERAGE ANNUAL TOTAL RETURNS

                                                             SINCE
                                              ONE YEAR     INCEPTION

 Alliance Equity Index Portfolio - Class IA
   Shares                                      28.07%       24.31%
 S&P 500 Index*                                28.58%       24.79%
 Lipper S&P 500 Index Funds Average*           28.05%       24.31%


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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 JUDITH A. DEVIVO has been responsible for the day-to-day management of the
 Portfolio and its predecessor since its inception. Ms. DeVivo, a Vice
 President of Alliance, has been associated with Alliance since 1970.

<PAGE>

                                                                      ----------
                                                                              37
- --------------------------------------------------------------------------------

 ALLIANCE GROWTH AND INCOME
 PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to provide a high total return through a
 combination of current income and capital appreciation by investing primarily
 in income-producing common stocks and securities convertible into common
 stocks.

     THE INVESTMENT STRATEGY

 The Portfolio seeks to maintain a portfolio yield above that of issuers
 comprising the S&P 500 and to achieve (in the long run) a rate of growth in
 Portfolio income that exceeds the rate of inflation. The Portfolio will
 generally invest in common stocks of "blue chip" issuers, i.e., those:

 o that have a total market capitalization of at least $1 billion;

 o that pay periodic dividends; and

 o  whose common stock is in the highest four issuer ratings for S&P (i.e., A+,
    A, Ab or B+) or Moody's (i.e., high grade, investment grade, upper medium
    grade or medium grade) or, if unrated, is determined to be of comparable
    quality by the Adviser.

 It is expected that on average the dividend rate of these issuers will exceed
 the average rate of issuers constituting the S&P 500.

 The Portfolio may also invest without limit in securities convertible into
 common stocks, which include convertible bonds, convertible preferred stocks
 and convertible warrants. The Portfolio may also invest up to 30% of its total
 assets in high yield, high risk convertible securities rated at the time of
 purchase below investment grade (i.e., rated BB or lower by S&P or Ba or lower
 by Moody's or determined by the Adviser to be of comparable quality).

 The Portfolio does not expect to invest more than 25% of its total assets in
 foreign securities, although it may do so without limit. It may enter into
 foreign currency futures contracts (and related options), forward foreign
 currency exchange contracts and options on currencies for hedging purposes.

 The Portfolio may also write covered call and put options on securities and
 securities indexes for hedging purposes or to enhance its return and may
 purchase call and put options on securities and securities indexes for hedging
 purposes. The Portfolio may also purchase and sell securities index futures
 contracts and may write and purchase options thereon for hedging purposes.

 When market or financial conditions warrant, the Portfolio may invest in
 certain money market instruments for temporary or defensive purposes. Such
 investment strategies 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:


 CONVERTIBLE SECURITIES RISK: Convertible securities generally 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.
 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.

 FIXED INCOME RISKS: To the extent that a substantial amount of the Portfolio's
 assets are invested in fixed income


                                       _____________________ EQ Advisors Trust
<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)

- ----------
38
- --------------------------------------------------------------------------------

 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 investment-grade
 securities which are rated BBB by S&P or an equivalent rating by any other
 NRSRO, it will be exposed to greater risk than if it invested in higher-rated
 obligations because BBB-rated 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.

 JUNK BOND RISK: The Portfolio may invest a portion of its assets in "junk
 bonds" or lower-rated securities rated BB or lower by S&P or an equivalent
 rating by any other NRSRO or unrated securities of similar quality. Therefore,
 credit risk is particularly significant for this Portfolio. Junk bonds have
 speculative elements or are predominantly speculative credit risks. This
 Portfolio may also be subject to greater credit risk because it may invest in
 debt securities issued in connection with corporate restructurings by highly
 leveraged issuers or in debt securities not current in the payment of interest
 or principal, or in default.

 FOREIGN SECURITIES RISKS: To the extent the Portfolio invests in foreign
 securities, it is subject to 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; expropriation or nationalization; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions.

 LEVERAGING RISK: When the Portfolio is borrowing money or otherwise leveraging
 its portfolio, the value of an investment in the Portfolio will be more
 volatile and all other risk will tend to be compounded.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last five calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one year,
 five years and since inception and compares the Portfolio's performance to: (i)
 the returns of a broad-based index; (ii) the returns of a "blended" index of
 equity and fixed income securities; and (iii) the returns of an index of funds
 with similar investment objectives. Past performance is not an indication of
 future performance. The Portfolio's performance shown below is the performance
 of its predecessor registered investment company (HRT/Alliance Growth and
 Income Portfolio) managed by the Adviser using the same investment objectives
 and strategy as the Portfolio. For these purposes, the Portfolio is considered
 to be the successor entity to the predecessor registered investment company
 (HRT/Alliance Growth and Income Portfolio) whose inception date is October 1,
 1993. The assets of the predecessor will be transferred to the Portfolio on
 October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.

<PAGE>

                                                                      ----------
                                                                              39
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                        CALENDAR YEAR ANNUAL TOTAL RETURN


                    1994     1995     1996     1997     1998

                   -0.6%    24.1%    20.1%    26.9%    20.9%


Best quarter (% and time period)       Worst quarter (% and time period)
26.28% (1998 4th Quarter)              -15.03% (1998 3rd Quarter)



                      AVERAGE ANNUAL TOTAL RETURNS

                                                               SINCE
                                 ONE YEAR     FIVE YEARS     INCEPTION

 Alliance Growth and Income
   Portfolio - Class IA Shares     20.86%       17.84%         16.86%
 75% S&P 500 Index/25%
   Value Line Convertible*         20.10%       21.07%         20.48%
 S&P 500 Index*                    28.58%       24.06%         23.32%
 Lipper Growth and Income
   Funds Average*                  15.61%       18.35%         17.89%


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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 PAUL RISSMAN AND W. THEODORE KUCK have been the persons responsible for the
 day-to-day management of the Portfolio, Mr. Rissman since 1996 and Mr. Kuck
 since the Portfolio and its predecessor's inception. Mr. Rissman, a Senior
 Vice President of Alliance, has been associated with Alliance since 1989. Mr.
 Kuck, a Vice President of Alliance, has been associated with Alliance since
 1971.

                                          __________________ EQ Advisors Trust
<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


- ----------
40
- --------------------------------------------------------------------------------

 CAPITAL GUARDIAN RESEARCH PORTFOLIO

 INVESTMENT OBJECTIVE: To achieve long-term growth
 of capital.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in equity securities of United States issuers
 and securities whose principal markets are in the United States, including
 American Depositary Receipts and other United States registered foreign
 securities. The Portfolio invests primarily in common stocks (or securities
 convertible or exchangeable into common stocks) of companies with market
 capitalization greater than $1 billion at the time of purchase.

 The Portfolio may invest up to 10% of its total assets, at the time of
 purchase, in securities of issuers domiciled outside the United States and not
 included in the S&P 500 (i.e., foreign securities).

 When market or financial conditions warrant, the Portfolio may invest a
 substantial portion of its assets in high-quality debt securities, including
 short-term obligations for temporary or defensive purposes. If such action is
 taken, it will detract from achievement of the Portfolio's investment objective
 during such periods.

 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:


 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. The value of
 convertible securities fluctuates both in relation to changes in interest rates
 and changes in the value of the underlying common stock.

 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 April 30, 1999. Therefore, no prior
 performance is available.

 WHO MANAGES THE PORTFOLIO

 CAPITAL GUARDIAN TRUST COMPANY: ("Capital Guardian"), 333 South Hope Street,
 Los Angeles, CA 90071. Capital Guardian is a wholly-owned subsidiary of Capital
 Group International, Inc., which itself is a wholly owned subsidiary of The
 Capital Group Companies, Inc. Capital Guardian has been providing investment
 management services since 1968 and manages approximately $80 billion as of
 December 31, 1998.

<PAGE>

                                                                      ----------
                                                                              41
- --------------------------------------------------------------------------------

 The Portfolio is managed by a group of investment research professionals, led
 by the Research Portfolio Coordinator, each of whom has investment discretion
 over a segment of the total Portfolio. The size of each segment will vary over
 time and may be based upon: (1) the level of conviction of specific research
 professionals as to their designated sectors; (2) industry weights within the
 relevant benchmark for the Portfolio; and (3) the judgment of the Research
 Portfolio Coordinator in assessing the level of conviction of research
 professionals compared to industry weights within the relevant benchmark.
 Sectors may be overweighted relative to their benchmark weighting if there is a
 substantial number of stocks that are judged to be attractive based on the
 research professionals research in that sector, or may be underweighted if
 there are relatively fewer stocks viewed to be attractive in the sector. The
 Research Portfolio Coordinator also coordinates the cash holdings of the
 Portfolio.


                                        ____________________ EQ Advisors Trust
<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


                                                                      ----------
                                                                              42
- --------------------------------------------------------------------------------

 CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO

 INVESTMENT OBJECTIVE: To achieve long-term growth
 of capital.

 THE INVESTMENT STRATEGY

 The Portfolio strives to accomplish its investment objectives through constant
 supervision, careful securities selection and broad diversification.

 The Portfolio invests primarily in equity securities of United States companies
 with market capitalization greater than $1 billion at the time of purchase. In
 selecting securities for investment, the Adviser focuses primarily on the
 potential of capital appreciation.

 The Portfolio may invest up to 10% of its total assets in securities of issuers
 domiciled outside the United States and not included in the S&P 500 (i.e.,
 foreign securities). These securities may include American Depositary Receipts.

 When market or financial conditions warrant, the Portfolio may invest a
 substantial portion of its assets in high-quality debt securities, including
 short-term obligations for temporary or defensive purposes. If such action is
 taken, it will detract from achievement of the Portfolio's investment objective
 during such periods.

 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:


 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. The value of
 convertible securities fluctuates both in relation to changes in interest rates
 and changes in the value of the underlying common stock.

 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 April 30, 1999. Therefore, no prior
 performance is available.

 WHO MANAGES THE PORTFOLIO

 CAPITAL GUARDIAN TRUST COMPANY: ("Capital Guardian"), 333 South Hope Street,
 Los Angeles, CA 90071. Capital Guardian is a wholly-owned subsidiary of Capital
 Group International, Inc., which itself is a wholly owned subsidiary of The
 Capital Group Companies, Inc. Capital Guardian has been providing investment
 management services since 1968 and manages approximately $80 billion as of
 December 31, 1998.

<PAGE>

                                                                      ----------
                                                                              43
- --------------------------------------------------------------------------------

 Capital Guardian uses a multiple portfolio manager system under which the
 Portfolio is divided into several segments. Each segment is individually
 managed with the portfolio manager free to decide on company and industry
 selections as well as valuation and transaction assessment. An additional
 portion of the Portfolio is managed by a group of investment research analysts.

 The individual portfolio managers of each segment of the Portfolio, other than
 that managed by the group of research analysts, are as follows:

 Donnalisa P. Barnum. Donnalisa Barnum is a Senior Vice President and a
 portfolio manager for Capital Guardian. She joined the Capital Guardian
 organization in 1986.

 Michael R. Erickson. Michael Erickson is a Senior Vice President and portfolio
 manager for Capital Guardian and a Senior Vice President and Director for
 Capital International Limited. He joined the Capital Guardian organization
 in 1987.

 David I. Fisher. David Fisher is Chairman of the Board of Capital Group
 International, Inc. and Capital Guardian. He joined the Capital Guardian
 organization in 1969.

 Theodore R. Samuels. Theodore Samuels is a Senior Vice President and a
 Director for Capital Guardian, as well as a Director of Capital International
 Research, Inc. He joined the Capital Guardian organization in 1981.

 Eugene P. Stein. Eugene Stein is Executive Vice President, a Director, a
 portfolio manager, and Chairman of the Investment Committee for Capital
 Guardian. He joined the Capital Guardian organization in 1972.


                                          __________________ EQ Advisors Trust
<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


- ----------
44
- --------------------------------------------------------------------------------

 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 United States 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 United States 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.

 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. The value of
 convertible securities fluctuates both in

<PAGE>

                                                                      ----------
                                                                              45
- --------------------------------------------------------------------------------

 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 April 30, 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 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.


                                          __________________ EQ Advisors Trust
<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


- ----------
46
- --------------------------------------------------------------------------------

 MFS GROWTH WITH INCOME PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to provide reasonable current income and long-term
 growth of capital and income.


 For purposes of this Portfolio, the words "reasonable current income" mean
 moderate income.

 THE INVESTMENT STRATEGY

 The Portfolio invests, under normal market conditions, primarily (at least 65%
 of its total assets) in equity securities, including common stocks, preferred
 stocks, convertible securities, warrants and depositary receipts for those
 securities. Equity securities may be listed on a securities exchange or traded
 in the over-the-counter markets. While the Portfolio may invest in companies of
 any size, the Portfolio generally focuses on companies with larger market
 capitalizations that the Adviser believes have sustainable growth prospects and
 attractive valuations based on current and expected earnings or cash flow.


 The Adviser uses a "bottom-up" investment style in managing the Portfolio. This
 means that securities are selected based upon fundamental analysis performed by
 the Adviser's large group of equity research analysts.

 The Portfolio may invest in foreign securities and may have exposure to foreign
 currencies through its investment in these securities, its direct holdings of
 foreign currencies or through its use of forward foreign currency exchange
 contracts for the purchase or sale of a fixed quantity of foreign currency at a
 future date.

 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
 objective 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:


 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 market.

 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 are 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 or technologies of such companies may be at a relatively early stage
 of development or not fully tested.

 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.

<PAGE>

                                                                      ----------
                                                                              47
- --------------------------------------------------------------------------------

 PORTFOLIO PERFORMANCE

 The inception date for this Portfolio is December 31, 1998. Therefore, no prior
 performance information is available.

 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 D. LAUPHEIMER, JR., Senior Vice President of
 MFS, who has been employed as a portfolio manager by MFS since 1986; and
 MITCHELL D. DYNAN, a Vice President of MFS, who has been employed as a
 portfolio manager by MFS since 1981.


                                 __________________________  EQ Advisors Trust
<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIOS


- ----------
48
- --------------------------------------------------------------------------------

 ALLIANCE GLOBAL PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks long-term growth of capital.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in a diversified mix of equity securities of
 U.S. and established foreign companies. The Adviser believes the equity
 securities of these established non-U.S. companies have prospects for growth.
 The Portfolio intends to make investments in several countries and to have
 represented in the Portfolio business activities in not less than three
 different countries (including the United States).

   These non-U.S. companies may have operations in the United States, in their
   country of incorporation or in other countries.

 The Portfolio may invest in any type of security including, but not limited to,
 common and preferred stock, as well as shares of mutual funds that invest in
 foreign securities, bonds and other evidences of indebtedness, and other
 securities of issuers wherever organized and governments and their political
 subdivisions. Although no particular proportion of stocks, bonds or other
 securities is required to be maintained, the Portfolio intends under normal
 conditions to invest in equity securities.

 The Portfolio may also make use of various other investment strategies,
 including making secured loans of up to 50% of its total assets. The Portfolio
 may also use derivatives including: writing covered call and put options,
 purchasing call and put options on individual equity securities, securities
 indexes, and foreign currencies. The Portfolio may also purchase and sell stock
 index, foreign currency and interest rate futures contracts and options on such
 contracts, as well as forward foreign currency exchange contracts

 When market or financial conditions warrant, the Portfolio may at times invest
 substantially all of its assets in securities issued by U.S. companies or in
 cash or cash equivalents, including money market instruments issued by foreign
 entities for temporary or defensive purposes. Such investment strategies 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:

 FOREIGN SECURITIES RISKS: Investing in foreign securities involves 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; expropriation or
 nationalization; 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.

       EURO RISK: The Portfolio invests in securities issued by European
       issuers that that may be adversely impacted by the recent introduction
       of the "Euro" as a common currency in 11 European Monetary Union member

<PAGE>

                                                                      ----------
                                                                              49
- --------------------------------------------------------------------------------

       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.

 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. Leveraging
 Risk. When the Portfolio is borrowing money or otherwise leveraging its
 portfolio, the value of an investment in the Portfolio will be more volatile
 and all other risk will tend to be compounded.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities. The risks in lending portfolio securities, as with other extensions
 of secured credit, consist of possible delay in receiving additional
 collateral, or in the recovery of the securities or possible loss of rights in
 the collateral should the borrower fail financially.

 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 investment-grade
 securities which are rated BBB by S&P or an equivalent rating by any other
 NRSRO, it will be exposed to greater risk than if it invested in higher-rated
 obligations because BBB-rated 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 returns for each
 of the last ten calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one, five
 and ten years and compares the Portfolio's performance to: (i) the returns of a
 broad-based index and (ii) the returns of an index of funds with similar
 investment objectives. Past performance is not an indication of future
 performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance Global Portfolio) managed by the
 Adviser using the same investment objectives and strategy as the Portfolio. For
 these purposes, the Portfolio is considered to be the successor entity to the
 predecessor registered investment company (HRT/Alliance Global Portfolio) whose
 inception date is August 27, 1987. The assets of the predecessor will be
 transferred to the Portfolio on October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance.


                                      ______________________ EQ Advisors Trust
<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIOS (CONTINUED)


- ----------
50
- --------------------------------------------------------------------------------


                        CALENDAR YEAR ANNUAL TOTAL RETURN

 1989    1990    1991    1992    1993    1994    1995    1996    1997    1998

 26.7%   -6.1%  30.5%   -0.5%   32.1%    5.2%   18.8%    14.6%   11.7%   21.8%

Best quarter (% and time period)        Worst quarter (% and time period)
26.59% (1998 4th Quarter)               -16.99% (1998 3rd Quarter)



                          AVERAGE ANNUAL TOTAL RETURNS

                              ONE YEAR     FIVE YEARS     TEN YEARS

 Alliance Global Portfolio -
   Class IA Shares              21.80%       14.28%         14.81%
 MSCI World Index*              24.34%       15.68%         10.66%
 Lipper Global Mutual Funds
   Average*                     14.34%       11.98%         11.21%


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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 SANDRA L. YEAGER has been responsible for the day-to-day management of the
 Portfolio's and its predecessor's investment program since 1998. Ms. Yeager, a
 Senior Vice President of Alliance, has been associated with Alliance since
 1990.

<PAGE>

                                                                      ----------
                                                                              51
- --------------------------------------------------------------------------------

 ALLIANCE INTERNATIONAL PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital by
 investing primarily in a diversified portfolio of equity securities selected
 principally to permit participation in non-U.S. companies with prospects for
 growth.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in a diversified portfolio of equity securities
 selected principally to permit participation in non-U.S. companies or foreign
 governmental enterprises that the Adviser believes have prospects for growth.
 The Portfolio may invest anywhere in the world (including developing countries
 or "emerging markets"), although it will not generally invest in the United
 States. The Portfolio may purchase securities of developing countries, which
 include, among others, Mexico, Brazil, Hong Kong, India, Poland, Turkey and
 South Africa.

   These non-U.S. companies may have operations in the United States, in their
   country of incorporation and/or in other countries.

 The Portfolio intends to have represented in the Portfolio business activities
 in not less than three different countries.

 The Portfolio may also invest in any type of investment grade, fixed income
 security including, but not limited to, preferred stock, convertible
 securities, bonds, notes and other evidences of indebtedness of foreign
 issuers, including obligations of foreign governments. Although no particular
 proportion of stocks, bonds or other securities is required to be maintained,
 the Portfolio intends under normal market conditions to invest primarily in
 equity securities.

 The Portfolio may also make use of various other investment strategies,
 including the purchase and sale of shares of other mutual funds investing in
 foreign securities and making loans of up to 50% of its portfolio securities.
 The Portfolio may also use derivatives, including: writing covered call and put
 options, purchasing purchase call and put options on individual equity
 securities, securities indexes, and foreign currencies. The Portfolio may also
 purchase and sell stock index, foreign currency and interest rate futures
 contracts and options on such contracts, as well as forward foreign currency
 exchange contracts.

 For temporary or defensive purposes, when market or financial conditions
 warrant, the Portfolio may at times invest substantially all of its assets in
 securities issued by a single major developed country (e.g., the United States)
 or in cash or cash equivalents, including money market instruments issued by
 that country. In addition, the Portfolio may establish and maintain temporary
 cash balances in U.S. and foreign short-term high-grade money market
 instruments for defensive purposes or to take advantage of buying
 opportunities. Such investments 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:


 FOREIGN SECURITIES RISKS: Investing in foreign securities involves 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; expropriation or
 nationalization; 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:


                                         ___________________ EQ Advisors Trust
<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIOS (CONTINUED)

- ----------
52
- --------------------------------------------------------------------------------

       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.

       EURO RISK: The Portfolio invests in securities issued by European issuers
       that that may be adversely impacted by the recent 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.

 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 market.

 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.

 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 investment-grade
 securities which are rated BBB by S&P or an equivalent rating by any other
 NRSRO, it will be exposed to greater risk than if it invested in higher-rated
 obligations because BBB-rated 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.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities. The risks in lending portfolio securities, as with other extensions
 of secured credit, consist of possible delay in receiving additional
 collateral, or in the recovery of the securities or possible loss of rights in
 the collateral should the borrower fail financially.

 LEVERAGING RISK: When the Portfolio is borrowing money or otherwise leveraging
 its portfolio, the value of an investment in the Portfolio will be more
 volatile and all other risk will tend to be compounded.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last three calendar years and some of the risks of investing in the
 Portfolio by showing yearly

<PAGE>

                                                                      ----------
                                                                              53
- --------------------------------------------------------------------------------

 changes in the Portfolio's performance. The table below shows the Portfolio's
 average annual total returns for the past one year and since inception and
 compares the Portfolio's performance to: (i) the returns of a broad-based index
 and (ii) the returns of an index of funds with similar investment objectives.
 Past performance is not an indication of future performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance International Portfolio) managed by
 the Adviser using the same investment objectives and strategy as the Portfolio.
 For these purposes, the Portfolio is considered to be the successor entity to
 the predecessor registered investment company (HRT/Alliance International
 Portfolio) whose inception date is April 3, 1995. The assets of the predecessor
 will be transferred to the Portfolio on October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.



                        CALENDAR YEAR ANNUAL TOTAL RETURN



                             1996     1997     1998

                             9.8%    -2.98%    10.6%


Best quarter (% and time period)       Worst quarter (% and time period)
16.55% (1998 4th Quarter)              -15.68% (1998 3rd Quarter)



                          AVERAGE ANNUAL TOTAL RETURNS

                                                     SINCE
                                      ONE YEAR     INCEPTION

 Alliance International Portfolio -
   Class IA Shares                     10.57%        7.49%
 MSCI EAFE Index*                      20.00%        9.68%
 Lipper International Mutual Funds
   Average*                            13.02%       10.74%


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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 SANDRA L. YEAGER has been responsible for the day-to-day management of the
 Portfolio and its predecessor since January 1999. Ms. Yeager, a Senior Vice
 President of Alliance, has been associated with Alliance since 1990.


                                    ________________________ EQ Advisors Trust
<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS


- ----------
54
- --------------------------------------------------------------------------------

 ALLIANCE AGGRESSIVE STOCK PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve long-term
 growth of capital.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in common stocks and other equity securities of
 small and medium-sized companies that, in the opinion of the Adviser, have
 favorable growth prospects. The Portfolio may also invest in securities of
 companies in cyclical industries, companies whose securities are temporarily
 undervalued, companies in special situations (i.e., change in management, new
 products or changes in customer demand) and less widely known companies.

 The Portfolio may also invest up to 20% of its total assets in foreign
 securities and may also make use of various other investment strategies,
 including investments in debt securities and making secured loans of up to 50%
 of its total portfolio securities. The Portfolio may also use derivatives,
 including: writing covered call options and purchasing call and put options on
 individual equity securities, securities indexes and foreign currencies. The
 Portfolio may also purchase and sell stock index and foreign currency futures
 contracts and options thereon.

 When market or financial conditions warrant, or it appears that the Portfolio's
 investment objective will not be achieved primarily through investments in
 common stocks, the Portfolio may invest in other equity-type securities (such
 as preferred stocks and convertible debt instruments) and options for hedging
 purposes. The Portfolio may also make temporary investments in corporate fixed
 income securities, which will generally be investment grade, or invest part its
 assets in cash or cash equivalents, including high-quality money market
 instruments for liquidity or defensive purposes. Such investments 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:


 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 market.

 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 are those of larger, more established companies because: the
 securities of such companies are less well-known, held primarily by insiders or
 institutional investors 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; such companies have limited financial
 resources or may depend on a few key employees; and the products of
 technologies of such companies may be at a relatively early stage of
 development or not fully tested.

 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.

 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.

<PAGE>

                                                                      ----------
                                                                              55
- --------------------------------------------------------------------------------

 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; expropriation or nationalization; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions.

 LEVERAGING RISK. When the Portfolio is borrowing money or otherwise leveraging
 its portfolio, the value of an investment in the Portfolio will be more
 volatile and all other risk will tend to be compounded.


 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last ten calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one, five
 and ten years and compares the Portfolio's performance to: (i) the returns of a
 broad-based index; (ii) the returns of a "blended" index of two broad-based
 indices; and (iii) the returns of an index of funds with similar investment
 objectives. Past performance is not an indication of future performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance Aggressive Stock Portfolio) managed
 by the Adviser using the same investment objectives and strategy as the
 Portfolio. For these purposes, the Portfolio is considered to be the successor
 entity to the predecessor registered investment company (HRT/Alliance
 Aggressive Stock Portfolio) whose inception date is January 27, 1986. The
 assets of the predecessor will be transferred to the Portfolio on October 1,
 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.



                   CALENDAR YEAR ANNUAL TOTAL RETURN


  1989    1990    1991    1992    1993    1994    1995    1996    1997    1998

 43.5%    8.2%   86.9%   -3.2%   16.8%   -3.8%   31.6%   22.2%   10.9%    0.3%


Best quarter (% and time period)          Worst quarter (% and time period)
40.10% (1991 1st Quarter)                 -27.19% (1998 3rd Quarter)



                          AVERAGE ANNUAL TOTAL RETURNS
                                 ONE YEAR     FIVE YEARS     TEN YEARS

 Alliance Aggressive Stock
   Portfolio - Class IA Shares      0.29%       11.47%         18.90%
 50% S&P 400 MidCap
   Index/50% Russell 2000*          8.28%       15.56%         16.49%
 S&P 400 MidCap Index*             19.11%       18.84%         19.29%
 Lipper MidCap Growth Funds
   Average*                        12.16%       14.87%         15.44%


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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the


                                       _____________________ EQ Advisors Trust
<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)

- ----------
56
- --------------------------------------------------------------------------------

 predecessor commenced operations. Alliance, a publicly traded limited
 partnership, is indirectly majority-owned by Equitable. Alliance manages
 investment companies, endowment funds, insurance companies, foreign entities,
 qualified and non-tax qualified corporate funds, public and private pension and
 profit-sharing plans, foundations and tax-exempt organizations.

 ALDEN M. STEWART AND RANDALL E. HAASE have been the persons principally
 responsible for the day-to-day management of the Portfolio and its predecessor
 since 1993. Mr. Stewart, an Executive Vice President of Alliance, has been
 associated with Alliance since 1970. Mr. Haase, a Senior Vice President of
 Alliance, has been associated with Alliance since 1988.

<PAGE>

                                                                      ----------
                                                                              57
- --------------------------------------------------------------------------------

 ALLIANCE SMALL CAP GROWTH PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in U.S. common stocks and other equity-type
 securities issued by smaller companies with favorable growth prospects. The
 Portfolio may at times invest in companies in cyclical industries, companies
 whose securities are temporarily undervalued, companies in special situations
 (i.e., change in management, new products or changes in customer demand) and
 less widely known companies.

 Under normal market conditions, the Portfolio intends to invest at least 65% of
 its total assets in securities of smaller capitalization companies (currently
 considered by the Adviser to mean companies with market capitalization at or
 below $2 billion).

 The Portfolio may invest in foreign securities and may also make use of various
 other investment strategies, including making secured loans of up to 50% of its
 total portfolio securities. The Portfolio may also use derivatives including:
 writing covered call options and purchasing call and put options on individual
 equity securities, securities indexes and foreign currencies. The Portfolio may
 also purchase and sell stock index and foreign currency futures contracts and
 options thereon.

 The Portfolio will invest up to 20% of its net asset value, measured at the
 time of investment, in securities principally traded on foreign securities
 markets (other than commercial paper).

 When market or financial conditions warrant, the Portfolio may invest in other
 equity-type securities (such as preferred stocks and convertible debt
 instruments) and investment-grade corporate fixed income securities. For
 temporary or defensive purposes, the Portfolio may invest without limitation in
 cash or cash equivalents or high-quality money market instruments. Such
 investments 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:

 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 market.

 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 are those of larger, more established companies because: the
 securities of such companies are less well-known, held primarily by insiders or
 institutional investors 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; such companies have limited financial
 resources or may depend on a few key employees; and the products of
 technologies of such companies may be at a relatively early stage of
 development or not fully tested.

 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.

 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


                                        ____________________ EQ Advisors Trust
<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)

- ----------
58
- --------------------------------------------------------------------------------

 risk that changes in value of the derivative may not correlate perfectly with
 the relevant assets, rates and indices.

 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; expropriation or nationalization; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions.

 LEVERAGING RISK: When the Portfolio borrows money or otherwise leverages its
 portfolio, the value of an investment in the Portfolio will be more volatile
 and all other risk will tend to be compounded.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for 1998,
 the Portfolio's first full year of existence and some of the risks of investing
 in the Portfolio by showing yearly changes in the Portfolio's performance. The
 table below shows the Portfolio's average annual total returns for one year and
 since inception and compares the Portfolio's performance to: (i) the returns of
 a broad-based index and (ii) the returns of an index of funds with similar
 investment objectives. Past performance is not an indication of future
 performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance Small Cap Growth Portfolio) managed
 by the Adviser using the same investment objectives and strategy as the
 Portfolio. For these purposes, the Portfolio is considered to be the successor
 entity to the predecessor registered investment company (HRT/Alliance Small Cap
 Growth Portfolio) whose inception date is May 1, 1997. The assets of the
 predecessor will be transferred to the Portfolio on October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.




                        CALENDAR YEAR ANNUAL TOTAL RETURN

                                      1998

                                      -4.3%



Best quarter (% and time period)          Worst quarter (% and time period)
22.98 (1998 4th Quarter)                  -28.07% (1998 3rd Quarter)



                          AVERAGE ANNUAL TOTAL RETURNS

                                                          SINCE
                                           ONE YEAR     INCEPTION

 Alliance Small Cap Growth Portfolio -
  Class IA Shares                            -4.28%       12.27%
 Russell 2000 Growth Index*                   1.23%       16.58%
 Lipper Small Company Growth Funds
  Average*                                   -0.33%       16.72%


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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105.

<PAGE>

                                                                      ----------
                                                                              59
- --------------------------------------------------------------------------------

 Alliance has been the Adviser to the Portfolio and its predecessor (registered
 investment company) since the predecessor commenced operations. Alliance, a
 publicly traded limited partnership, is indirectly majority-owned by Equitable.
 Alliance manages investment companies, endowment funds, insurance companies,
 foreign entities, qualified and non-tax qualified corporate funds, public and
 private pension and profit-sharing plans, foundations and tax-exempt
 organizations.

 MARK J. CUNNEEN has been responsible for the day-to-day management of
 Portfolio and its predecessor since January 1999. Mr. Cunneen, a Senior Vice
 President of Alliance, has been associated with Alliance since January 1999.
 Prior to joining Alliance, Mr. Cunneen had been associated with INVESCO since
 May 1998, and before that with Chancellor LGT Asset Management, Inc.
 ("Chancellor") since 1992. Mr. Cunneen had been the head of Chancellor's Small
 Cap Equity Group since 1997.


                                         ___________________ EQ Advisors Trust
<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)


- ----------
60
- --------------------------------------------------------------------------------

 EQ/EVERGREEN PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks capital appreciation.

 THE INVESTMENT STRATEGY

 The Evergreen Portfolio invests primarily in common stocks and convertible
 securities of companies that are relatively small or little-known or represent
 special situations which the Adviser believes offer potential for capital
 appreciation. In addition, the Portfolio may invest in relatively well-known,
 large company securities that have the potential for capital appreciation.
 Securities are selected based on a combination of comparative undervaluation
 relative to growth potential and/or merger/acquisition price.


   For purposes of this Portfolio, a "little-known" company is one whose
   business is limited to a regional market or whose securities are mainly
   privately held. A "relatively small" company is one that has a small share of
   the market for its products or services in comparison with other companies in
   its field or that provides goods or services for a limited market. A "special
   situation" company is one which offers potential for capital appreciation
   because of a recent or anticipated change in structure, management, products
   or services.

 The Portfolio also may invest to a lesser extent in non-convertible debt
 securities and preferred stocks that offer an opportunity for capital
 appreciation.

 When market or financial conditions warrant, the Portfolio may invest up to
 100% of its assets in short-term obligations 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 are 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 or technologies of such companies may be at a relatively early stage
 of development or not fully tested.

 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.

 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 investment grade
 securities which are rated BBB by S&P or an equivalent rating by any other
 NRSRO, it will be exposed to greater risk than higher-rated obligations because
 BBB rated 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.

<PAGE>

                                                                      ----------
                                                                              61
- --------------------------------------------------------------------------------

 PORTFOLIO PERFORMANCE

 The inception date for this Portfolio is December 31, 1998. Therefore, no prior
 performance information is available.

 WHO MANAGES THE PORTFOLIO

 EVERGREEN ASSET MANAGEMENT CORP.: ("Evergreen"), 2500 Westchester Avenue,
 Purchase, New York 10577. Evergreen has been the Adviser to the Portfolio
 since it commenced operations. Evergreen is a registered investment adviser
 and a wholly-owned subsidiary of First Union Corporation. Evergreen offers a
 broad range of financial services to individuals and businesses throughout the
 United States.

 JEAN LEDFORD and RICHARD WELSH became co-managers of the Portfolio in August
 1999. Jean Ledford, CFA, became President and Chief Executive Officer of
 Evergreen in August 1999. From February 1997 until she joined Evergreen, Ms.
 Ledford worked as a portfolio manager at American Century Investments
 ("American Century"). From 1980 until she joined American Century, Ms. Ledford
 was the investment director at the State of Wisconsin Investment Board.

 Mr. Welsh joined Evergreen as Senior Vice President and portfolio manager in
 August 1999. Prior to joining Evergreen, he worked for five years as a
 portfolio manager and analyst at American Century.


                                        ____________________ EQ Advisors Trust
<PAGE>

ASSET ALLOCATION PORTFOLIOS


                                                                      ----------
                                                                              62
- --------------------------------------------------------------------------------

 The Alliance Conservative Investors Portfolio, the Alliance Balanced Portfolio
 and the Alliance Growth Investors Portfolio together are called the Asset
 Allocation Portfolios. These Portfolios invest in a variety of fixed income and
 equity securities, each pursuant to a different asset allocation strategy, as
 described below. The term "asset allocation" is used to describe the process of
 shifting assets among discrete categories of investments in an effort to reduce
 risk while producing desired return objectives. Portfolio management,
 therefore, will consist not only of selecting specific securities but also of
 setting, monitoring and changing, when necessary, the asset mix.

 Each Portfolio has been designed with a view toward a different "investor
 profile." The "conservative investor"' has a relatively short-term investment
 bias, either because of a limited tolerance for market volatility or a short
 investment horizon. This investor is averse to taking risks that may result in
 principal loss, even though such aversion may reduce the potential for higher
 long-term gains and result in lower performance during periods of equity market
 strength. Consequently, the asset mix for the Alliance Conservative Investors
 Portfolio attempts to reduce volatility while providing modest upside
 potential. The "growth investor" has a longer-term investment horizon and is
 therefore willing to take more risks in an attempt to achieve long-term growth
 of principal. This investor wishes, in effect, to be risk conscious without
 being risk averse. The asset mix for the Alliance Growth Investors Portfolio
 attempts to provide for upside potential without excessive volatility.

 The "balanced investor" is somewhat less aggressive than the growth investor
 and has a medium- to long-term investment horizon. This investor is sensitive
 to risk, but is willing to take on some risk in seeking high total return.
 Consequently, the asset mix for the Alliance Balanced Portfolio attempts to
 capture a sizable portion of the market's upside while diversifying risk among
 asset classes.

 The Adviser has established an asset allocation committee (the "Committee"),
 all the members of which are employees of the Adviser, which is responsible for
 setting and continually reviewing the asset mix ranges of each Portfolio. Under
 normal market conditions, the Committee is expected to change allocation ranges
 approximately three to five times per year. However, the Committee has broad
 latitude to establish the frequency, as well as the magnitude, of allocation
 changes within the guidelines established for each Portfolio. During periods of
 severe market disruption, allocation ranges may change frequently. It is also
 possible that in periods of stable and consistent outlook no change will be
 made. The Committee's decisions are based on a variety of factors, including
 liquidity, portfolio size, tax consequences and general market conditions,
 always within the context of the appropriate investor profile for each
 Portfolio. Consequently, asset mix decisions for the Alliance Conservative
 Investors Portfolio particularly emphasize risk assessment of each asset class
 viewed over the shorter term, while decisions for the Alliance Growth Investors
 Portfolio are principally based on the longer term total return potential for
 each asset class.

 When the Committee establishes a new allocation range for a Portfolio, it also
 prescribes the length of time during which that Portfolio should achieve an
 asset mix within the new range. To achieve a new asset mix, the Portfolios look
 first to available cash flow. If the Adviser believes that cash flow will be
 insufficient to achieve the desired asset mix, the Portfolios will sell
 securities and reinvest the proceeds in the appropriate asset class.

 The Asset Allocation Portfolios are permitted to use a variety of hedging
 techniques to attempt to control stock market, interest rate and currency
 risks. Each of the Portfolios in the Asset Allocation Portfolios may make loans
 of up to 50% of its total portfolio securities. Each of the Portfolios in the
 Asset Allocation Portfolios may write covered call and put options and may
 purchase call and put options on all the types of securities in which it may
 invest, as well as securities indexes and foreign currencies. Each Portfolio
 may also purchase and sell stock index, interest rate and foreign currency
 futures contracts and options thereon, as well as forward foreign currency
 exchange contracts.

<PAGE>

                                                                      ----------
                                                                              63
- --------------------------------------------------------------------------------

 ALLIANCE BALANCED PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve a high return
 through both appreciation of capital and current income.

 THE INVESTMENT STRATEGY

 The Portfolio invests varying portions of its assets in publicly-traded equity
 and debt securities and money market instruments depending on economic
 conditions, the general level of common stock prices, interest rates and other
 relevant considerations, including the risks associated with each investment
 medium.

 The Portfolio attempts to achieve long-term growth of capital by investing in
 common stock and other equity-type instruments. It will try to achieve a
 competitive level of current income and capital appreciation through
 investments in publicly traded debt securities and a high level of current
 income through investments primarily in high-quality U.S. dollar denominated
 money market instruments.

 The Portfolio's investments in common stocks will primarily consist of common
 stocks that are listed on national securities exchanges. Smaller amounts will
 be invested in stocks that are traded over-the-counter and in other equity-type
 securities.

 The Portfolio at all times will hold at least 25% of its total assets in fixed
 income securities (including, for these purposes, that portion of the value of
 securities convertible into common stock which is attributable to the fixed
 income characteristics of those securities, as well as money market
 instruments). The Portfolio's equity securities will always comprise at least
 25%, but never more than 75%, of the Portfolio's total assets. Consequently,
 the Portfolio will have a minimum or "core holdings" of at least 25% fixed
 income securities and 25% equity securities. Over time, holdings by the
 Portfolio's holdings are currently expected to average approximately 50% in
 fixed income securities and approximately 50% in equity securities. Actual
 asset mixes will be adjusted in response to economic and credit market cycles.


 The Portfolio may also invest up to 20% of its total assets in foreign
 securities and may also make use of various other investment strategies,
 including using of up to 50% of its total portfolio assets for securities
 lending purposes. The Portfolio may also use derivatives, including: writing
 covered call and put options, purchasing call and put options on all the types
 of securities in which it may invest, as well as securities indexes and foreign
 currencies. The Portfolio may also purchase and sell stock index, interest rate
 and foreign currency futures contracts and options thereon.

 The debt securities will consist principally of bonds, notes, debentures and
 equipment trust certificates, as well as debt securities with equity features
 such as conversion or exchange rights or warrants for the acquisition of stock
 or participations based on revenues, rates or profits. These debt securities
 will principally be investment grade securities rated at least Baa by Moody's
 or BBB by S&P, or will be U.S. Government Securities. If such Baa or BBB debt
 securities held by the Portfolio fall below those ratings, the Portfolio will
 not be obligated to dispose of them and may continue to hold them if the
 Adviser considers them appropriate investments under the circumstances. In
 addition, the Portfolio may at times hold some of its assets in cash.

 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:


 ASSET ALLOCATION RISK: In addition to the risks associated with the securities
 in which the Portfolio invests, the Portfolio is subject to the risk that the
 Adviser's allocation of the Portfolio's assets between debt and equity
 securities may adversely affect the Portfolio's value.

 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


                                          __________________ EQ Advisors Trust
<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)

                                                                      ----------
                                                                              64
- --------------------------------------------------------------------------------

 risk that changes in value of the derivative may not correlate perfectly with
 the relevant assets, rates and indices.

 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; expropriation or nationalization; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions.

 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.

 FIXED INCOME RISKS: This Portfolio invests at least 25% of its total assets in
 fixed income securities, therefore, the Portfolio's performance will be
 affected by changes in interest rates, credit risks of the issuer, the duration
 and maturity of the Portfolio's fixed income holdings, and adverse market and
 economic conditions. Other risks that relate to the Portfolio's investment in
 fixed income securities include:

    INTEREST RATE RISK: When interest rates rise, the value (i.e., share price
    and total return) 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.

    INVESTMENT-GRADE SECURITIES RISK: The Portfolio could lose money if the
    issuer or guarantor of a debt security or counterparty to a Portfolio's
    transaction is unable or unwilling to make timely principal and/or interest
    payments, or to honor its financial obligations. Investment grade securities
    which are rated BBB by S&P or an equivalent rating by any other NRSRO, are
    somewhat riskier than higher rated obligations because they are regarded as
    having only an adequate capacity to pay principal and interest, are
    considered to lack outstanding investment characteristics, and may be
    speculative.

 LEVERAGING RISK. When the Portfolio is borrowing money or otherwise leveraging
 its portfolio, the value of an investment in the Portfolio will be more
 volatile and all other risk will tend to be compounded.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities. The risks in lending portfolio securities, as with other extensions
 of secured credit, consist of possible delay in receiving additional
 collateral, or in the recovery of the securities or possible loss of rights in
 the collateral should the borrower fail financially.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last ten calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one, five
 and ten years and compares the Portfolio's performance to: (i) the returns of a
 broad-based index; (ii) the returns of a "blended" index of equity and fixed
 income securities; and (iii) the returns of an index of funds with similar
 investment objectives. Past performance is not an indication of future
 performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance Balanced Portfolio) managed by the
 Adviser using the same investment objectives and strategy as the


<PAGE>

                                                                      ----------
                                                                              65
- --------------------------------------------------------------------------------

 Portfolio. For these purposes, the Portfolio is considered to be the successor
 entity to the predecessor registered investment company (HRT/Alliance Balanced
 Portfolio) whose inception date is January 27, 1986. The assets of the
 predecessor will be transferred to the Portfolio on October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.

                        CALENDAR YEAR ANNUAL TOTAL RETURN


 1989    1990    1991    1992    1993    1994    1995    1996     1997    1998

25.8%    0.3%   41.3%   -2.8%   12.3%   -8.0%   19.8%   11.70%   15.1%   18.1%

Best quarter (% and time period)           Worst quarter (% and time period)
15.13% (1991 4th Quarter)                  -8.29% (1990 3rd Quarter)


                                 ONE YEAR     FIVE YEARS     TEN YEARS

 Alliance Balanced Portfolio
   - Class IA Shares            18.11%       10.82%         12.51%
 50% S&P 500 Index/50%
   Lehman Gov't/Corp.*          19.02%       16.88%         15.21%
 S&P 500 Index*                 28.58%       24.06%         19.21%
 Lipper Balanced Mutual
   Funds Average                13.48%       13.84%         12.97%


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


  WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 ROBERT G. HEISTERBERG has been responsible for the day-to-day management of
 the Portfolio and its predecessor since February 12, 1996. Mr. Heisterberg, a
 Senior Vice President of Alliance and Global Economic Policy Analysis, has
 been associated with Alliance since 1977.


                                     ______________________  EQ Advisors Trust
<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)


- ----------
66
- --------------------------------------------------------------------------------

 ALLIANCE CONSERVATIVE INVESTORS
 PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve a high total return without, in the
 opinion of the Adviser, undue risk to principal.

 THE INVESTMENT STRATEGY

 The Portfolio invests varying portions of its assets in high quality,
 publicly-traded fixed income securities (including money market instruments and
 cash) and publicly-traded common stocks and other equity securities of U.S. and
 non-U.S. issuers.

 The Portfolio will at all times hold at least 40% of its assets in investment
 grade fixed income securities, each having a duration, as determined by the
 Adviser, that is less than that of a 10-year Treasury bond (the "fixed income
 core"). The Portfolio is generally expected to hold approximately 70% of its
 assets in fixed income securities (including the fixed income core) and 30% in
 equity securities. Actual asset mixes will be adjusted in response to economic
 and credit market cycles. The fixed income asset class will always comprise at
 least 50%, but never more than 90%, of the Portfolio's total assets. The equity
 class will always comprise at least 10%, but never more than 50%, of the
 Portfolio's total assets.


   Duration is a measure of the weighted average maturity of the bonds held by
   the Portfolio and can be used by the Adviser as a measure of the sensitivity
   of the market value of the Portfolio to changes in interest rates. Generally,
   the longer the duration of the Portfolio, the more sensitive its market value
   will be to changes in interest rates.


   In some cases, the Adviser's calculation of duration will be based on certain
   assumptions (including assumptions regarding prepayment rates, in the
   mortgage-backed or asset-backed securities, and foreign and domestic interest
   rates). As of December 31, 1998, the Adviser considered the duration of a
   10-year Treasury bond to be 4.68 years. The Portfolio's investments will
   generally have a final maturity of not more than ten years or a duration not
   exceeding that of a 10-year Treasury note.

 All debt securities held by the Portfolio will be of investment grade (i.e.,
 rated at least BBB by S&P or Baa by Moody's) or unrated securities of
 comparable quality as determined by the Adviser. The equity securities invested
 in by the Portfolio will consist primarily of common stocks, including
 convertible securities, common stocks that are listed on national securities
 exchanges. The Portfolio may also invest in stocks that are traded
 over-the-counter and in other equity-type securities. No more than 15% of the
 Portfolio's assets will be invested in securities of non-U.S. issuers.

 The Portfolio may also make use of various other investment strategies, and
 derivatives. Up to 50% of its total assets may be used for securities lending
 purposes.

 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:


 ASSET ALLOCATION RISK: In addition to the risks associated with the securities
 in which the Portfolio invests, the Portfolio is subject to the risk that the
 Adviser's allocation of the Portfolio's assets between debt and equity
 securities may adversely affect the Portfolio's value.

 FIXED INCOME RISKS: This Portfolio invests primarily in fixed income
 securities, therefore, the Portfolio's performance will be affected by changes
 in interest rates, credit risks of the issuer, the duration and maturity of the
 Portfolio's fixed income holdings, and adverse market and

<PAGE>

                                                                      ----------
                                                                              67
- --------------------------------------------------------------------------------

 economic conditions. Other risks that relate to the Portfolio's investment in
 fixed income securities include:

    INTEREST RATE RISK: When interest rates rise, the value (i.e., share price
    and total return) 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.

    INVESTMENT-GRADE SECURITIES RISK: The Portfolio could lose money if the
    issuer or guarantor of a debt security or counterparty to a Portfolio's
    transaction is unable or unwilling to make timely principal and/or interest
    payments, or to honor its financial obligations. Investment grade securities
    which are rated BBB by S&P or an equivalent rating by any other NRSRO, are
    somewhat riskier than higher rated obligations because they are regarded as
    having only an adequate capacity to pay principal and interest, are
    considered to lack outstanding investment characteristics, and may be
    speculative.

    MORTGAGE-BACKED SECURITIES RISK: Rising interest rates may cause the
    duration of mortgage-backed securities to increase, making them even more
    susceptible to interest rate changes. Falling interest rates may cause the
    value and yield of mortgage-backed securities to fall. Falling interest
    rates also may encourage borrowers to pay off their mortgages sooner than
    anticipated (pre-payment). The Portfolio would need to reinvest the pre-paid
    funds at the newer, lower interest rates.

 CONVERTIBLE SECURITIES RISK: Convertible securities generally 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.
 The value of convertible securities fluctuates both in relation to changes in
 interest rates and changes in the value of the underlying common stock.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities. The risks in lending portfolio securities, as with other extensions
 of secured credit, consist of possible delay in receiving additional
 collateral, or in the recovery of the securities or possible loss of rights in
 the collateral should the borrower fail financially.

 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 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; expropriation or nationalization; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions.

 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.

 LEVERAGING RISK: When the Portfolio is borrowing money or otherwise leveraging
 its portfolio, the value of an investment in the Portfolio will be more
 volatile and all other risk will tend to be compounded.


                                        ____________________ EQ Advisors Trust
<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)


- ----------
68
- --------------------------------------------------------------------------------

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last nine calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one year,
 five years and since inception and compares the Portfolio's performance to: (i)
 the returns of a broad-based index; (ii) the returns of a "blended" index of
 fixed income and equity securities; and (iii) the returns of an index of funds
 with similar investment objectives. Past performance is not an indication of
 future performance.

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance Conservative Investors Portfolio)
 managed by the Adviser using the same investment objectives and strategy as the
 Portfolio. For these purposes, the Portfolio is considered to be the successor
 entity to the predecessor registered investment company (HRT/Alliance
 Conservative Investors Portfolio) whose inception date is October 2, 1989. The
 assets of the predecessor will be transferred to the Portfolio on October 1,
 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.

                        CALENDAR YEAR ANNUAL TOTAL RETURN

    1990    1991    1992    1993    1994    1995    1996    1997    1998

    6.3%   19.8%    5.6%   10.8%   -4.1%   20.4%    5.2%   13.3%   13.9%



Best quarter (% and time period)         Worst quarter (% and time period)
7.65% (1998 4th Quarter)                 -3.21% (1994 1st Quarter)


                                                            SINCE
                             ONE YEAR     FIVE YEARS     INCEPTION

  Alliance Conservative
    Investors Portfolio -
    Class IA Shares            13.88%        9.40%          9.99%
  70% Lehman Treasury/30%
    S&P 500 Index*             15.59%       13.37%         12.08%
  S&P 500 Index*               28.58%       24.06%         17.62%
  Lipper Flexible Portfolio
    Average                    14.20%       14.31%         12.55%


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


 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 ROBERT G. HEISTERBERG has been responsible for the day-to-day management of
 the Portfolio and its predecessor since February 12, 1996. Mr. Heisterberg, a
 Senior Vice President of Alliance and Global Economic Policy Analysis, has
 been associated with Alliance since 1977.


<PAGE>

                                                                      ----------
                                                                              69
- --------------------------------------------------------------------------------

 ALLIANCE GROWTH INVESTORS PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to achieve the highest total return consistent
 with the Adviser's determination of reasonable risk.

 THE INVESTMENT STRATEGY

 The Portfolio allocates varying portions of its assets to a number of asset
 classes. The fixed income asset class will always comprise at least 10%, but
 never more than 60%, of the Portfolio's total assets. The equity class will
 always comprise at least 40%, but never more than 90%, of the Portfolio's total
 assets. Over time, the Portfolio's holdings, on average, are expected to be
 allocated 70% to equity securities and 30% to debt securities. Actual asset
 mixes will be adjusted in response to economic and credit market cycles.

 The Portfolio's investments in equity securities will include both
 exchange-traded and over-the counter common stocks and other equity securities,
 including foreign stocks, preferred stocks, convertible debt instruments, as
 well as securities issued by small-and mid-sized companies that have favorable
 growth prospects.

 The Portfolio's debt securities may include foreign debt securities, investment
 grade fixed income securities (including cash and money market instruments) as
 well as lower quality, higher yielding debt securities (junk bonds). The
 Portfolio may also make use of various other investment strategies and
 derivatives. Up to 50% of its total assets may be used for securities lending
 purposes. No more than 30% of the Portfolio's assets will be invested in
 securities of foreign issuers.

 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:

 ASSET ALLOCATION RISK: In addition to the risks associated with the securities
 in which the Portfolio invests, the Portfolio is subject to the risk that the
 Adviser's allocation of the Portfolio's assets between debt and equity
 securities may adversely affect the Portfolio's value.

 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 investment-grade
 securities which are rated BBB by S&P or an equivalent rating by any other
 NRSRO, it will be exposed to greater risk than if it invested in higher-rated
 obligations because BBB-rated 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. Other risks
 that relate to the Portfolio's investment in fixed income securities include:

    INTEREST RATE RISK: When interest rates rise, the value (i.e., share price
    and total return) 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.

    JUNK BOND RISK: The Portfolio may invest a portion of its assets in "junk
    bonds" or lower-rated securities rated BB or lower by S&P or an equivalent
    rating by any other NRSRO or unrated securities of similar quality.
    Therefore, credit risk is particularly significant for this Portfolio. Junk
    bonds have speculative elements or are predominantly speculative credit
    risks. This Portfolio may also be subject to greater credit risk because it
    may invest in debt securities issued in connection with corporate


                                       _____________________ EQ Advisors Trust
<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)


- ----------
70
- --------------------------------------------------------------------------------

    restructurings by highly leveraged issuers or in debt securities not current
    in the payment of interest or principal, or in default.

 LEVERAGING RISK. When the Portfolio is borrowing money or otherwise leveraging
 its portfolio, the value of an investment in the Portfolio will be more
 volatile and all other risk will tend to be compounded.

 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 are those of larger, more established companies because: the
 securities of such companies are less well-known, held primarily by insiders or
 institutional investors 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; such companies have limited financial
 resources or may depend on a few key employees; and the products of
 technologies of such companies may be at a relatively early stage of
 development or not fully tested.

 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.

 CONVERTIBLE SECURITIES RISK: Convertible securities generally 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.
 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 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; expropriation or nationalization; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions.

 SECURITIES LENDING RISK: This Portfolio may make secured loans of its portfolio
 securities. The risks in lending portfolio securities, as with other extensions
 of secured credit, consist of possible delay in receiving additional
 collateral, or in the recovery of the securities or possible loss of rights in
 the collateral should the borrower fail financially.

 PORTFOLIO PERFORMANCE

 The bar chart below illustrates the Portfolio's annual total returns for each
 of the last nine calendar years and some of the risks of investing in the
 Portfolio by showing yearly changes in the Portfolio's performance. The table
 below shows the Portfolio's average annual total returns for the past one year,
 five years and since inception and compares the Portfolio's performance to: (i)
 the returns of a broad-based index; (ii) the returns of a "blended" index of
 equity and fixed income securities; and (iii) the returns of an index of funds
 with similar investment objectives. Past performance is not an indication of
 future performance.

<PAGE>

                                                                      ----------
                                                                              71
- --------------------------------------------------------------------------------

 The Portfolio's performance shown below is the performance of its predecessor
 registered investment company (HRT/Alliance Growth Investors Portfolio) managed
 by the Adviser using the same investment objectives and strategy as the
 Portfolio. For these purposes, the Portfolio is considered to be the successor
 entity to the predecessor registered investment company (HRT/Alliance Growth
 Investors Portfolio) whose inception date is October 2, 1989. The assets of the
 predecessor will be transferred to the Portfolio on October 1, 1999.

 Both the bar chart and table assume reinvestment of dividends and
 distributions. The performance results do not reflect any insurance and
 Contract-related fees and expenses, which would reduce the performance results.

                        CALENDAR YEAR ANNUAL TOTAL RETURN


       1990    1991    1992    1993    1994    1995    1996    1997    1998

      10.7%   48.8%    4.9%   15.3%   -3.2%   26.4%   12.6%   16.9%   19.1%


Best quarter (% and time period)             Worst quarter (% and time period)
18.16% (1998 4th Quarter)                    -10.60% (1990 3rd Quarter)



                                                           SINCE
                             ONE YEAR     FIVE YEARS     INCEPTION

  Alliance Growth Investors
    Portfolio - Class IA
    Shares                     19.13%       13.92%         16.09%
  70% S&P 500 Index/30%
    Lehman Gov't/Corp.*        22.85%       19.96%         15.55%
  S&P 500 Index*               28.58%       24.06%         17.62%
  Lipper Flexible Portfolio
    Average*                   14.20%       14.31%         12.55%


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

 WHO MANAGES THE PORTFOLIO

 ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the Americas,
 New York, New York 10105. Alliance has been the Adviser to the Portfolio and
 its predecessor (registered investment company) since the predecessor commenced
 operations. Alliance, a publicly traded limited partnership, is indirectly
 majority-owned by Equitable. Alliance manages investment companies, endowment
 funds, insurance companies, foreign entities, qualified and non-tax qualified
 corporate funds, public and private pension and profit-sharing plans,
 foundations and tax-exempt organizations.

 ROBERT G. HEISTERBERG has been responsible for the day-to-day management of
 the Portfolio and its predecessor since February 12, 1996. Mr. Heisterberg, a
 Senior Vice President of Alliance and Global Economic Policy Analysis, has
 been associated with Alliance since 1977.

                                   _________________________ EQ Advisors Trust
<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)


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 EQ/EVERGREEN FOUNDATION PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to provide, in order of priority, reasonable
 income, conservation of capital and capital appreciation.


   For purposes of this Portfolio, the words "reasonable income" mean moderate
   income.


 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in a combination of common stocks, preferred
 stocks, securities that are convertible into or exchangeable for common stocks,
 investment grade corporate debt securities, securities of or guaranteed by the
 U.S. Government, its agencies or instrumentalities, and short-term debt
 instruments, such as high quality commercial paper, and obligations of
 FDIC-member banks. Investments in common stocks focus on those that pay
 dividends and have the potential for capital appreciation. Common stocks are
 selected based on a combination of financial strength and estimated growth
 potential. Bonds are selected based on the Adviser's projections of interest
 rates, varying amounts and maturities in order to achieve capital protection
 and, when possible, capital appreciation. The asset allocation of the Portfolio
 will vary in accordance with changing economic and market conditions.

 Under normal market conditions, at least 25% of the Portfolio's net assets will
 be invested in fixed income securities. In selecting debt securities, the
 Adviser will emphasize securities that the Adviser believes will not be subject
 to significant fluctuations in value. The corporate debt obligations purchased
 by the Portfolio will be rated A or higher by S&P and Moody's. The Fund is not
 managed with a targeted maturity.

 When market or financial conditions warrant, the Portfolio may invest 100% of
 its assets in short-term obligations 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:


 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 investment grade
 securities which are rated BBB by S&P or an equivalent rating by any other
 Nationally Recognized Statistical Rating Organization ("NRSRO"), it will be
 exposed to greater risk than higher-rated obligations because BBB rated
 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.

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


 PORTFOLIO PERFORMANCE

 The inception date for this Portfolio is December 31, 1998. Therefore, no
 performance information is available.


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 WHO MANAGES THE PORTFOLIO

 EVERGREEN ASSET MANAGEMENT CORP. ("Evergreen"), 2500 Westchester Avenue,
 Purchase, New York 10577. Evergreen has been the Adviser to the Portfolio
 since it commenced operations. Evergreen is a registered investment adviser
 and a wholly-owned subsidiary of First Union Corporation. Evergreen offers a
 broad range of financial services to individuals and businesses throughout the
 United States.

 JEAN LEDFORD and RICHARD WELSH became co-managers of the Portfolio in August
 1999. Jean Ledford, CFA, became President and Chief Executive Officer of
 Evergreen in August 1999. From February 1997 until she joined Evergreen, Ms.
 Ledford worked as a portfolio manager at American Century Investments
 ("American Century"). From 1980 until she joined American Century, Ms. Ledford
 was the investment director at the State of Wisconsin Investment Board.

 Mr. Welsh joined Evergreen as Senior Vice President and portfolio manager in
 August 1999. Prior to joining Evergreen, he worked for five years as a
 portfolio manager and analyst at American Century.


                                  _________________________  EQ Advisors Trust
<PAGE>

3 More information on principal risks


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74
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 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 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.

<PAGE>

                                                                      ----------
                                                                              75
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 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.
 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 or repurchase agreements, which involve a
        promise by a third party to honor an obligation to the Portfolio.

        Credit risk is particularly significant for the Portfolios, such as the
        Alliance Growth Investors Portfolio and the Alliance High Yield
        Portfolio, that invest a material portion of their assets in "junk
        bonds" or lower-rated securities (i.e., rated BB or lower by S&P or an
        equivalent rating by any other NRSRO or unrated securities of similar
        quality). These debt securities and similar unrated securities have
        speculative elements or are predominantly speculative. Portfolio such as
        the Alliance Growth Investors Portfolio and the Alliance High Yield
        Portfolio may also be subject to greater credit risk because they may
        invest in debt securities issued in connection with corporate
        restructurings by highly leveraged issuers or in debt securities not
        current in the payment of interest or principal, or in default.

        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


                                ____________________________ EQ Advisors Trust
<PAGE>

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        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 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 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.

        JUNK BONDS OR LOWER RATED SECURITIES RISK: Bonds rated below investment
        grade by S&P and Moody's are speculative in nature, may be subject to
        certain risks with respect to the issuing entity and to greater market
        fluctuations than higher rated fixed income securities. They are usually
        issued by companies without long track records of sales and earnings, or
        by those companies with questionable credit strength. These bonds are
        considered "below investment grade." The retail secondary market for
        these "junk bonds" may be less liquid than that of higher rated
        securities and adverse conditions could make it difficult at times to
        sell certain securities or could result in lower prices than those used
        in calculating the Portfolio's net asset value.

 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


<PAGE>

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                                                                              77
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        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 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.


                                      ______________________ EQ Advisors Trust
<PAGE>

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 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: The Alliance 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 Alliance Equity Index
 Portfolio utilizes proprietary modeling techniques to match the performance
 results of the S&P 500 Index. Therefore, the Portfolio will invest in the
 securities included in the relevant index or substantially identical securities
 regardless of market trends. The Portfolio cannot modify its investment
 strategies to respond to changes in the economy, which means it 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 borrows money or otherwise leverages 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.

 MONEY MARKET RISK: Although a money market fund is designed to be a relatively
 low risk investment, it is not entirely free of risk. Despite the short
 maturities and high credit quality of the Alliance Money Market Portfolio's
 investments, increases in interest rates and deteriorations in the credit
 quality of the instruments the Portfolio has purchased may reduce the
 Portfolio's yield. In addition, the Portfolio is still subject to the risk that
 the value of an investment may be eroded over time by inflation.

 PORTFOLIO TURNOVER RISK: Consistent with their investment policies, the
 Portfolios also will purchase and sell securities without regard to the effect
 on portfolio turnover. Higher portfolio turnover (e.g., over 100% per year)
 will cause a Portfolio to incur additional transaction costs and may result in
 taxable gains being passed through to shareholders.

 SECURITIES LENDING RISK: For purposes of realizing additional income, each
 Portfolio may lend securities to broker-dealers approved by the Board of
 Trustees. In addition, the Alliance High Yield and Alliance Intermediate
 Government Securities Portfolios may each make secured loans of its portfolio
 securities without restriction. Any such loan of portfolio securities will be
 continuously secured by collateral at least equal to the value of the security
 loaned. Such collateral will be in the form of cash, marketable


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 securities issued or guaranteed by the U.S. Government or its agencies, or a
 standby letter of credit issued by qualified banks. The risks in lending
 portfolio securities, as with other extensions of secured credit, consist of
 possible delay in receiving additional collateral or in the recovery of the
 securities or possible loss of rights in the collateral should the borrower
 fail financially. Loans will only be made to firms deemed by the Adviser to be
 of good standing and will not be made unless, in the judgment of the Adviser,
 the consideration to be earned from such loans would justify the risk.

 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
 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.

 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.


                                   _________________________ EQ Advisors Trust
<PAGE>

4 Management of the Trust



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 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 forty (40) Portfolios, each of which has authorized Class IA and
 Class IB shares. Each Portfolio has its own objectives, investment strategies
 and risks, which have been previously described in this prospectus.


 THE MANAGER

 EQ Financial Consultants, Inc. ("EQFC"), 1290 Avenue of the Americas, New York,
 New York 10104, currently serves as the Manager of the Trust. The Board of
 Trustees of the Trust has approved a transfer to Equitable of the Trust's
 Investment Management Agreement with EQFC. This transfer is expected to be
 completed in September 1999. Upon completion of the transfer, Equitable will
 serve as the Manager of the Trust. However, until completion of the transfer,
 EQFC will continue to serve in that capacity. Equitable, 1290 Avenue of the
 Americas, New York, New York 10104, is the indirect corporate parent of EQFC.
 Both EQFC and Equitable are investment advisers registered under the Investment
 Advisers Act of 1940, as amended, and EQFC is a broker-dealer registered under
 the Securities Exchange Act of 1934, as amended.

 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 has filed an application ("Substitution Application") requesting
 that the SEC approve the substitution of Class IA and Class IB shares of 14 new
 Portfolios of the Trust for the same class of shares of corresponding
 portfolios of The Hudson River Trust ("HRT"). Alliance Capital Management L.P.
 ("Alliance") will serve as Adviser for each of those 14 new Portfolios. The
 Substitution Application states that, with respect to those 14 new Portfolios
 advised by Alliance, the Manager will not use the powers granted to it under
 the Multi-Manager Order (i) to terminate Alliance and select a new Adviser for
 those Portfolios or (ii) to materially modify the Investment Advisory Agreement
 between the Manager and Alliance without first obtaining shareholder approval
 to utilize the powers granted under the Multi-Manager Order or the approval of
 shareholders to materially modify the Investment Advisory Agreement.


<PAGE>

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 The twenty (20) Portfolios listed in the table below did not commence
 operations during 1998. 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 is entitled to receive in 1999 for managing each of these Portfolios.
 As explained in the next section, the Portfolios listed below (except for the
 Portfolios for which Alliance serves as Investment Adviser) are subject to an
 expense limitation agreement between the Trust and Manager, which affects the
 rate of management fees to be received by the Manager on behalf of each
 Portfolio.

     ANNUAL RATE OF MANAGEMENT FEES


 PORTFOLIOS                                ANNUAL RATE

 Alliance Aggressive Stock(3)                  0.54%
 Alliance Balance(3)                           0.41%
 Alliance Common Stock(3)                      0.36%
 Alliance Conservative Investors(3)            0.48%
 Alliance Equity Index(3)                      0.31%
 Alliance Global(3)                            0.64%
 Alliance Growth and Income(3)                 0.55%
 Alliance Growth Investors(3)                  0.51%
 Alliance High Yield(3)                        0.60%
 Alliance Intermediate Government              0.50%
   Securities(3)
 Alliance International(3)                     0.90%
 Alliance Money Market(3)                      0.35%
 Alliance Quality Bond(3)                      0.53%
 Alliance Small Cap Growth(3)                  0.90%
 Capital Guardian Research(1)                  0.65%
 Capital Guardian U.S. Equity(1)               0.65%
 EQ/Alliance Premier Growth(1)                 0.90%
 EQ/Evergreen(2)                               0.75%
 EQ/Evergreen Foundation(2)                    0.63%
 MFS Growth with Income(2)                     0.55%


 1 The inception date for this Portfolio was April 30, 1999.
 2 The inception date for this Portfolio was December 31, 1998.
 3 The inception date for this Portfolio is October 1, 1999.

 EXPENSE LIMITATION AGREEMENT

 In the interest of limiting expenses of each Portfolio (except for the
 Portfolios for which Alliance serves as Investment Adviser, other than
 EQ/Alliance Premier Growth 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:


 EXPENSE LIMITATION RATES


                                     AMOUNT EXPENSES
                                   LIMITED TO (% OF
 PORTFOLIOS                        DAILY NET ASSETS)

 Capital Guardian Research                0.70%
 Capital Guardian U.S. Equity             0.70%
 EQ/Alliance Premier Growth               0.90%
 EQ/Evergreen                             0.80%
 EQ/Evergreen Foundation                  0.70%
 MFS Growth with Income                   0.60%


 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

                                    ________________________ EQ Advisors Trust
<PAGE>

- ----------
82
- --------------------------------------------------------------------------------

 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 total amount of reimbursement to which the Manager may be entitled will
 equal, at any time, the sum of (i) all investment management fees previously
 waived or reduced by the Manager and (ii) all other payments previously
 remitted by the Manager to the Portfolio during any of the previous five (5)
 fiscal years, less any reimbursement that the Portfolio has previously paid to
 the Manager with respect to (a) such investment management fees previously
 waived or reduced and (b) such other payments previously remitted by the
 Manager to the Portfolio.


 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, the Multi-Manager Order, from the
 SEC that permits the Manager, subject to 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 and certain non-affiliated insurance companies and certain of their
 separate accounts (collectively, "Applicants") have filed a Substitution
 Application with the SEC. Applicants have included, as a term of the
 Substitution Application, that with respect to those Portfolios for which
 Alliance serves as Adviser (other than EQ/Alliance Premier Growth Portfolio),
 the Manager will not: (i) terminate Alliance and select a new Adviser for those
 Portfolios or (ii) materially modify the existing investment advisory agreement
 without first either obtaining approval of shareholders for such actions or
 obtaining approval of shareholders to utilize the Multi-Manager Order.

 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.

 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.

<PAGE>

                                                                      ----------
                                                                              83
- --------------------------------------------------------------------------------

 THE TRANSFER AGENT

 Equitable 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, based upon advice of counsel,
 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.


                                       _____________________ EQ Advisors Trust
<PAGE>

5 Fund distribution arrangements

- -----------
84
- --------------------------------------------------------------------------------

 The Trust offers two classes of shares on behalf of each Portfolio: Class IA
 shares and Class IB shares. EQ Financial Consultants, Inc. ("EQFC") 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. ("EDI") 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. EQFC and EDI are affiliates of Equitable. Both EQFC and EDI are
 registered as broker-dealers under the Securities Exchange Act of 1934 and are
 members of the National Association of Securities Dealers, Inc.

 The Trust has adopted a Distribution Plan under Rule 12b-1 under the 1940 Act
 for the Trust's Class IB shares. Under the Class IB Distribution Plan the Class
 IB shares of the Trust pay each of the distributors an annual fee to compensate
 them for promoting, selling and servicing shares of the Portfolios. The annual
 fees equal 0.25% of each Portfolio's average daily net assets. Over time, the
 fees will increase your cost of investing and may cost you more than other
 types of charges.


<PAGE>

6 Purchase and redemption



                                                                       ---------
                                                                              85
- --------------------------------------------------------------------------------

 The price at which a purchase or redemption is effected is based on the next
 calculation of net asset value 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 ("NYSE") is closed for trading.

 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 because foreign
 securities (other than depositary receipts) are valued at the close of business
 in the applicable foreign country.

 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.

<PAGE>

7 How assets are valued


- -----------
86
- --------------------------------------------------------------------------------

 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, or in American Depository Receipts
    or similar form, in the United States are valued at representative quoted
    prices in the currency in the country of origin. Foreign currency is
    converted into United States dollar equivalents at current exchange rates.
    Because foreign markets may be open at different times than the NYSE, the
    value of a Portfolio's shares may change on days when shareholders are not
    able to buy or sell them. If events materially affecting the values of the
    Portfolios' foreign investments occur between the close of foreign markets
    and the close of regular trading on the NYSE, these investments may be
    valued at their fair value.

 o  Short-term debt securities in the Portfolios, other than the Alliance Money
    Market Portfolio, which mature in 60 days or less are valued at amortized
    cost, which approximates market value. Securities held in the Alliance Money
    Market Portfolio are valued at prices based on equivalent yields or yield
    spreads.

 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 of the Trust using its
    best judgment.


<PAGE>

8 Tax information


                                                                     -----------
                                                                              87
- --------------------------------------------------------------------------------

 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 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.


<PAGE>

9 Prior performance of each adviser



                                                                      ----------
                                                                              88
- --------------------------------------------------------------------------------

 The following table provides information concerning the historical performance
 of another registered investment company (or series) or other institutional
 private accounts 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.


 Composite performance data relating to the historical performance of
 institutional private accounts managed by the relevant Adviser was calculated
 on a total return basis and includes all losses. As specified below, this
 composite performance data is provided only for the Capital Guardian U.S.
 Equity Research Portfolio-Diversified Composite and the Capital Guardian U.S.
 Equity Composite (collectively, the "Composites"). The total returns for each
 Composite reflect the deduction of investment advisory fees, brokerage
 commissions and execution costs paid by Capital Guardian's institutional
 private accounts, without provision for federal or state income taxes.
 Custodial fees, if any, were not included in the calculation. Each Composite
 includes all actual, fee-paying, discretionary institutional private accounts
 managed by Capital Guardian that have investment objectives, policies,
 strategies and risks substantially similar to those of the relevant Portfolio.
 Securities transactions are accounted for on the trade date and accrual
 accounting is utilized. Cash and equivalents are included in performance
 returns. The institutional private accounts that are included in the Composite
 are not subject to the same types of expenses to which the relevant Portfolio
 is subject or to the diversification requirements, specific tax restrictions
 and investment limitations imposed on the Portfolio by the 1940 Act or
 Subchapter M of the Internal Revenue Code. Consequently, the performance
 results for the Composite could have been adversely affected if the
 institutional private accounts included in the Composite had been regulated as
 investment companies under the federal securities laws.


 The major difference between the SEC prescribed calculation of average annual
 total returns for registered investment companies or (series thereof) and total
 returns for composite performance is that average annual total returns reflects
 all fees and charges applicable to the registered investment company in
 question and the total return calculation for the Composite reflects only those
 fees and charges described in the paragraph directly above.


 The performance results for the registered investment companies or Composite
 presented below are subject to lower fees and expenses than the relevant
 Portfolios although in most instances the fees and expenses are substantially
 similar. In addition, holders of Contracts representing interests in the
 Portfolio below will be subject to charges and expenses relating to such
 insurance


<PAGE>

                                                                           -----
                                                                              89
- --------------------------------------------------------------------------------

 contracts. The performance results presented above do not reflect any insurance
 related expenses and would be reduced if such charges were reflected.

 The investment results presented below are unaudited. For more information on
 the specified market indices used below, see the section "The Benchmarks."

ANNUAL RATES OF RETURN OF OTHER FUNDS OR ACCOUNTS MANAGED BY ADVISERS
AS OF 12/31/98

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>
                                                                  1           5           10        Since      Inception
 OTHER FUND OR ACCOUNT MANAGED BY ADVISER (EQAT Portfolio)      Year       Years       Years     Inception      Date
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>         <C>         <C>         <C>
Benchmark
- ------------------------------------------------------------------------------------------------------------------------
 ALLIANCE PREMIER GROWTH FUND, INC. - ADVISOR CLASS(4)(EQ/ALLIANCE PREMIER GROWTH PORTFOLIO)
                                                                 49.85%        N/A        N/A         42.97%      10/1/96
S&P 500 Index(2)                                                 28.57%        N/A        N/A         21.60%
- ------------------------------------------------------------------------------------------------------------------------
 CAPITAL GUARDIAN U.S. EQUITY COMPOSITE (CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO)
                                                                 22.76%       22.15%     17.95%                  12/31/66
S&P 500 Index(2)                                                 28.57%       24.06%     19.21%
- ------------------------------------------------------------------------------------------------------------------------
 CAPITAL GUARDIAN U.S. EQUITY RESEARCH PORTFOLIO - DIVERSIFIED COMPOSITE (CAPITAL GUARDIAN RESEARCH PORTFOLIO)
                                                                 28.33%       24.41%      N/A         21.62%      3/31/93
S&P 500 Index(2)                                                 28.57%       24.06%      N/A         21.68%
- ------------------------------------------------------------------------------------------------------------------------
 EVERGREEN FUND - CLASS Y SHARES (EQ/EVERGREEN PORTFOLIO)
                                                                  7.23%       17.82%     14.72%                  10/15/71
Russell 2000 Index(3)                                            (2.54)%      11.86%     12.94%
 EVERGREEN FOUNDATION FUND - CLASS Y SHARES (EQ/EVERGREEN FOUNDATION PORTFOLIO)
                                                                 12.21%       15.06%      N/A         16.89%       1/2/90
S&P 500 Index(2)                                                 28.57%       24.06%      N/A         18.82%
- ------------------------------------------------------------------------------------------------------------------------
 MASSACHUSETTS INVESTORS TRUST1 (MFS GROWTH WITH INCOME PORTFOLIO)
                                                                 22.95%       22.97%     19.15%                   7/15/24
S&P 500 Index(2)                                                 28.57%       24.06%     19.21%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

 (1) Performance for the Class A shares. The Class A shares are in many
     instances subject to a front-end sales charge of up to 5.75%. 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) The Russell 2000 Index is an unmanaged index (with no defined investment
     objective) composed of approximately 2,000 small-capitalization stocks and
     includes reinvestments 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.
 (4) 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.


                                        ____________________ EQ Advisors Trust
<PAGE>

10 Financial Highlights

- -------
90
- --------------------------------------------------------------------------------

No financial highlights are presented for EQ/Evergreen Foundation Portfolio,
EQ/Evergreen Portfolio and MFS Growth with Income, each of which received
initial capital on December 31, 1998. In addition no financial highlights are
presented for Capital Guardian Research Portfolio, Capital Guardian U.S. Equity
Portfolio or EQ/Alliance Premier Growth Portfolio, each of which received
initial capital on April 30, 1999.


<PAGE>

THE HUDSON RIVER TRUST
FINANCIAL HIGHLIGHTS
December 31, 1998Financial Highlights

SELECTED DATA FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH PERIOD(A)

                                                                           -----
                                                                              91
- --------------------------------------------------------------------------------

The financial highlights tables below are intended to help you understand the
financial performance for fourteen (14) of the Portfolios that are advised by
Alliance (other than the EQ/Alliance Premier Growth Portfolio) for the past five
(5) years (or, if shorter, the period of the Portfolio's operations). The
financial information relating to both the Class IA shares and the Class IB
shares for those fourteen (14) Portfolios has been derived from the audited
financial statements of HRT for the year ended December 31, 1998. The Class IA
shares and the Class IB shares of each HRT Portfolio listed below will be
substituted for Class IA and Class IB shares of the corresponding Portfolio of
the Trust and the assets and liabilities of the respective HRT Portfolio will be
transferred to its corresponding Portfolio of the Trust on or about October 1,
1999. These financial statements have been audited by PricewaterhouseCoopers
LLP, independent accountants. PricewaterhouseCoopers LLP's report on HRT
financial statements as of December 31, 1998 appears in HRT's Annual Report. The
information should be read in conjunction with the financial statements
contained in HRT's Annual Report which are incorporated by reference into the
Trust's Statement of Additional Information (SAI) and available upon request.

ALLIANCE AGGRESSIVE STOCK PORTFOLIO:



<TABLE>
<CAPTION>
                                                                                   CLASS IA
                                                  ---------------------------------------------------------------------------
                                                                            YEAR ENDED DECEMBER 31,
                                                  ---------------------------------------------------------------------------
                                                        1998           1997           1996           1995            1994
                                                  -------------- -------------- -------------- -------------- ---------------
<S>                                               <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of
  period (b) ....................................   $   36.22      $   35.85      $   35.68      $   30.63       $   31.89
                                                    ---------      ---------      ---------      ---------       ---------

  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................        0.09           0.04           0.09           0.10            0.04
  Net realized and unrealized gain (loss) on
   investments ..................................       (0.28)          3.71           7.52           9.54           (1.26)
                                                    ---------      ---------      ---------      ---------       ---------
  Total from investment operations ..............       (0.19)          3.75           7.61           9.64           (1.22)
                                                    ---------      ---------      ---------      ---------       ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........       (0.16)         (0.05)         (0.09)         (0.10)          (0.04)
  Dividends in excess of net investment
   income .......................................           -              -          (0.00)             -              -
  Distributions from realized gains .............       (1.72)         (3.33)         (7.33)         (4.49)             -
  Distributions in excess of realized gains .....           -              -          (0.02)             -              -
  Tax return of capital distributions ...........           -              -              -              -          (0.00)
                                                    ---------      ---------      ---------      ---------       ---------
  Total dividends and distributions .............       (1.88)         (3.38)         (7.44)         (4.59)         (0.04)
                                                    ---------      ---------      ---------      ---------       ---------
Net asset value, end of period ..................   $   34.15      $   36.22      $   35.85      $   35.68       $   30.63
                                                    =========      =========      =========      =========       =========
Total return (c) ................................        0.29%         10.94%         22.20%         31.63%         (3.81)%
                                                    =========      =========      =========      =========       =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............  $4,346,907     $4,589,771     $3,865,256     $2,700,515      $1,832,164
Ratio of expenses to average net assets .........        0.56%          0.54%          0.48%          0.49%          0.49%
Ratio of net investment income (loss) to
  average net assets ............................        0.24%          0.11%          0.24%          0.28%          0.12%
Portfolio turnover rate .........................         105%           123%           108%           127%            92%



<CAPTION>
                                                                   CLASS IB
                                                  -------------------------------------------
                                                         YEAR ENDED             OCTOBER 2,
                                                        DECEMBER 31,             1996 TO
                                                  ------------------------    DECEMBER 31,
                                                       1998        1997           1996
                                                  ------------ ----------- ------------------
<S>                                               <C>          <C>         <C>
Net asset value, beginning of
  period (b) ....................................   $ 36.13      $ 35.83      $    37.28
                                                    -------      -------      ----------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................      0.01        (0.11)         ( 0.01)
  Net realized and unrealized gain (loss) on
   investments ..................................     (0.29)        3.77            0.85
                                                    --------     -------      ----------
  Total from investment operations ..............     (0.28)        3.66            0.84
                                                    --------     -------      ----------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........     (0.12)       (0.03)              -
  Dividends in excess of net investment
   income .......................................         -            -          ( 0.02)
  Distributions from realized gains .............     (1.72)       (3.33)         ( 0.23)
  Distributions in excess of realized gains .....         -            -          ( 2.04)
  Tax return of capital distributions ...........         -            -               -
                                                    --------     -------      ----------
  Total dividends and distributions .............     (1.84)       (3.36)         ( 2.29)
                                                    --------     -------      ----------
Net asset value, end of period ..................   $ 34.01      $ 36.13      $    35.83
                                                    ========     =======      ==========
Total return (c) ................................      0.05%       10.66%           2.32%
                                                    ========     =======      ==========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............   $153,782     $73,486      $      613
Ratio of expenses to average net assets .........       0.82%       0.81%           0.73%(d)
Ratio of net investment income (loss) to
  average net assets ............................       0.02%      (0.28)%         (0.10)%(d)
Portfolio turnover rate .........................        105%        123%            108%
</TABLE>


                                             _______________ EQ Advisors Trust
<PAGE>

- -----
92
- --------------------------------------------------------------------------------

ALLIANCE BALANCED PORTFOLIO:



<TABLE>
<CAPTION>
                                                                                   CLASS IA
                                                  ---------------------------------------------------------------------------
                                                                            YEAR ENDED DECEMBER 31,
                                                  ---------------------------------------------------------------------------
                                                        1998           1997           1996           1995            1994
                                                  -------------- -------------- -------------- -------------- ---------------
<S>                                               <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of
  period (b) ....................................   $   17.58      $   16.64      $   16.76      $   14.87       $   16.67
                                                    ---------      ---------      ---------      ---------       ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................        0.56           0.58           0.53           0.54            0.45
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions .................................        2.54           1.86           1.31           2.36           (1.78)
                                                    ---------      ---------      ---------      ---------       ---------
  Total from investment operations ..............        3.10           2.44           1.84           2.90           (1.33)
                                                    ---------      ---------      ---------      ---------       ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........       (0.50)         (0.59)         (0.53)         (0.54)          (0.44)
  Dividends in excess of net investment
   income .......................................           -              -              -              -           (0.03)
  Distributions from realized gains .............       (1.67)         (0.91)         (1.40)         (0.47)              -
  Distributions in excess of realized gains .....           -              -          (0.03)             -               -
  Tax return of capital distributions ...........           -              -              -              -           (0.00)
                                                    ----------     ----------     ----------     ----------      ---------
  Total dividends and distributions .............       (2.17)         (1.50)         (1.96)         (1.01)          (0.47)
                                                    ----------     ----------     ----------     ----------      ---------
Net asset value, end of period ..................   $   18.51      $   17.58      $   16.64      $   16.76       $   14.87
                                                    ==========     ==========     ==========     ==========      =========
Total return (c) ................................       18.11%         15.06%         11.68%         19.75%          (8.02)%
                                                    ==========     ==========     ==========     ==========      =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............  $1,936,429     $1,724,089     $1,637,856     $1,523,142      $1,329,820
Ratio of expenses to average net assets .........        0.45%          0.45%          0.41%          0.40%           0.39%
Ratio of net investment income to average
  net assets ....................................        3.00%          3.30%          3.15%          3.33%           2.87%
Portfolio turnover rate .........................          95%           146%           177%           186%            115%



<CAPTION>
                                                       CLASS IB
                                                  ---------------
                                                     JULY 8, 1998
                                                         TO
                                                    DECEMBER 31,
                                                        1998
                                                  ---------------
<S>                                               <C>
Net asset value, beginning of
  period (b) ....................................   $   19.48
                                                    ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................        0.24
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions .................................        0.66
                                                    ---------
  Total from investment operations ..............        0.90
                                                    ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........       (0.20)
  Dividends in excess of net investment
   income .......................................           -
  Distributions from realized gains .............       (1.67)
  Distributions in excess of realized gains .....           -
  Tax return of capital distributions ...........           -
                                                    ---------
  Total dividends and distributions .............       (1.87)
                                                    ---------
Net asset value, end of period ..................   $   18.51
                                                    =========
Total return (c) ................................        4.92%
                                                    =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............   $      10
Ratio of expenses to average net assets .........        0.70%(d)
Ratio of net investment income to average
  net assets ....................................        2.65%(d)
Portfolio turnover rate .........................          95%
</TABLE>


<PAGE>

                                                                           -----
                                                                              93
- --------------------------------------------------------------------------------

ALLIANCE COMMON STOCK PORTFOLIO:



<TABLE>
<CAPTION>
                                                                                    CLASS IA
                                                  ----------------------------------------------------------------------------
                                                                            YEAR ENDED DECEMBER 31,
                                                  ----------------------------------------------------------------------------
                                                         1998           1997           1996           1995            1994
                                                  --------------- -------------- -------------- -------------- ---------------
<S>                                               <C>             <C>            <C>            <C>            <C>
Net asset value, beginning of
  period (b) ....................................   $    21.61      $   18.23      $   16.48      $   13.36       $   14.65
                                                    ----------      ---------      ---------      ---------       ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................         0.18           0.14           0.15           0.20            0.20
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions .................................         5.99           5.12           3.73           4.12           (0.51)
                                                    ----------      ---------      ---------      ---------       ---------
  Total from investment operations ..............         6.17           5.26           3.88           4.32           (0.31)
                                                    ----------      ---------      ---------      ---------       ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........        (0.15)         (0.11)         (0.15)         (0.20)          (0.19)
  Dividends in excess of net investment
   income .......................................            -              -              -          (0.02)          (0.01)
  Distributions from realized gains .............        (3.28)         (1.77)         (1.76)         (0.95)          (0.77)
  Distributions in excess of realized gains .....            -              -          (0.22)         (0.03)              -
  Tax return of capital distributions ...........            -              -              -              -           (0.01)
                                                    -----------     ----------     ----------     ----------      ---------
  Total dividends and distributions .............        (3.43)         (1.88)         (2.13)         (1.20)          (0.98)
                                                    -----------     ----------     ----------     ----------      ---------
Net asset value, end of period ..................   $    24.35      $   21.61      $   18.23      $   16.48       $   13.36
                                                    ===========     ==========     ==========     ==========      =========
Total return (c) ................................        29.39%         29.40%         24.28%         32.45%          (2.14)%
                                                    ===========     ==========     ==========     ==========      =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............   $12,061,977    $9,331,994     $6,625,390     $4,879,677      $3,466,245
Ratio of expenses to average net assets .........          0.39%         0.39%          0.38%          0.38%           0.38%
Ratio of net investment income to average
  net assets ....................................          0.75%         0.69%          0.85%          1.27%           1.40%
Portfolio turnover rate .........................            46%           52%            55%            61%             52%



<CAPTION>
                                                                   CLASS IB
                                                  ------------------------------------------
                                                         YEAR ENDED             OCTOBER 2,
                                                        DECEMBER 31,             1996 TO
                                                  -------------------------   DECEMBER 31,
                                                       1998         1997          1996
                                                  ------------ ------------ ----------------
<S>                                               <C>          <C>          <C>
Net asset value, beginning of
  period (b) ....................................   $ 21.58      $ 18.22       $   17.90
                                                    -------      -------       ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................      0.10         0.10            0.02
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions .................................      6.00         5.11            1.52
                                                    -------      -------       ---------
  Total from investment operations ..............      6.10         5.21            1.54
                                                    -------      -------       ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........     (0.10)       (0.08)          (0.00)
  Dividends in excess of net investment
   income .......................................         -            -           (0.03)
  Distributions from realized gains .............     (3.28)       (1.77)          (0.16)
  Distributions in excess of realized gains .....         -            -           (1.03)
  Tax return of capital distributions ...........         -            -               -
                                                    --------     --------      ---------
  Total dividends and distributions .............     (3.38)       (1.85)          (1.22)
                                                    --------     --------      ---------
Net asset value, end of period ..................   $ 24.30      $ 21.58       $   18.22
                                                    ========     ========      =========
Total return (c) ................................     29.06%       29.07%          8.49%
                                                    ========     ========      =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............   $834,144     $228,780      $   1,244
Ratio of expenses to average net assets .........       0.64%        0.64%          0.63%(d)
Ratio of net investment income to average
  net assets ....................................       0.44%        0.46%          0.61%(d)
Portfolio turnover rate .........................         46%          52%            55%
</TABLE>


                                           _________________ EQ Advisors Trust
<PAGE>

- -----
94
- --------------------------------------------------------------------------------

ALLIANCE CONSERVATIVE INVESTORS PORTFOLIO:



<TABLE>
<CAPTION>
                                                                              CLASS IA
                                                  -----------------------------------------------------------------
                                                                       YEAR ENDED DECEMBER 31,
                                                  -----------------------------------------------------------------
                                                       1998         1997         1996         1995          1994
                                                  ------------ ------------ ------------ ------------ -------------
<S>                                               <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of
  period (b) ....................................   $ 11.89      $ 11.29      $ 11.52      $ 10.15       $ 11.12
                                                    -------      -------      -------      -------       -------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................      0.49         0.49         0.50         0.60          0.55
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions .................................      1.12         0.97         0.07         1.43         (1.00)
                                                    -------      -------      -------      -------       -------
  Total from investment operations ..............      1.61         1.46         0.57         2.03         (0.45)
                                                    -------      -------      -------      -------       -------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........     (0.48)       (0.49)       (0.51)       (0.59)        (0.52)
  Distributions from realized gains .............     (0.70)       (0.37)       (0.27)       (0.07)            -
  Distributions in excess of realized gains .....         -            -        (0.02)           -             -
                                                    --------     --------     --------     --------      -------
  Total dividends and distributions .............     (1.18)       (0.86)       (0.80)       (0.66)        (0.52)
                                                    --------     --------     --------     --------      -------
Net asset value, end of period ..................   $ 12.32      $ 11.89      $ 11.29      $ 11.52       $ 10.15
                                                    =======      =======      =======      =======       =======
Total return (c) ................................     13.88%       13.25%        5.21%       20.40%        (4.10)%
                                                    =======      =======      =======      =======       =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............  $355,441     $307,847     $282,402     $252,101      $173,691
Ratio of expenses to average net assets .........      0.53%        0.57%        0.61%        0.59%         0.59%
Ratio of net investment income to average
  net assets ....................................      3.99%        4.17%        4.48%        5.48%         5.22%
Portfolio turnover rate .........................       103%         206%         181%         287%          228%



<CAPTION>
                                                              CLASS IB
                                                  -------------------------------
                                                        YEAR           MAY 1,
                                                       ENDED          1997 TO
                                                   DECEMBER 31,    DECEMBER 31,
                                                       1998            1997
                                                  -------------- ----------------
<S>                                               <C>            <C>
Net asset value, beginning of
  period (b) ....................................    $ 11.88        $   11.29
                                                     -------        ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................       0.46             0.31
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions .................................       1.12             1.01
                                                     -------        ---------
  Total from investment operations ..............       1.58             1.32
                                                     -------        ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........      (0.45)           (0.36)
  Distributions from realized gains .............      (0.70)           (0.37)
  Distributions in excess of realized gains .....          -                -
                                                     -------        ---------
  Total dividends and distributions .............      (1.15)           (0.73)
                                                     -------        ---------
Net asset value, end of period ..................    $ 12.31        $   11.88
                                                     =======        =========
Total return (c) ................................      13.60%           11.84%
                                                     =======        =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............    $32,653        $   5,694
Ratio of expenses to average net assets .........       0.78%            0.80%(d)
Ratio of net investment income to average
  net assets ....................................       3.68%            3.82%(d)
Portfolio turnover rate .........................        103%             206%
</TABLE>

<PAGE>

                                                                           -----
                                                                              95
- --------------------------------------------------------------------------------

ALLIANCE EQUITY INDEX PORTFOLIO:



<TABLE>
<CAPTION>
                                                                        CLASS IA
                                                  -----------------------------------------------------
                                                                 YEAR ENDED DECEMBER 31,
                                                  -----------------------------------------------------
                                                        1998          1997         1996         1995
                                                  -------------- ------------ ------------ ------------
<S>                                               <C>            <C>          <C>          <C>
Net asset value, beginning of
  period (b) ....................................   $   19.74      $ 15.16      $ 13.13      $  9.87
                                                    ---------      -------      -------      -------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................        0.27         0.26         0.27         0.26
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions .................................        5.25         4.64         2.65         3.32
                                                    ---------      -------      -------      -------
  Total from investment operations ..............        5.52         4.90         2.92         3.58
                                                    ---------      -------      -------      -------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........       (0.25)       (0.25)       (0.25)       (0.22)
  Distributions from realized gains .............       (0.01)       (0.07)       (0.64)       (0.09)
  Distributions in excess of realized gains .....           -            -            -        (0.01)
                                                    ----------     --------     --------     --------
  Total dividends and distributions .............       (0.26)       (0.32)       (0.89)       (0.32)
                                                    ----------     --------     --------     --------
Net asset value, end of period ..................   $   25.00      $ 19.74      $ 15.16      $ 13.13
                                                    =========      =======      =======      =======
Total return (c) ................................       28.07%       32.58%       22.39%       36.48%
                                                    =========      =======      =======      =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............  $1,689,913     $943,631     $386,249     $165,785
Ratio of expenses to average net assets .........        0.34%        0.37%        0.39%        0.48%
Ratio of net investment income to average
  net assets ....................................        1.23%        1.46%        1.91%        2.16%
Portfolio turnover rate .........................           6%           3%          15%           9%



<CAPTION>
                                                       CLASS IA                   CLASS IB
                                                  ------------------- ---------------------------------
                                                                            YEAR
                                                      MARCH 1, 1994        ENDED          MAY 1, 1997
                                                           TO          DECEMBER 31,          TO
                                                   DECEMBER 31, 1994       1998       DECEMBER 31, 1997
                                                  ------------------- -------------- ------------------
<S>                                               <C>                 <C>            <C>
Net asset value, beginning of
  period (b) ....................................     $   10.00          $ 19.73         $   16.35
                                                      ---------          -------         ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................          0.20             0.22              0.14
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions .................................         (0.09)            5.24              3.48
                                                      ---------          -------         ---------
  Total from investment operations ..............          0.11             5.46              3.62
                                                      ---------          -------         ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........         (0.20)           (0.20)            (0.17)
  Distributions from realized gains .............         (0.03)           (0.01)            (0.07)
  Distributions in excess of realized gains .....         (0.01)               -                 -
                                                      ---------          --------        ---------
  Total dividends and distributions .............         (0.24)           (0.21)            (0.24)
                                                      ---------          --------        ---------
Net asset value, end of period ..................     $    9.87          $ 24.98         $   19.73
                                                      =========          ========        =========
Total return (c) ................................          1.08%            27.74%           22.28%
                                                      =========          ========        =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............     $  36,748          $    443        $     110
Ratio of expenses to average net assets .........          0.49%(d)          0.59%            0.62%(d)
Ratio of net investment income to average
  net assets ....................................          2.42%(d)          0.98%            1.10%(d)
Portfolio turnover rate .........................             7%                6%               3%
</TABLE>



                                    ______________________   EQ Advisors Trust
<PAGE>

- -----
96
- --------------------------------------------------------------------------------

ALLIANCE GLOBAL PORTFOLIO:



<TABLE>
<CAPTION>
                                                                                CLASS IA
                                                  --------------------------------------------------------------------
                                                                        YEAR ENDED DECEMBER 31,
                                                  --------------------------------------------------------------------
                                                        1998           1997          1996         1995         1994
                                                  -------------- -------------- ------------ ------------ ------------
<S>                                               <C>            <C>            <C>          <C>          <C>
Net asset value, beginning of
  period (b) ....................................   $   17.29      $   16.92      $ 15.74      $ 13.87      $ 13.62
                                                    ---------      ---------      -------      -------      -------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................        0.14           0.17         0.21         0.26         0.20
  Net realized and unrealized gain on
   investments and foreign currency
   transactions .................................        3.56           1.75         2.05         2.32         0.52
                                                    ---------      ---------      -------      -------      -------
  Total from investment operations ..............        3.70           1.92         2.26         2.58         0.72
                                                    ---------      ---------      -------      -------      -------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........       (0.22)         (0.36)       (0.21)       (0.25)       (0.17)
  Dividends in excess of net investment
   income .......................................           -              -        (0.08)           -            -
  Distributions from realized gains .............       (1.31)         (1.19)       (0.79)       (0.42)       (0.28)
  Distributions in excess of realized gains .....           -              -            -        (0.03)       (0.00)
  Tax return of capital distributions ...........           -              -        (0.00)       (0.01)       (0.02)
                                                    ----------     ----------     --------     --------     --------
  Total dividends and distributions .............       (1.53)         (1.55)       (1.08)       (0.71)       (0.47)
                                                    ----------     ----------     --------     --------     --------
Net asset value, end of period ..................   $   19.46      $   17.29      $ 16.92      $ 15.74      $ 13.87
                                                    =========      =========      =======      =======      =======
Total return (c) ................................       21.80%         11.66%       14.60%       18.81%        5.23%
                                                    =========      =========      =======      =======      =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............  $1,360,220     $1,203,867     $997,041     $686,140     $421,698
Ratio of expenses to average net assets .........        0.71%          0.69%        0.60%        0.61%        0.69%
Ratio of net investment income to average
  net assets ....................................        0.72%          0.97%        1.28%        1.76%        1.41%
Portfolio turnover rate .........................         105%            57%          59%          67%          71%



<CAPTION>
                                                                  CLASS IB
                                                  ----------------------------------------
                                                        YEAR ENDED            OCTOBER 2,
                                                       DECEMBER 31,            1996 TO
                                                  -----------------------   DECEMBER 31,
                                                      1998        1997          1996
                                                  ----------- ----------- ----------------
<S>                                               <C>         <C>         <C>
Net asset value, beginning of
  period (b) ....................................   $ 17.27     $ 16.91      $   16.57
                                                    -------     -------      ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................     0.08         0.12           0.02
  Net realized and unrealized gain on
   investments and foreign currency
   transactions .................................     3.56         1.76           0.81
                                                    -------     -------      ---------
  Total from investment operations ..............     3.64         1.88           0.83
                                                    -------     -------      ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........    (0.19)       (0.33)             -
  Dividends in excess of net investment
   income .......................................        -            -          (0.11)
  Distributions from realized gains .............    (1.31)       (1.19)         (0.10)
  Distributions in excess of realized gains .....        -            -          (0.28)
  Tax return of capital distributions ...........        -            -          (0.00)
                                                    -------     -------      ---------
  Total dividends and distributions .............    (1.50)       (1.52)         (0.49)
                                                    -------     -------      ---------
Net asset value, end of period ..................   $19.41      $ 17.27      $   16.91
                                                    =======     =======      =========
Total return (c) ................................    21.50%       11.38%          4.98%
                                                    =======     =======      =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............  $47,982      $21,520      $     290
Ratio of expenses to average net assets .........     0.96%        0.97%          0.86%(d)
Ratio of net investment income to average
  net assets ....................................     0.41%        0.67%          0.48%(d)
Portfolio turnover rate .........................      105%          57%            59%
</TABLE>


<PAGE>

                                                                           -----
                                                                              97
- --------------------------------------------------------------------------------

ALLIANCE GROWTH AND INCOME PORTFOLIO:



<TABLE>
<CAPTION>
                                                                            CLASS IA
                                                 ---------------------------------------------------------------
                                                                     YEAR ENDED DECEMBER 31,
                                                      1998         1997         1996         1995        1994
                                                 ------------ ------------ ------------ ----------- ------------
<S>                                              <C>          <C>          <C>          <C>         <C>
Net asset value, beginning of
  period (b) ...................................   $ 15.38      $ 13.01      $ 11.70      $  9.70     $  9.95
                                                   -------      -------      -------      -------     -------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ........................      0.06         0.15         0.24         0.33         0.31
  Net realized and unrealized gain (loss) on
   investments .................................      3.08         3.30         2.05         1.97        (0.36)
                                                   -------      -------      -------      -------     -------
  Total from investment operations .............      3.14         3.45         2.29         2.30        (0.05)
                                                   -------      -------      -------      -------     -------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .........     (0.05)       (0.15)       (0.23)       (0.30)       (0.20)
  Distributions from realized gains ............     (1.48)       (0.93)       (0.75)           -            -
                                                   --------     --------     --------     -------     -------
  Total dividends and distributions ............     (1.53)       (1.08)       (0.98)       (0.30)       (0.20)
                                                   -------      -------      -------      -------     -------
Net asset value, end of period .................   $ 16.99      $ 15.38      $ 13.01      $ 11.70     $   9.70
                                                   =======      =======      =======      =======     ========
Total return (c) ...............................     20.86%       26.90%       20.09%       24.07%       (0.58)%
                                                   =======      =======      =======      =======     ========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ..............  $877,744     $555,059     $232,080      $98,053     $31,522
Ratio of expenses to average net assets ........      0.58%        0.58%        0.58%        0.60%       0.78%
Ratio of net investment income to average
  net assets ...................................      0.38%        0.99%        1.94%        3.11%       3.13%
Portfolio turnover rate ........................        74%          79%          88%          65%         52%



<CAPTION>
                                                             CLASS IB
                                                 -------------------------------
                                                       YEAR        MAY 1, 1997
                                                      ENDED            TO
                                                  DECEMBER 31,    DECEMBER 31,
                                                      1998            1997
                                                 -------------- ----------------
<S>                                              <C>            <C>
Net asset value, beginning of
  period (b) ...................................    $ 15.36        $   13.42
                                                    -------        ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ........................       0.03             0.05
  Net realized and unrealized gain (loss) on
   investments .................................       3.07             2.91
                                                    -------        ---------
  Total from investment operations .............       3.10             2.96
                                                    -------        ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .........      (0.03)           (0.09)
  Distributions from realized gains ............      (1.48)           (0.93)
                                                    --------       ---------
  Total dividends and distributions ............      (1.51)           (1.02)
                                                    --------       ---------
Net asset value, end of period .................    $ 16.95        $   15.36
                                                    =======        =========
Total return (c) ...............................      20.56%          22.41%
                                                    =======        =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ..............   $120,558        $ 32,697
Ratio of expenses to average net assets ........       0.83%           0.83%(d)
Ratio of net investment income to average
  net assets ...................................       0.17%           0.43%(d)
Portfolio turnover rate ........................         74%             79%
</TABLE>



                                          _________________  EQ Advisors Trust
<PAGE>

- -----
98
- --------------------------------------------------------------------------------

ALLIANCE GROWTH INVESTORS PORTFOLIO:



<TABLE>
<CAPTION>
                                                                                 CLASS IA
                                                  -----------------------------------------------------------------------
                                                                          YEAR ENDED DECEMBER 31,
                                                  -----------------------------------------------------------------------
                                                        1998           1997           1996          1995         1994
                                                  -------------- -------------- -------------- ------------ -------------
<S>                                               <C>            <C>            <C>            <C>          <C>
Net asset value, beginning of
  period (b) ....................................   $   18.55      $   17.20      $   17.68      $ 14.66       $ 15.61
                                                    ---------      ---------      ---------      -------       -------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................        0.41           0.41           0.40         0.57          0.50
  Net realized and unrealized gain (loss) on
   on investments and foreign currency
   transactions .................................        3.03           2.43           1.66         3.24         (0.98)
                                                    ---------      ---------      ---------      -------       -------
  Total from investment operations ..............        3.44           2.84           2.06         3.81         (0.48)
                                                    ---------      ---------      ---------      -------       -------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........       (0.41)         (0.46)         (0.40)       (0.54)        (0.46)
  Dividends in excess of net investment
   income .......................................           -              -          (0.03)       (0.01)        (0.01)
  Distributions from realized gains .............       (1.71)         (1.03)         (2.10)       (0.24)            -
  Distributions in excess of realized gains .....           -              -          (0.01)           -             -
                                                    ----------     ----------     ----------     --------      -------
  Total dividends and distributions .............       (2.12)         (1.49)         (2.54)       (0.79)        (0.47)
                                                    ----------     ----------     ----------     --------      -------
Net asset value, end of period ..................   $   19.87      $   18.55      $   17.20      $ 17.68       $ 14.66
                                                    =========      =========      =========      =======       =======
Total return (c) ................................       19.13%         16.87%         12.61%       26.37%        (3.15)%
                                                    =========      =========      =========      =======       =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............  $1,963,074     $1,630,389     $1,301,643     $896,134      $492,478
Ratio of expenses to average net assets .........        0.55%          0.57%          0.57%        0.56%         0.59%
Ratio of net investment income to average
  net assets ....................................        2.10%          2.18%          2.31%        3.43%         3.32%
Portfolio turnover rate .........................         102%           121%           190%         107%          131%



<CAPTION>
                                                                   CLASS IB
                                                  ------------------------------------------
                                                        YEAR ENDED             OCTOBER 2,
                                                       DECEMBER 31,             1996 TO
                                                  -----------------------    DECEMBER 31,
                                                      1998        1997           1996
                                                  ----------- ----------- ------------------
<S>                                               <C>         <C>         <C>
Net asset value, beginning of
  period (b) ....................................   $ 18.52     $ 17.19      $    16.78
                                                    -------     -------      ----------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................      0.36        0.36            0.07
  Net realized and unrealized gain (loss) on
   on investments and foreign currency
   transactions .................................      3.03        2.43            0.71
                                                    -------     -------      ----------
  Total from investment operations ..............      3.39        2.79            0.78
                                                    -------     -------      ----------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........     (0.36)      (0.43)          (0.02)
  Dividends in excess of net investment
   income .......................................         -           -           (0.09)
  Distributions from realized gains .............     (1.71)      (1.03)          (0.02)
  Distributions in excess of realized gains .....         -           -           (0.24)
                                                    -------     -------      ----------
  Total dividends and distributions .............     (2.07)      (1.46)          (0.37)
                                                    -------     -------      ----------
Net asset value, end of period ..................   $ 19.84     $ 18.52      $    17.19
                                                    =======     =======      ==========
Total return (c) ................................     18.83%      16.58%           4.64%
                                                    =======     =======      ==========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............   $92,027     $35,730      $      472
Ratio of expenses to average net assets .........      0.80%       0.82%           0.84% (d)
Ratio of net investment income to average
  net assets ....................................      1.85%       1.88%           1.69% (d)
Portfolio turnover rate .........................       102%        121%            190%
</TABLE>

<PAGE>

                                                                           -----
                                                                              99
- --------------------------------------------------------------------------------

ALLIANCE HIGH YIELD PORTFOLIO:



<TABLE>
<CAPTION>
                                                                              CLASS IA
                                                  ----------------------------------------------------------------
                                                                      YEAR ENDED DECEMBER 31,
                                                  ----------------------------------------------------------------
                                                        1998         1997         1996         1995        1994
                                                  ------------- ------------ ------------ ------------ -----------
<S>                                               <C>           <C>          <C>          <C>          <C>
Net asset value, beginning of period (b) ........    $ 10.41      $ 10.02      $  9.64      $  8.91      $ 10.08
                                                     -------      -------      -------      -------      -------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................       1.07         1.04         1.02         0.98         0.89
  Net realized and unrealized gain (loss) on
   investments ..................................      (1.56)        0.75         1.07         0.73        (1.17)
                                                     -------      -------      -------      -------      -------
  Total from investment operations ..............      (0.49)        1.79         2.09         1.71        (0.28)
                                                     -------      -------      -------      -------      -------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........      (1.03)       (0.97)       (0.98)       (0.94)       (0.88)
  Dividends in excess of net investment
   income .......................................          -            -        (0.03)       (0.04)       (0.01)
  Distributions from realized gains .............      (0.18)       (0.43)       (0.70)           -            -
  Distributions in excess of realized gains .....          -            -            -            -            -
                                                     -------      -------      -------      -------      -------
  Total dividends and distributions .............      (1.21)       (1.40)       (1.71)       (0.98)       (0.89)
                                                     -------      -------      -------      -------      -------
Net asset value, end of period ..................    $  8.71      $ 10.41      $ 10.02      $  9.64      $  8.91
                                                     =======      =======      =======      =======      =======
Total return (c) ................................      (5.15)%      18.48%       22.89%       19.92%       (2.79)%
                                                     =======      =======      =======      =======      =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............   $405,308     $355,473     $199,360     $118,129      $73,895
Ratio of expenses to average net assets .........       0.63%        0.62%        0.59%        0.60%        0.61%
Ratio of net investment income to average
  net assets ....................................      10.67%        9.82%        9.93%       10.34%        9.23%
Portfolio turnover rate .........................        181%         390%         485%         350%         248%



<CAPTION>
                                                                   CLASS IB
                                                  ------------------------------------------
                                                         YEAR ENDED             OCTOBER 2,
                                                        DECEMBER 31,             1996 TO
                                                  -------------------------   DECEMBER 31,
                                                        1998        1997          1996
                                                  ------------- ----------- ----------------
<S>                                               <C>           <C>         <C>
Net asset value, beginning of period (b) ........    $ 10.39      $ 10.01      $   10.25
                                                     -------      -------      ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................       1.04         1.05           0.19
  Net realized and unrealized gain (loss) on
   investments ..................................      (1.56)        0.71           0.15
                                                     -------      -------      ---------
  Total from investment operations ..............      (0.52)        1.76           0.34
                                                     -------      -------      ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........      (1.00)       (0.95)         (0.03)
  Dividends in excess of net investment
   income .......................................          -            -          (0.25)
  Distributions from realized gains .............      (0.18)       (0.43)         (0.01)
  Distributions in excess of realized gains .....          -            -          (0.29)
                                                     -------      -------      ---------
  Total dividends and distributions .............      (1.18)       (1.38)         (0.58)
                                                     -------      -------      ---------
Net asset value, end of period ..................    $  8.69      $ 10.39      $   10.01
                                                     =======      =======      =========
Total return (c) ................................      (5.38)%      18.19%          3.32%
                                                     =======      =======      =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............   $207,042      $66,338      $     685
Ratio of expenses to average net assets .........       0.88%        0.88%          0.82%(d)
Ratio of net investment income to average
  net assets ....................................      10.60%        9.76%          8.71%(d)
Portfolio turnover rate .........................        181%         390%           485%
</TABLE>



                                            ________________ EQ Advisors Trust
<PAGE>

- -----
100
- --------------------------------------------------------------------------------

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES PORTFOLIO(E):



<TABLE>
<CAPTION>
                                                                           CLASS IA
                                                 -------------------------------------------------------------
                                                                    YEAR ENDED DECEMBER 31,
                                                 -------------------------------------------------------------
                                                      1998         1997         1996        1995        1994
                                                 ------------ ------------ ----------- ----------- -----------
<S>                                              <C>          <C>          <C>         <C>         <C>
Net asset value, beginning of
  period (b) ...................................   $  9.44      $  9.29      $ 9.47      $ 8.87      $ 10.08
                                                   -------      -------      ------      ------      -------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ........................      0.50         0.53        0.54        0.58         0.65
  Net realized and unrealized gain (loss) on
   investments .................................      0.21         0.13       (0.19)       0.57        (1.08)
                                                   -------      -------      ------      ------      -------
  Total from investment operations .............      0.71         0.66        0.35        1.15        (0.43)
                                                   -------      -------      ------      ------      -------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .........     (0.48)       (0.51)      (0.53)      (0.55)       (0.78)
                                                   -------      -------      ------      ------      -------
Net asset value, end of period .................   $  9.67      $  9.44      $ 9.29      $ 9.47      $  8.87
                                                   =======      =======      ======      ======      =======
Total return (c) ...............................      7.74%        7.29%       3.78%      13.33%       (4.37)%
                                                   =======      =======      ======      ======      =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ..............  $153,383     $115,114     $88,384     $71,780      $48,518
Ratio of expenses to average net assets ........      0.55%        0.55%       0.56%       0.57%        0.56%
Ratio of net investment income to average
  net assets ...................................      5.21%        5.61%       5.73%       6.15%        6.75%
Portfolio turnover rate ........................       539%         285%        318%        255%         133%



<CAPTION>
                                    CLASS IB
                                                 -------------------------------
                                                        YEAR       MAY 1, 1997
                                                      ENDED            TO
                                                  DECEMBER 31,    DECEMBER 31,
                                                      1998            1997
                                                 -------------- ----------------
<S>                                              <C>            <C>
Net asset value, beginning of
  period (b) ...................................    $ 9.43         $    9.27
                                                    ------         ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ........................      0.47              0.32
  Net realized and unrealized gain (loss) on
   investments .................................      0.22              0.22
                                                    ------         ---------
  Total from investment operations .............      0.69              0.54
                                                    ------         ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .........     (0.46)            (0.38)
                                                    ------         ---------
Net asset value, end of period .................    $ 9.66         $    9.43
                                                    ======         =========
Total return (c) ...............................       7.48%            5.83%
                                                    ======         =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ..............    $30,898        $   5,052
Ratio of expenses to average net assets ........       0.80%            0.81%(d)
Ratio of net investment income to average
  net assets ...................................       4.87%            5.15%(d)
Portfolio turnover rate ........................        539%             285%
</TABLE>


<PAGE>

                                                                           -----
                                                                             101
- --------------------------------------------------------------------------------

ALLIANCE INTERNATIONAL PORTFOLIO:



<TABLE>
<CAPTION>
                                                                         CLASS IA
                                                 --------------------------------------------------------
                                                         YEAR ENDED DECEMBER 31,
                                                 ---------------------------------------      APRIL 3,
                                                                                              1995 TO
                                                                                           DECEMBER 31,
                                                      1998          1997         1996          1995
                                                 ------------ ------------- ------------ ----------------
<S>                                              <C>          <C>           <C>          <C>
Net asset value, beginning of
  period (b) ...................................   $ 10.27       $ 11.50      $ 10.87       $   10.00
                                                   -------       -------      -------       ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ........................      0.09          0.10         0.13            0.14
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions ................................      0.97         (0.45)        0.94            0.98
                                                   -------       -------      -------       ---------
  Total from investment operations .............      1.06         (0.35)        1.07            1.12
                                                   -------       -------      -------       ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .........     (0.20)        (0.32)       (0.10)          (0.07)
  Dividends in excess of net investment
   income ......................................         -             -        (0.09)          (0.13)
  Distributions from realized gains ............     (0.00)        (0.56)       (0.25)          (0.05)
                                                   -------       -------      -------       ---------
  Total dividends and distributions ............     (0.20)        (0.88)       (0.44)          (0.25)
                                                   -------       -------      -------       ---------
Net asset value, end of period .................   $ 11.13       $ 10.27      $ 11.50       $   10.87
                                                   =======       =======      =======       =========
Total return (c) ...............................     10.57%        (2.98)%       9.82%          11.29%
                                                   =======       =======      =======       =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ..............  $204,767      $190,611     $151,907       $  28,684
Ratio of expenses to average net assets ........      1.06%         1.08%        1.06%           1.03%(d)
Ratio of net investment income to average
  net assets ...................................      0.81%         0.83%        1.10%           1.71%(d)
Portfolio turnover rate ........................        59%           59%          48%             56%



<CAPTION>
                                    CLASS IB
                                                 -------------------------------
                                                        YEAR          MAY 1,
                                                      ENDED          1997 TO
                                                  DECEMBER 31,    DECEMBER 31,
                                                      1998            1997
                                                 -------------- ----------------
<S>                                              <C>            <C>
Net asset value, beginning of
  period (b) ...................................    $ 10.26        $   11.39
                                                    -------        ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ........................       0.05             0.02
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions ................................       0.98            (0.31)
                                                    -------        ---------
  Total from investment operations .............       1.03            (0.29)
                                                    -------        ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .........      (0.18)           (0.28)
  Dividends in excess of net investment
   income ......................................          -                -
  Distributions from realized gains ............      (0.00)           (0.56)
                                                    -------        ---------
  Total dividends and distributions ............      (0.18)           (0.84)
                                                    -------        ---------
Net asset value, end of period .................    $ 11.11        $   10.26
                                                    =======        =========
Total return (c) ...............................      10.30%           (2.54)%
                                                    =======        =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ..............    $ 7,543       $    3,286
Ratio of expenses to average net assets ........       1.31%            1.38%(d)
Ratio of net investment income to average
  net assets ...................................       0.44%            0.20%(d)
Portfolio turnover rate ........................         59%              59%
</TABLE>



                                             _______________ EQ Advisors Trust
<PAGE>

- -----
102
- --------------------------------------------------------------------------------

ALLIANCE MONEY MARKET PORTFOLIO:



<TABLE>
<CAPTION>
                                                                             CLASS IA
                                                 ----------------------------------------------------------------
                                                                     YEAR ENDED DECEMBER 31,
                                                 ----------------------------------------------------------------
                                                      1998         1997         1996         1995         1994
                                                 ------------ ------------ ------------ ------------ ------------
<S>                                              <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of
  period (b) ...................................   $ 10.18      $ 10.17      $ 10.16      $ 10.14      $ 10.12
                                                   -------      -------      -------      -------      -------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ........................      0.53         0.54         0.54         0.57         0.41
  Net realized and unrealized gain (loss) on
   investments .................................         -            -        (0.01)           -            -
                                                   -------      -------      -------      -------      -------
  Total from investment operations .............      0.53         0.54         0.53         0.57         0.41
                                                   -------      -------      -------      -------      -------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .........     (0.49)       (0.53)       (0.52)       (0.55)       (0.39)
  Dividends in excess of net investment
   income ......................................         -            -            -            -            -
                                                   -------      -------      -------      -------      -------
  Total dividends and distributions ............     (0.49)       (0.53)       (0.52)       (0.55)       (0.39)
                                                   -------      -------      -------      -------      -------
Net asset value, end of period .................   $ 10.22      $ 10.18      $ 10.17      $ 10.16      $ 10.14
                                                   =======      =======      =======      =======      =======
Total return (c) ...............................      5.34%        5.42%        5.33%        5.74%        4.02%
                                                   =======      =======      =======      =======      =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ..............  $723,311     $449,960     $463,422     $386,691     $325,391
Ratio of expenses to average net assets ........      0.37%        0.39%        0.43%        0.44%        0.42%
Ratio of net investment income to average
  net assets ...................................      5.13%        5.28%        5.17%        5.53%        4.01%



<CAPTION>
                                                                  CLASS IB
                                                 ------------------------------------------
                                                        YEAR ENDED             OCTOBER 2,
                                                       DECEMBER 31,             1996 TO
                                                 -------------------------   DECEMBER 31,
                                                      1998         1997          1996
                                                 ------------ ------------ ----------------
<S>                                              <C>          <C>          <C>
Net asset value, beginning of
  period (b) ...................................   $ 10.17      $ 10.16       $  10.16
                                                   -------      -------       --------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ........................      0.49         0.52           0.11
  Net realized and unrealized gain (loss) on
   investments .................................      0.02             -          0.01
                                                   -------      -------       --------
  Total from investment operations .............      0.51         0.52           0.12
                                                   -------      -------       --------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .........     (0.47)       (0.51)         (0.02)
  Dividends in excess of net investment
   income ......................................         -            -          (0.10)
                                                   -------      -------       --------
  Total dividends and distributions ............     (0.47)       (0.51)         (0.12)
                                                   -------      -------       --------
Net asset value, end of period .................   $ 10.21      $ 10.17       $  10.16
                                                   =======      =======       ========
Total return (c) ...............................      5.08%        5.16%          1.29%
                                                   =======      =======       ========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ..............  $386,718     $123,675       $  3,184
Ratio of expenses to average net assets ........      0.62%        0.63%          0.67%(d)
Ratio of net investment income to average
  net assets ...................................      4.82%        5.02%          4.94%(d)
</TABLE>

<PAGE>

                                                                           -----
                                                                             103
- --------------------------------------------------------------------------------

ALLIANCE QUALITY BOND PORTFOLIO:



<TABLE>
<CAPTION>
                                                                             CLASS IA                                  CLASS IB
                                                 ---------------------------------------------------------------- ---------------
                                                                                                                     JULY 8, 1998
                                                                     YEAR ENDED DECEMBER 31,                             TO
                                                 ----------------------------------------------------------------   DECEMBER 31,
                                                      1998         1997         1996         1995         1994          1998
                                                 ------------ ------------ ------------ ------------ ------------ ---------------
<S>                                              <C>          <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of
  period (b) ...................................   $  9.74      $  9.49      $  9.61      $  8.72      $  9.82       $   9.90
                                                   -------      -------      -------      -------      -------       --------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ........................      0.55         0.60         0.57         0.57         0.66           0.25
  Net realized and unrealized gain (loss) on
   investments and foreign currency
   transactions ................................      0.28         0.24        (0.07)        0.88        (1.16)          0.14
                                                   -------      -------      -------      -------      -------       --------
  Total from investment operations .............      0.83         0.84         0.50         1.45        (0.50)          0.39
                                                   -------      -------      -------      -------      -------       --------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .........     (0.53)       (0.59)       (0.60)       (0.56)       (0.55)         (0.25)
  Dividends in excess of net investment
   income ......................................         -            -        (0.02)           -            -              -
  Distributions from realized gains ............     (0.20)           -            -            -            -          (0.20)
  Tax return of capital distributions ..........         -            -            -            -        (0.05)             -
                                                   -------      -------      -------      -------      -------       --------
  Total dividends and distributions ............     (0.73)       (0.59)       (0.62)       (0.56)       (0.60)         (0.45)
                                                   -------      -------      -------      -------      -------       --------
Net asset value, end of period .................   $  9.84      $  9.74      $  9.49      $  9.61      $  8.72       $   9.84
                                                   =======      =======      =======      =======      =======       ========
Total return (c) ...............................      8.69%        9.14%        5.36%       17.02%       (5.10)%         4.05%
                                                   =======      =======      =======      =======      =======       ========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ..............  $322,418     $203,233     $155,023     $157,443     $127,575      $      10
Ratio of expenses to average net assets ........      0.57%        0.57%        0.59%        0.59%        0.59%          0.81%(d)
Ratio of net investment income to average
  net assets ...................................      5.48%        6.19%        6.06%        6.13%        7.17%          5.06%(d)
Portfolio turnover rate ........................       194%         374%         431%         411%         222%           194%
</TABLE>


                                           _________________ EQ Advisors Trust
<PAGE>

- -----
104
- --------------------------------------------------------------------------------

ALLIANCE SMALL CAP GROWTH PORTFOLIO:



<TABLE>
<CAPTION>
                                                                    CLASS IA                             CLASS IB
                                                        ---------------------------------   -----------------------------------
                                                             YEAR             MAY 1,             YEAR              MAY 1,
                                                             ENDED            1997 TO            ENDED             1997 TO
                                                          DECEMBER 31,      DECEMBER 31,      DECEMBER 31,       DECEMBER 31,
                                                             1998              1997              1998               1997
                                                        --------------   ----------------   --------------   ------------------
<S>                                                     <C>              <C>                <C>              <C>
Net asset value, beginning of period (b) ............      $ 12.35          $  10.00           $ 12.34          $   10.00
                                                           -------          --------           -------          ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income (loss) ......................         0.01              0.01             (0.02)             (0.01)
  Net realized and unrealized gain (loss) on
   investments ......................................        (0.54)             2.65             (0.53)              2.65
                                                           -------          --------           -------          ---------
  Total from investment operations ..................        (0.53)             2.66             (0.55)              2.64
                                                           -------          --------           -------          ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..............            -             (0.01)                -                  -
  Distributions from realized gains .................            -             (0.30)                -              (0.30)
                                                           -------          --------           -------          ---------
  Total dividends and distributions .................            -             (0.31)                -              (0.30)
                                                           -------          --------           -------          ---------
Net asset value, end of period ......................      $ 11.82          $  12.35           $ 11.79          $   12.34
                                                           =======          ========           =======          =========
Total return (c) ....................................        (4.28)%           26.74%            (4.44)%            26.57%
                                                           =======          ========           =======          =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...................     $198,360          $ 94,676           $112,254         $  46,324
Ratio of expenses to average net assets .............         0.96%             0.95%(d)          1.20%              1.15%(d)
Ratio of net investment income (loss) to average net
  assets ............................................         0.08%             0.10%(d)         (0.17)%            (0.12)%(d)
Portfolio turnover rate .............................           94%               96%               94%                96%
</TABLE>

<PAGE>

                                                                           -----
                                                                             105
- --------------------------------------------------------------------------------

- ----------
(a)  Net investment income and capital changes per share are based upon
     monthly average shares outstanding.
(b)  Date as of which funds were first allocated to the Portfolios are as
     follows:

     Class IA:
     Alliance Common Stock Portfolio-June 16, 1975
     Alliance Money Market Portfolio-July 13, 1981
     Alliance Balanced Portfolio-January 27, 1986
     Alliance Aggressive Stock Portfolio-January 27, 1986
     Alliance High Yield Portfolio-January 2, 1987
     Alliance Global Portfolio-August 27, 1987
     Alliance Conservative Investors Portfolio-October 2, 1989
     Alliance Growth Investors Portfolio-October 2, 1989
     Alliance Intermediate Government Securities Portfolio-April 1, 1991
     Alliance Quality Bond Portfolio-October 1, 1993
     Alliance Growth and Income Portfolio-October 1, 1993
     Alliance Equity Index Portfolio-March 1, 1994
     Alliance International Portfolio-April 3, 1995
     Alliance Small Cap Growth Portfolio-May 1, 1997

     Class IB
     Alliance Money Market, Alliance High Yield, Alliance Common Stock, Alliance
     Global, Alliance Aggressive Stock and Alliance Growth Investors Portfolios
     - October 2, 1996.
     Alliance Intermediate Government Securities, Alliance Growth and Income,
     Alliance Equity Index, Alliance International, Alliance Small Cap Growth
     and Alliance Conservative Investors Portfolios - May 1, 1997.
     Alliance Quality Bond and Alliance Balanced Portfolios - July 8, 1998.
(c)  Total return is calculated assuming an initial investment made at
     the net asset value at the beginning of the period, reinvestment of
     all dividends and distributions at net asset value during the period,
     and redemption on the last day of the period. Total return calculated
     for a period of less than one year is not annualized.
(d)  Annualized.
(e)  On February 22, 1994, shares of the Alliance Intermediate Government
     Securities Portfolio of the Trust were substituted for shares of the
     Trust's Alliance Short-Term World Income Portfolio.


                                        _____________________  EQ Advisors Trust
<PAGE>

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


 ANNUAL REPORTS

 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 August 30, 1999, is incorporated into this Prospectus by
 reference and is available upon request free of charge by calling our toll free
 number at 1-800-528-0204.

 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




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