EQ ADVISORS TRUST, 497, 1999-09-03

EQ ADVISORS TRUST
497, 1999-09-03

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Filed Pursuant to Rule 497(c)
Registration File No.: 333-17217

EQ ADVISORS TRUST
PROSPECTUS DATED AUGUST 30, 1999
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This Prospectus describes the eight (8) Portfolios offered by EQ Advisors Trust
and the Class IB shares offered by the Trust on behalf of each Portfolio 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.

Fixed Income Portfolios Global/International Portfolio
----------------------- ------------------------------

Alliance High Yield* Capital Guardian International
Alliance Money Market*

Domestic Equity Portfolios Aggressive Equity Portfolios
-------------------------- ----------------------------
Alliance Common Stock* Alliance Aggressive Stock*
Capital Guardian Research Alliance Small Cap Growth*
Capital Guardian U.S. Equity

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

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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 2 Supp. Class B

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Overview

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EQ ADVISORS TRUST

This Prospectus tells you about the eight (8) current Portfolios of the EQ
Advisors Trust ("Trust") and the 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. In such capacity, EQFC currently has overall responsibility for the
general management and administration of the Trust. The Board of Trustees of
the Trust have approved a transfer to Equitable, the indirect corporate parent
of EQFC, 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.

Each of the Portfolios has its own investment adviser ("Adviser"). Information
about the Advisers 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 or
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 for which Alliance serves as Adviser, 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.

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Table of contents
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1
SUMMARY INFORMATION CONCERNING EQ
ADVISORS TRUST 4
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2
ABOUT THE INVESTMENT PORTFOLIOS 12
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FIXED INCOME PORTFOLIOS 14
Alliance High Yield Portfolio 14
Alliance Money Market Portfolio 18
DOMESTIC EQUITY PORTFOLIOS 21
Alliance Common Stock Portfolio 21
Capital Guardian Research Portfolio 24
Capital Guardian U.S. Equity Portfolio 26
GLOBAL/INTERNATIONAL PORTFOLIO 28
Capital Guardian International Portfolio 28
AGGRESSIVE EQUITY PORTFOLIOS 31
Alliance Aggressive Stock Portfolio 31
Alliance Small Cap Growth Portfolio 34

3
MORE INFORMATION ON PRINCIPAL RISKS 37
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4
MANAGEMENT OF THE TRUST 43
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The Trust 43
The Manager 43
Expense Limitation Agreement 44
The Advisers 44
The Administrator 45
The Transfer Agent 45
Brokerage Practices 45
Brokerage Transactions with Affiliates 45

5
FUND DISTRIBUTION ARRANGEMENTS 47
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6
PURCHASE AND REDEMPTION 48
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7
HOW ASSETS ARE VALUED 49
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8
TAX INFORMATION 50
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9
PRIOR PERFORMANCE OF EACH ADVISER 51
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10
FINANCIAL HIGHLIGHTS 53
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1
Summary information concerning EQ Advisors Trust

The following chart highlights the eight (8) Portfolios described in this
Prospectus that you can choose as investment alternatives under your Contracts
offered by Equitable or EOC. 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 37.

<TABLE>
<CAPTION>
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EQ ADVISORS TRUST FIXED INCOME PORTFOLIOS
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PORTFOLIO INVESTMENT OBJECTIVE(S)
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<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
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ALLIANCE MONEY MARKET Seeks to obtain a high level of current income, preserve its
assets and maintain liquidity
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</TABLE>

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<TABLE>
<CAPTION>
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PRINCIPAL INVESTMENT STRATEGIES PRINCIPAL RISKS
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<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
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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
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</TABLE>

----------- EQ Advisors Trust

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

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<TABLE>
<CAPTION>
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PRINCIPAL INVESTMENT STRATEGIES PRINCIPAL RISKS
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<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
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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
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Equity securities primarily of United States companies with General investment, growth investing, convertible
market capitalization greater than $1 billion at the time of securities, and foreign securities risks
purchase
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</TABLE>

----------- EQ Advisors Trust

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<TABLE>
<CAPTION>
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EQ ADVISORS TRUST GLOBAL/INTERNATIONAL PORTFOLIO
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PORTFOLIO INVESTMENT OBJECTIVE(S)
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<S> <C>
CAPITAL GUARDIAN INTERNATIONAL Seeks long-term growth of capital by investing primarily in
non-United States equity securities
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</TABLE>

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----------- EQ Advisors Trust

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

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<TABLE>
<CAPTION>
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PRINCIPAL INVESTMENT STRATEGIES PRINCIPAL RISKS
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<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,
companies in cyclical industries, companies whose securities lending, and 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)
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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,
companies in cyclical industries, companies whose securities lending, and 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)
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</TABLE>

----------- EQ Advisors Trust

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2
About the investment portfolios

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 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

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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, and, for funds with Rule 12b-1
plans, asset-based sales charges. 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 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

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FIXED INCOME PORTFOLIOS

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

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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 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.

----------- EQ Advisors Trust

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FIXED INCOME PORTFOLIOS (CONTINUED)

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*
----------------------------------------

[GRAPHIC OMITTED]

1989 ............................. 4.9%
1990 ............................. -1.4%
1991 ............................. 24.2%
1992 ............................. 12.1%
1993 ............................. 22.9%
1994 ............................. -3.0%
1995 ............................. 19.7%
1996 ............................. 22.6%
1997 ............................. 18.2%
1998 ............................. -5.4%

Best quarter (% and time period) Worst quarter (% and time period)
7.90% (1997 2nd Quarter) -11.03% (1998 3rd Quarter)
-------------------------------------------------------------------------

<TABLE>
<CAPTION>
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AVERAGE ANNUAL TOTAL RETURNS*
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ONE YEAR FIVE YEARS TEN YEARS
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Alliance High Yield Portfolio
- Class IB Shares -5.38% 9.74% 10.91%
- -------------------------------------------------------------------------
ML Master** 3.66% 9.01% 11.08%
- -------------------------------------------------------------------------
Lipper High Current Yield Bond
Funds Average** -0.44% 7.37% 9.34%
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</TABLE>

* For periods prior to the inception of Class IB Shares (October 1, 1996),
performance information shown is the performance of Class IA shares adjusted
to reflect the 12b-1 fees paid by Class IB shares. The average annual total
return for the Class IB shares since the Class IB inception date was 6.63%.
The return for the ML Master for the comparable period (which dates from
month-end of the Class IB inception date) was 9.06%.

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

<PAGE>

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.

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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

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FIXED INCOME PORTFOLIOS (CONTINUED)

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 Insurance Corporation or
any other government agency.

<PAGE>
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19
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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 (HRT/Alliance Money Market
Portfolio) whose inception date is July 13, 1981. The assets of the predecessor
will be transferred to the Portfolio on October 1, 1999.

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

[GRAPHIC OMITTED]

1989 ........................ 8.9%
1990 ........................ 8.0%
1991 ........................ 5.9%
1992 ........................ 3.3%
1993 ........................ 2.7%
1994 ........................ 3.8%
1995 ........................ 5.5%
1996 ........................ 5.1%
1997 ........................ 5.2%
1998 ........................ 5.1%

Best quarter (% and time period) Worst quarter (% and time period)
2.31% (1989 2nd Quarter) 0.63% (1992 4th Quarter)

The Portfolio's 7-day yield for the quarter ended December 31, 1998 was 4.45%.

----------- EQ Advisors Trust

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FIXED INCOME PORTFOLIOS (CONTINUED)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS*
- -------------------------------------------------------------------------
ONE YEAR FIVE YEARS TEN YEARS
- -------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------
Alliance Money Market Portfolio
- Class IB Shares 5.08% 4.91% 5.33%
- -------------------------------------------------------------------------
3-Month Treasury Bill 5.05% 5.11% 5.44%
- -------------------------------------------------------------------------
Lipper Money Market Mutual
Fund Average** 4.84% 4.77% 5.20%
- -------------------------------------------------------------------------
</TABLE>

* For periods prior to the inception of Class IB Shares (October 10, 1996),
performance information shown is the performance of Class IA shares adjusted
to reflect the 12b-1 fees paid by Class IB shares. The average annual total
return for the Class IB shares since the Class IB inception date was 5.13%.
The return on a 3-month Treasury Bill for the comparable period (which dates
from month-end of the Class IB inception date) was 5.04%.

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

WHO MANAGES THE PORTFOLIO

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>
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DOMESTIC EQUITY PORTFOLIOS

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:

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.

----------- EQ Advisors Trust

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DOMESTIC EQUITY PORTFOLIOS (CONTINUED)

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.

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 Portfolio's performance shown below is the performance of its predecessor
registered investment company (HRT/Alliance Common 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 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.

<PAGE>
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23
- ------------------------------------------------------------------------------
----------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURN*
----------------------------------

[GRAPHIC OMITTED]

1989 ........................ 25.3%
1990 ........................ -8.4%
1991 ........................ 37.6%
1992 ........................ 3.0%
1993 ........................ 24.6%
1994 ........................ -2.4%
1995 ........................ 32.2%
1996 ........................ 24.0%
1997 ........................ 29.1%
1998 ........................ 29.1%

Best quarter (% and time period) Worst quarter (% and time period)
28.36% (1998 4th Quarter) -20.28% (1990 3rd Quarter)

- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS*
- -----------------------------------------------------------------------------
ONE YEAR FIVE YEARS TEN YEARS
- -----------------------------------------------------------------------------
Alliance Common Stock Portfolio
- Class IB Shares 29.06% 21.67% 18.38%
- -----------------------------------------------------------------------------
S&P 500 Index** 28.58% 24.06% 19.21%
- -----------------------------------------------------------------------------
Lipper Growth Equity Mutual
Funds Average** 22.86% 18.63% 16.72%
- -----------------------------------------------------------------------------

* For periods prior to the inception of Class IB Shares (October 1, 1998),
performance information shown is the performance of Class IA shares
adjusted to reflect the 12b-1 fees paid by Class IB shares. The average
annual total return for the Class IB shares since the Class IB inception
date was 30.09%. The return for the S&P 500 Index for the comparable
period (which dates from month-end of the Class IB inception date) was
31.69%.
** For more information on this index, see the preceding section "The
Benchmarks."

WHO MANAGES THE PORTFOLIO

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.

---------------------------------------------------- EQ Advisors Trust

<PAGE>
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DOMESTIC EQUITY PORTFOLIOS (CONTINUED)
-----------------------------------------------------------------------------

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>
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25
- ------------------------------------------------------------------------------

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>
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- ------------------------------------------------------------------------------
DOMESTIC EQUITY PORTFOLIOS (CONTINUED)
- ------------------------------------------------------------------------------

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.

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:

PORTFOLIO PERFORMANCE

The inception date for this Portfolio is April 30, 1999. Therefore, no prior
performance is available.

WHO MANAGES THE PORTFOLIO

<PAGE>
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27
- ------------------------------------------------------------------------------

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>
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28
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GLOBAL/INTERNATIONAL PORTFOLIO
- ------------------------------------------------------------------------------

CAPITAL GUARDIAN INTERNATIONAL PORTFOLIO

INVESTMENT OBJECTIVE: To achieve long-term growth of capital by investing
primarily in non-U.S. equity securities.

THE INVESTMENT STRATEGY

The Portfolio invests primarily (at least 80% of its net assets) in securities
of non-U.S. issuers (including American Depositary Receipts and U.S. registered
securities) and securities whose principal markets are outside of the U.S.
While the assets of the Portfolio can be invested with geographic flexibility,
the Portfolio will emphasize investment in securities of companies located in
Europe, Canada, Australia, and the Far East, giving due consideration to
economic, social, and political developments, currency risks and the liquidity
of various national markets. In addition, the Portfolio may invest in
securities of issuers domiciled in other countries including developing
countries. In determining the domicile of an issuer, the Adviser takes into
account where the company is legally organized, the location of its principal
corporate offices and where it conducts its principal operations.

The Portfolio primarily invests in common stocks (or securities convertible
into common stocks), warrants, rights, and non-convertible preferred stock.
However, when the Adviser believes that market and economic conditions indicate
that it is desirable to do so, the Portfolio may also purchase high-quality
debt securities rated, at the time of purchase, within the top three quality
categories by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's
Corporation ("S&P") (or unrated securities of equivalent quality), repurchase
agreements, and short-term debt obligations denominated in U.S. dollars or
foreign currencies.

Although the Portfolio does not intend to seek short-term profits, securities
in the Portfolio will be sold whenever the Adviser believes it is appropriate
to do so without regard to the length of time a particular security may have
been held.

To the extent the Portfolio invests in non-U.S. dollar denominated securities
or holds non-U.S. dollar assets, the Portfolio may hedge against possible
variations in exchange rates between currencies by purchasing and selling
currency futures or put and call options and may also enter into forward
foreign currency exchange contracts to hedge against changes in currency
exchange rates. The Portfolio may also cross-hedge between two non-U.S.
currencies.

When market or financial conditions warrant, the Portfolio may invest a
substantial portion of its assets in 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:

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

<PAGE>
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29
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systems, more restrictive foreign investment policies, smaller-sized
securities markets and low trading volumes. Such risks can make
investments illiquid and more volatile than investments in developed
countries and such securities may be subject to abrupt and severe price
declines. The Year 2000 problem may also be especially acute in emerging
market countries, which also may adversely affect the value of the
Portfolio's investments.

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

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

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.

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

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.

Hartmut Giesecke. Hartmut Giesecke is Chairman of the Board of Capital's
Japanese investment management

------------------------ EQ Advisors Trust

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GLOBAL/INTERNATIONAL PORTFOLIO (CONTINUED)
- ------------------------------------------------------------------------------

subsidiary, Capital International K.K., and Managing Director Asia-Pacific,
Capital Group International, Inc. He is also a Senior Vice President and a
Director of Capital International Research, Inc. and Capital International,
Inc. He joined the Capital Guardian organization in 1972.

Richard N. Havas. Richard Havas is a Senior Vice President and a portfolio
manager for Capital Guardian and Capital International Limited. He is also a
Senior Vice President and Director for Capital Guardian (Canada), Inc. and
Capital International Research, Inc. He joined the Capital Guardian
organization in 1986.

Nancy J. Kyle. Nancy Kyle is a Senior Vice President and a Director and member
of the Executive Committee of Capital Guardian. She is also President and a
Director of Capital Guardian (Canada), Inc. and a Vice President of Emerging
Markets Growth Fund. She is an international equity and emerging markets
portfolio manager. She joined the Capital Guardian organization in 1991.

John McIlwraith. John McIlwraith is a Senior Vice President-International and a
director of Capital Guardian, a Director and a Senior Vice President of Capital
International Limited, and an international equity portfolio manager. He joined
the Capital Guardian organization in 1984.

Robert Ronus. Robert Ronus is President and a Director of Capital Guardian. He
is also Chairman of the Board of Capital International Research, Inc. Chairman
of the Board and a Director of Capital Guardian (Canada), Inc., a Director of
The Capital Group Companies, Inc. and Capital Group International, Inc., and a
Senior Vice President of Capital International S.A. and Capital International
Limited. He joined the Capital Guardian organization in 1972.

Lionel M. Sauvage. Lionel Sauvage is a Senior Vice President and portfolio
manager for Capital Guardian and a Vice President and a Director for Capital
International Research, Inc. He joined the Capital Guardian organization in
1987.

Nilly Sikorsky. Nilly Sikorsky is President and Managing Director of Capital
International S.A., Chairman of Capital International Perspective S.A.,
Managing Director-Europe and a Director of Capital Group International, Inc.,
as well as a Director of The Capital Group Companies, Inc., Capital
International Limited, and Capital International K.K. She joined the Capital
Guardian organization in 1962.

Rudolf M. Staehelin. Rudolf Staehelin is a Senior Vice President and Director
of Capital International Research, Inc. and Capital International S.A. He is a
portfolio manager for Capital Guardian, Capital International S.A., and Capital
International Limited. He joined Capital Guardian in 1981.

<PAGE>
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31
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AGGRESSIVE EQUITY PORTFOLIOS
- -------------------------------------------------------------------------------

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 (e.g., 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:

------------------------ EQ Advisors Trust
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AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)
-----------------------------------------------------------------------------

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.

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

[GRAPHIC OMITTED]

1989 ........................ 43.2%
1990 ........................ 7.9%
1991 ........................ 86.6%
1992 ........................ -3.4%
1993 ........................ 16.5%
1994 ........................ -4.1%
1995 ........................ 31.4%
1996 ........................ 22.1%
1997 ........................ 10.7%
1998 ........................ 0.1%

Best quarter (% and time period) Worst quarter (% and time period)
40.04% (1991 1th Quarter) -27.25% (1998 3rd Quarter)

- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS*
- -----------------------------------------------------------------------------
ONE YEAR FIVE YEARS TEN YEARS
- -----------------------------------------------------------------------------
Alliance Common Stock
Portfolio - Class IB Shares 0.10% 11.25% 18.65%
- -----------------------------------------------------------------------------
S&P 400 MidCap Index** 19.11% 18.84% 19.29%
- -----------------------------------------------------------------------------
50% S&P 400 MidCap
Index/50% Russell 2000** 8.28% 15.56% 16.49%
- -----------------------------------------------------------------------------
Lipper MidCap Growth Funds
Average** 12.16% 14.87% 15.44%
- -----------------------------------------------------------------------------

* For periods prior to the inception of Class IB Shares (October 1, 1996),
performance information shown is the performance of Class IA shares
adjusted to reflect the 12b-1 fees paid by Class IB shares. The average
annual total return for the Class IB shares since the Class IB inception
date was 5.70%. The return for the S&P 400 MidCap Index for the comparable
period (which dates from month-end of the Class IB inception date) was
18.11%.
** For more information on this index, see the preceding section "The
Benchmarks."

<PAGE>
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33
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WHO MANAGES THE PORTFOLIO

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.

----------------------- EQ Advisors Trust

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AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)
- --------------------------------------------------------------------------------

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
(e.g., 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:

<PAGE>
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35
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risk that changes in value of the derivative may not correlate perfectly with
the relevant assets, rates and indices.

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.

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

[GRAPHIC OMITTED]

1998 ........................ -4.4%

Best quarter (% and time period) Worst quarter (% and time period)
22.92 (1998 4th Quarter) -28.13% (1998 3rd Quarter)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
----------------------------------------------------------------------------
SINCE
ONE YEAR INCEPTION
----------------------------------------------------------------------------
Alliance Small Cap Growth Portfolio -
Class IB Shares -4.44% 12.06%
----------------------------------------------------------------------------
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." Index returns are from the end of the month of inception.

WHO MANAGES THE PORTFOLIO

------------------------- EQ Advisors Trust

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AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)
- -----------------------------------------------------------------------------
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.

<PAGE>
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3
More information on principal risks

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

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

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

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

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

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

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

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

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

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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 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. The Alliance High Yield 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.

INTEREST RATE RISK: The price of a bond or a fixed income security is
dependent upon interest rates. Therefore, the share price and total
return of a Portfolio investing a significant portion of its assets in
bonds or fixed income securities will vary in response

<PAGE>
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39
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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 market countries

-------------------------- EQ Advisors Trust

<PAGE>
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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.

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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.

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 Portfolio may 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 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

----------------------- EQ Advisors Trust

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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.

<PAGE>
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4
Management of the Trust

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

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

THE TRUST

The Trust is organized as a Delaware business trust and is registered with the
Securities and Exchange Commission ("SEC") as an open-end management investment
company. The Trust issues shares of beneficial interest that are currently
divided among 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.

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The eight (8) 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 2 0.54%
Alliance Common Stock 2 0.36%
Alliance High Yield 2 0.60%
Alliance Money Market 2 0.35%
Alliance Small Cap Growth 2 0.90%
Capital Guardian International 1 0.75%
Capital Guardian Research 1 0.65%
Capital Guardian U.S. Equity 1 0.65%
-----------------------------------------------------------------------------

1 The inception date for this Portfolio was April 30, 1999.
2 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), 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 International 0.95%
Capital Guardian Research 0.70%
Capital Guardian U.S. Equity 0.70%
----------------------------------------------------------------------------

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

The 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

<PAGE>
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- ------------------------------------------------------------------------------

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, 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.

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

-------------------------- EQ Advisors Trust

<PAGE>
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46
- ------------------------------------------------------------------------------

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.

<PAGE>
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- ------------------------------------------------------------------------------
5
Fund distribution arrangements

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

The Trust offers two classes of shares on behalf of each Portfolio: Class IA
shares and Class IB shares. EQ Financial Consultants, Inc., ("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>
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- ------------------------------------------------------------------------------
6
Purchase and redemption

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

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>
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49
- ------------------------------------------------------------------------------
7
How assets are valued

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

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

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

o Foreign securities not traded directly, 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>
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50
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8
Tax information

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

Each Portfolio of the Trust is a separate regulated investment company for
federal income tax purposes. Regulated investment companies are usually not
taxed at the entity (Portfolio) level. They pass through their income and gains
to their shareholders by paying dividends. Their shareholders include this
income on their respective tax returns. A Portfolio will be treated as a
regulated investment company if it meets 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>
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51
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9
Prior performance of each adviser

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

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/account 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 the Capital Guardian U.S.
Equity Research Portfolio Diversified Composite, the Capital Guardian U.S.
Equity Composite, and the Capital Guardian Non-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 somewhat lower fees and expenses than the
relevant Portfolios although in most instances the fees and expenses are
substantially similar. As a result, the performance results of the Composite
would be reduced if it were subject to the Portfolio's fees and expenses. In
addition, holders of Contracts representing interests in the Portfolios below
will be subject to charges and expenses relating to such

<PAGE>
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52
- --------------------------------------------------------------------------------

Contracts. The performance results presented below 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
======================================================================================================================
CAPITAL GUARDIAN NON-U.S. EQUITY COMPOSITE (CAPITAL GUARDIAN INTERNATIONAL PORTFOLIO)
17.21% 11.51% 10.76% 12/31/78
----------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index2 20.33% 9.50% 5.85%
======================================================================================================================
CAPITAL GUARDIAN U.S. EQUITY COMPOSITE (CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO)
22.76% 22.15% 17.95% 12/31/66
----------------------------------------------------------------------------------------------------------------------
S&P 500 Index1 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 Index1 28.57% 24.06% N/A 21.68%
======================================================================================================================
</TABLE>

1 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.

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

<PAGE>
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53
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10
Financial Highlights

No financial highlights are presented for Capital Guardian International
Portfolio, Capital Guardian Research Portfolio or Capital U.S. Equity
Portfolio, each of which received initial capital on April 30, 1999.

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

<PAGE>
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54
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THE HUDSON RIVER TRUST
FINANCIAL HIGHLIGHTS
December 31, 1998

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

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

The financial highlights tables below are intended to help you understand the
financial performance for five (5) of the Portfolios that are advised by
Alliance 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 five (5) 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's 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>

<PAGE>
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55
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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

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56
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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>

<PAGE>
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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>

----------------- EQ Advisors Trust

<PAGE>
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- ------------------------------------------------------------------------------

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>
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- ------------------------------------------------------------------------------

(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 Aggressive Stock Portfolio-January 27, 1986
Alliance High Yield Portfolio-January 2, 1987
Alliance Small Cap Growth Portfolio-May 1, 1997

Class IB:

Alliance Money Market, Alliance High Yield, Alliance Common Stock, and
Alliance Aggressive Stock Portfolios-October 2, 1996.
Alliance Small Cap Growth Portfolio-May 1, 1997.

(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.

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