EQ ADVISORS TRUST
497, 1999-10-04
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<PAGE>
                                                   Filed Pursuant to Rule 497(c)
                                                Registration File No.: 333-17217


EQ Advisors Trust

PROSPECTUS DATED AUGUST 30, 1999


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  1
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This Prospectus describes the twenty-three (23) 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 18, 1999.





<TABLE>
<S>                                             <C>
                                                    GLOBAL/INTERNATIONAL PORTFOLIOS
               FIXED INCOME PORTFOLIOS             -------------------------------
               -----------------------              BT International Equity Index
                Alliance High Yield*                Capital Guardian International
               Alliance Money Market*            Morgan Stanley Emerging Markets Equity
                  JPM Core Bond

            DOMESTIC EQUITY PORTFOLIOS              AGGRESSIVE EQUITY PORTFOLIOS
            --------------------------              ----------------------------
            Alliance Common Stock*                    Alliance Aggressive Stock*
             BT Equity 500 Index                      Alliance Small Cap Growth*
          Capital Guardian Research                     BT Small Company Index
         Capital Guardian U.S. Equity                        EQ/Evergreen
          EQ/Alliance Premier Growth                    Lazard Small Cap Value
            Lazard Large Cap Value                   MFS Emerging Growth Companies
        Merrill Lynch Basic Value Equity
            MFS Growth with Income                    ASSET ALLOCATION PORTFOLIOS
                 MFS Research                         ---------------------------
                                                        EQ/Evergreen Foundation
                                                     Merrill Lynch World Strategy
</TABLE>

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

YOU SHOULD BE AWARE THAT THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED OF THE INVESTMENT MERIT OF THESE PORTFOLIOS OR
DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

Version 18-Class B


<PAGE>
Overview

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EQ ADVISORS TRUST

This Prospectus tells you about the twenty-three (23) 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, except for the
Lazard Small Cap Value Portfolio, the Morgan Stanley Emerging Markets Equity
Portfolio and the Merrill Lynch World Strategy Portfolio, 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 of
certain Portfolios for Class IA shares of corresponding portfolios of The Hudson
River Trust ("HRT"); and (ii) Class IB shares of certain Portfolios for Class IB
shares of corresponding HRT portfolios ("Substitution Application"). Alliance
Capital Management L.P. ("Alliance") serves as Adviser for each Portfolio to be
substituted for the corresponding HRT portfolio. Applicants have included, as a
term of the Substitution Application, that with respect to those Portfolios for
which Alliance serves as Adviser (other than EQ/Alliance Premier Growth
Portfolio, which will not be substituted for a portfolio of HRT), the Manager
will not: (i) terminate Alliance and select a new Adviser for those Portfolios
or (ii) materially modify the existing investment advisory agreement without
first either obtaining approval of shareholders for such actions or obtaining
approval of shareholders to utilize the Multi-Manager Order.

<PAGE>

Table of contents

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<TABLE>
<S>                                                         <C>

 1
- ---
 SUMMARY INFORMATION CONCERNING EQ
    ADVISORS TRUST                                           4
- ---------------------------------------------------------    -

 2
- ---
 ABOUT THE INVESTMENT PORTFOLIOS                            16
- ---------------------------------------------------------   --
    FIXED INCOME PORTFOLIOS                                 18
       Alliance High Yield Portfolio                        18
       Alliance Money Market Portfolio                      22
       JPM Core Bond Portfolio                              25
    DOMESTIC EQUITY PORTFOLIOS                              28
       Alliance Common Stock Portfolio                      28
       BT Equity 500 Index Portfolio                        31
       Capital Guardian Research Portfolio                  33
       Capital Guardian U.S. Equity Portfolio               35
       EQ/Alliance Premier Growth Portfolio                 37
       Lazard Large Cap Value Portfolio                     39
       Merrill Lynch Basic Value Equity Portfolio           41
       MFS Growth with Income Portfolio                     43
       MFS Research Portfolio                               45
    GLOBAL/INTERNATIONAL PORTFOLIOS                         48
       BT International Equity Index Portfolio              48
       Capital Guardian International Portfolio             51
       Morgan Stanley Emerging Markets Equity Portfolio     54
    AGGRESSIVE EQUITY PORTFOLIOS                            57
       Alliance Aggressive Stock Portfolio                  57
       Alliance Small Cap Growth Portfolio                  60
       BT Small Company Index Portfolio                     63
       EQ/Evergreen Portfolio                               65
       Lazard Small Cap Value Portfolio                     67
       MFS Emerging Growth Companies Portfolio              69
    ASSET ALLOCATION PORTFOLIOS                             71
       EQ/Evergreen Foundation Portfolio                    71
       Merrill Lynch World Strategy Portfolio               73

 3
- ---
 MORE INFORMATION ON PRINCIPAL RISKS                        76
- ---------------------------------------------------------   --


</TABLE>

<TABLE>
<S>                                                         <C>

4
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 MANAGEMENT OF THE TRUST                                    83
- ---------------------------------------------------------   --
    The Trust                                               83
    The Manager                                             83
    Expense Limitation Agreement                            84
    The Advisers                                            85
    The Administrator                                       86
    The Transfer Agent                                      86
    Brokerage Practices                                     86
    Brokerage Transactions with Affiliates                  86

 5
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 FUND DISTRIBUTION ARRANGEMENTS                             87
- ---------------------------------------------------------   --

 6
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 PURCHASE AND REDEMPTION                                    88
- ---------------------------------------------------------   --

 7
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 HOW ASSETS ARE VALUED                                      89
- ---------------------------------------------------------   --

 8
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 TAX INFORMATION                                            90
- ---------------------------------------------------------   --

 9
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 PRIOR PERFORMANCE OF EACH ADVISER                          91
- ---------------------------------------------------------   --

 10
- ---
 FINANCIAL HIGHLIGHTS                                       95
- ---------------------------------------------------------   --
</TABLE>

<PAGE>

1
Summary information concerning EQ Advisors Trust


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The following chart highlights the twenty-three (23) 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
76.



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

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

- --------------------------------------------------------------------------------------
JPM CORE BOND             Seeks to provide a high total return consistent with moderate
                          risk of capital and maintenance of liquidity

- --------------------------------------------------------------------------------------
</TABLE>


<PAGE>

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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
 PRINCIPAL INVESTMENT STRATEGIES                                 PRINCIPAL RISKS
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
High yield debt securities rated below BBB/Baa or unrated      General investment, fixed income, leveraging, loan
securities of comparable quality ("junk bonds"), common        participation and assignment, derivatives, liquidity, junk
stocks and other equity securities, foreign securities,        bond, foreign securities, small-cap and mid-cap company,
derivatives, and securities lending                            and securities lending risks
- --------------------------------------------------------------------------------------------------------------------------
High quality U.S. dollar-denominated money market              General investment, money market, leveraging, foreign
instruments (including foreign securities) and securities      securities, and securities lending risks
lending
- --------------------------------------------------------------------------------------------------------------------------
Investment grade securities rated BBB/Baa or better at the     General investment, fixed income liquidity, portfolio
time of purchase (including foreign issuers)                   turnover, derivatives, and foreign securities risks
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>

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

- ---------------------------------------------------------------------------------------------
BT EQUITY 500 INDEX                  Seeks to replicate as closely as possible
                                     (before deduction of Portfolio expenses)
                                     the total return of the S&P 500 Index

- ---------------------------------------------------------------------------------------------
CAPITAL GUARDIAN RESEARCH            Seeks long-term growth of capital

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

- ---------------------------------------------------------------------------------------------
EQ/ALLIANCE PREMIER GROWTH           Seeks long-term growth of capital by
                                     primarily investing in equity securities of
                                     a limited number of large, carefully
                                     selected, high quality United States
                                     companies that are judged, by the Adviser,
                                     likely to achieve superior earnings growth

- ---------------------------------------------------------------------------------------------
LAZARD LARGE CAP VALUE               Seeks capital appreciation by investing
                                     primarily in equity securities of companies
                                     with relatively large capitalizations
                                     (i.e., companies having market
                                     capitalizations of at least $3 billion at
                                     the time of initial purchase) that appear
                                     to the Adviser to be inexpensively priced
                                     relative to the return on total capital or
                                     equity

- ---------------------------------------------------------------------------------------------
MERRILL LYNCH BASIC VALUE EQUITY     Seeks capital appreciation and secondarily,
                                     income by investing in securities,
                                     primarily equities, that the Adviser
                                     believes are undervalued and therefore
                                     represent basic investment value

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


<PAGE>

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<TABLE>
<CAPTION>
<S>                                                             <C>
- --------------------------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGIES                                 PRINCIPAL RISKS
- --------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------------------------
Common stocks of companies in the S&P 500 Index                 General investment, index-fund, and fixed income risks
- --------------------------------------------------------------------------------------------------------------------------
Equity securities primarily of United States issuers and        General investment, growth investing, convertible
securities whose principal markets are in the United States     securities, and foreign securities risks
- --------------------------------------------------------------------------------------------------------------------------
Equity securities primarily of United States companies with     General investment, growth investing, convertible
market capitalization greater than $1 billion at the time of    securities, and foreign securities risks
purchase
- --------------------------------------------------------------------------------------------------------------------------
Equity securities of a limited number of large, high-quality    General investment, focused portfolio, growth investing,
companies that are likely to offer superior earnings growth     convertible securities, derivatives, and foreign securities
                                                                risks
- --------------------------------------------------------------------------------------------------------------------------
Equity securities of companies with relatively large            General investment, value investing, derivatives, and fixed
capitalizations that the Adviser believes are undervalued
income risks based on their return on equity or capital
- --------------------------------------------------------------------------------------------------------------------------
Equity securities that the Adviser believes are undervalued     General investment, small-cap and mid-cap company,
                                                                value investing, and foreign securities risks
- --------------------------------------------------------------------------------------------------------------------------
Equity securities (common stock, preferred stock,               General investment, mid-cap company, foreign securities,
convertible securities, warrants and depositary receipts)       and growth investing risks
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

<PAGE>

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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
EQ ADVISORS TRUST DOMESTIC EQUITY PORTFOLIOS
- --------------------------------------------------------------------------------------------
 PORTFOLIO                   INVESTMENT OBJECTIVE(S)
- --------------------------------------------------------------------------------------------
<S>                          <C>
MFS RESEARCH                 Seeks to provide long-term growth of capital and future income
- --------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>
PRINCIPAL INVESTMENT STRATEGIES                        PRINCIPAL RISKS
- --------------------------------------------------------------------------------------------------------------------
Common stock or convertible into common stock          General investment, small-cap and mid-cap company,
of companies with better than average prospects for    foreign securities, fixed income, and growth investing risks
long-term growth
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

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


<PAGE>

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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
EQ ADVISORS TRUST GLOBAL/INTERNATIONAL PORTFOLIOS
- --------------------------------------------------------------------------------
PORTFOLIO                               INVESTMENT OBJECTIVE(S)
- --------------------------------------------------------------------------------
<S>                                     <C>
BT INTERNATIONAL EQUITY INDEX             Seeks to replicate as closely as
                                          possible (before deduction of
                                          Portfolio expenses) the total return
                                          of the MSCI EAFE Index
- --------------------------------------------------------------------------------
CAPITAL GUARDIAN INTERNATIONAL            Seeks long-term growth of capital by
                                          investing primarily in non-United
                                          States equity securities
- --------------------------------------------------------------------------------
MORGAN STANLEY EMERGING MARKETS EQUITY    Seeks long-term capital appreciation
                                          by investing primarily in equity
                                          securities of emerging country issuers
- --------------------------------------------------------------------------------
</TABLE>


<PAGE>

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<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGIES                                 PRINCIPAL RISKS
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
Equity securities of companies in the MSCI EAFE Index          General investment, index-fund, foreign securities, liquidity,
and derivatives risks

- -----------------------------------------------------------------------------------------------------------------------------
Non-United States equity securities primarily of companies      General investment, foreign securities, growth investing,
located in Europe, Canada, Australia, and the Far East          convertible securities, and derivatives risks

- -----------------------------------------------------------------------------------------------------------------------------
Equity securities of emerging market country companies         General investment, foreign securities, convertible
                                                               securities, liquidity, derivatives, portfolio turnover,
                                                               non-diversification, and fixed income risks
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


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


<PAGE>

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

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

- ----------------------------------------------------------------------------------------------
BT SMALL COMPANY INDEX            Seeks to replicate as closely as possible
                                  (before the deduction of Portfolio expenses)
                                  the total return of the Russell 2000 Index

- ----------------------------------------------------------------------------------------------
EQ/EVERGREEN                      Seeks capital appreciation

- ----------------------------------------------------------------------------------------------
LAZARD SMALL CAP VALUE            Seeks capital appreciation by investing in equity securities
                                  of U.S. companies with small market capitalizations (i.e.,
                                  companies in the range of companies represented in the
                                  Russell 2000 Index) that the Adviser considers
                                  inexpensively priced relative to the return on total capital
                                  or equity

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

- ----------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

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


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGIES                                PRINCIPAL RISKS
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>
Stocks and other equity securities of small and                General investment, small-cap and mid-cap company,
medium-sized companies (including securities of                growth investing, leveraging, derivatives, liquidity,
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)
- ---------------------------------------------------------------------------------------------------------------------------
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)
- ---------------------------------------------------------------------------------------------------------------------------
Common stocks of small-cap companies in the Russell            General investment, index-fund, small-cap and mid-cap
2000 Index                                                     company, derivatives, and fixed income risks
- ---------------------------------------------------------------------------------------------------------------------------
Common stocks offering potential for capital growth (plus      General investment, fixed income, small-cap and mid-cap
corporate bonds, notes and debentures, preferred stocks        company, and value investing risks
and convertible securities)
- ---------------------------------------------------------------------------------------------------------------------------
Equity securities of small-cap U.S. companies in the range     General investment, small-cap and mid-cap company,
of companies included in the Russell 2000 Index that the       value investing, non-diversification, and fixed income risks
Adviser believes are undervalued based on their return on
equity or capital
- ---------------------------------------------------------------------------------------------------------------------------
Equity securities of emerging growth companies with the        General investment, small-cap and mid-cap company,
potential to become major enterprises or that are major        foreign securities, and growth investing risks
enterprises whose rates of earnings growth are expected to
accelerate
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


<PAGE>

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<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
EQ ADVISORS TRUST ASSET ALLOCATION PORTFOLIOS
- -------------------------------------------------------------------------------------------
 PORTFOLIO                         INVESTMENT OBJECTIVE(S)
- -------------------------------------------------------------------------------------------
<S>                              <C>
EQ/EVERGREEN FOUNDATION           Seeks to provide, in order of priority, reasonable income,
                                  conservation of capital and capital appreciation
- -------------------------------------------------------------------------------------------
MERRILL LYNCH WORLD STRATEGY      Seeks high total investment return by
                                  investing primarily in a portfolio of equity
                                  and fixed income securities, including
                                  convertible securities, of U.S. and foreign
                                  issuers
- -------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

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



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

- ---------------------------------------------------------------------------------------------------------------------------
Equity and fixed income securities of U.S. and foreign           General investment, foreign securities, fixed income,
companies                                                        derivatives, non-diversification, liquidity, and portfolio
                                                                 turnover risks

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

<PAGE>

2
About the investment portfolios


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

Please note that:

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

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

GENERAL INVESTMENT RISKS

Each of the Portfolios is subject to the following risks:

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

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

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

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

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

THE BENCHMARKS

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

Broad-based securities indices are unmanaged and are not subject to fees and
expenses typically associated with managed investment company portfolios.
Broad-based securities indices are also not subject to contract and
insurance-related expenses and charges. Investments cannot be made directly in a
broad-based securities index. Comparisons with these benchmarks, therefore, are
of limited use. They are included because they are widely known and may help you
to understand the universe of securities from which each Portfolio is likely to
select its holdings. "Blended" performance numbers (e.g., 50% S&P 400/50%
Russell 2000 or 60% S&P 500/40% Lehman Gov't/Corp) assume a static mix of the
two indices.

THE COMPOSITE MARKET BENCHMARK is made up of 36% S&P 500, 24% MSCI EAFE Index,
21% Salomon Brothers


<PAGE>

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  17
- --------------------------------------------------------------------------------

U.S. Treasury Bond 1 year and, 14% Salomon Brothers World Government ex U.S.,
and 5% U.S. Treasury Bill.

THE LIPPER AVERAGES are contained in Lipper's survey of the performance of a
large number of mutual funds. This survey is published by Lipper Analytical
Services, Inc., a firm recognized for its reporting of performance of actively
managed funds. According to Lipper, performance data are presented net of
investment management fees and direct operating expenses, 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 MORGAN STANLEY CAPITAL INTERNATIONAL EMERGING MARKETS FREE PRICE RETURN
INDEX ("MSCI Emerging Markets Free") is a market capitalization weighted equity
index composed of companies that are representative of the market structure of
the following countries: Argentina, Brazil, Chile, China Free, Colombia, Czech
Republic, Greece, Hungary, India, Indonesia, Israel, Jordan, Korea (@ 50%),
Mexico Free, Pakistan, Peru, Philippines Free, Poland, Russia, South Africa, Sri
Lanka, Taiwan (@50%), Thailand, Turkey and Venezuela Free. The base date for the
index is December 31, 1987. "Free" MSCI indices exclude those shares not
purchasable by foreign investors. The average size of the emerging market
companies within this index is US $800 million.

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.

SALOMON BROTHERS BROAD INVESTMENT BOND INDEX is an unmanaged weighted index that
contains approximately 4,700 individually priced investment grade bonds.

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

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

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

<PAGE>

FIXED INCOME PORTFOLIOS


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

ALLIANCE HIGH YIELD PORTFOLIO

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

THE INVESTMENT STRATEGY

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

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

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

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

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

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

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

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

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

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

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

THE PRINCIPAL RISKS

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


<PAGE>

- ----------
  19
- --------------------------------------------------------------------------------

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

<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)


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

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 18, 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.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                   CALENDAR YEAR ANNUAL TOTAL RETURN*
- --------------------------------------------------------------------------------

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

<S>                                   <C>
Best quarter (% and time period)      Worst quarter (% and time period)
7.90% (1997 2nd Quarter)              -11.03% (1998 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                      AVERAGE ANNUAL TOTAL RETURNS*
- --------------------------------------------------------------------------------
                                    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%
- --------------------------------------------------------------------------------
</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."


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.


<PAGE>

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

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

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

<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)


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

ALLIANCE 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>

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

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 18, 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.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                     CALENDAR YEAR ANNUAL TOTAL RETURN*
- --------------------------------------------------------------------------------

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

<S>                                   <C>
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%.
</TABLE>

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

<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)


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


<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

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

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

<PAGE>

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

JPM CORE BOND PORTFOLIO
INVESTMENT OBJECTIVE: Seeks to provide a high total return consistent with
moderate risk of capital and maintenance of liquidity.

THE INVESTMENT STRATEGY
This Portfolio's total return will consist of income plus realized and
unrealized capital gains and losses. The Portfolio currently invests all of its
assets in investment grade debt securities rated BBB or better by Standard &
Poor's ("S&P") or Baa or better by Moody's Investors Services, Inc. ("Moody's")
or unrated securities of similar quality.

The Adviser actively manages the Portfolio's duration, the allocation of
securities across market sectors and the selection of specific securities within
market sectors. Based on fundamental, economic and capital markets research, the
Adviser adjusts the duration of the Portfolio based on the Adviser's view of the
market and interest rates. The Adviser also actively allocates the Portfolio's
assets among the broad sectors of the fixed income market. These securities
principally include U.S. Government and agency securities, corporate securities,
private placements, asset-backed securities, mortgage-related securities and
direct mortgage obligations. The securities can be of any duration but will
generally mature within one year of the Salomon Brothers Broad Investment Grade
Bond Index (currently about 5 years). The Portfolio may also use futures
contracts to change the duration of the Portfolio's bond holdings.

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

The Portfolio may also invest up to 25% of its assets in securities of foreign
issuers, including up to 20% of its assets in debt securities denominated in
currencies of developed foreign countries.

Under normal market conditions, the Portfolio will be primarily invested in
bonds. When market or financial conditions warrant, the Portfolio may invest up
to 100% of its assets in money market securities for temporary or defensive
purposes. Such investment strategies are inconsistent with the Portfolio's
investment objective and could result in the Portfolio not achieving its
investment objective.

THE PRINCIPAL RISKS

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
specific risks of investing in fixed income securities include:

    INTEREST RATE RISK: When interest rates rise, the value (i.e., share price
    and total return) of the Portfolio's fixed income securities, particularly
    those with longer durations or maturities, will go down. When interest rates
    fall, the reverse is true.

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

    MORTGAGE-BACKED SECURITIES RISK: Rising interest rates may cause the
    duration of mortgage-backed securities to increase. 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


                              -------------------------------- EQ Advisors Trust
<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)

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

    (pre-payment). The Portfolio would need to reinvest the pre-paid funds at
    the newer, lower interest rates.

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

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

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

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first year of existence. The table below shows the Portfolio's
average annual total returns for one year and since inception. The table also
compares the Portfolio's performance to the returns of a broad-based index. Both
the bar chart and table assume reinvestment of dividends and distributions. Past
performance is not an indication of future performance. The performance results
presented below do not reflect any insurance and Contract-related fees and
expenses, which would reduce the performance results. The Portfolio commenced
operations on January 1, 1998.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
              CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                     9.02%

<S>                                 <C>

Best quarter:                       Worst quarter:
4.72% (1998 3rd Quarter)            0.21% (1998 4th Quarter)
</TABLE>


<TABLE>
<CAPTION>
                AVERAGE ANNUAL TOTAL RETURNS
                                                      SINCE
                                       ONE YEAR     INCEPTION
<S>                                   <C>          <C>
 JPM Core Bond Portfolio                  9.02%        9.02%
 Salomon Brothers Broad Investment
 Grade Bond Index*                        8.72%        8.72%
</TABLE>

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


WHO MANAGES THE PORTFOLIO

J.P. MORGAN INVESTMENT MANAGEMENT INC. ("J.P. Morgan"), 522 Fifth Avenue, New
York, New York 10036. J.P. Morgan has been the Adviser to the Portfolio since it
commenced operations. J.P. Morgan is a registered investment adviser and is a
wholly owned subsidiary of J.P. Morgan & Co. Incorporated, a bank holding
company. J.P. Morgan manages portfolios for corporations, governments,
endowments, as well as many of the largest corporate retirements plans in the
nation.


<PAGE>

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

The Portfolio Managers, responsible for the day to day management of the
Portfolio since it commenced operations, are PAUL L. ZEMSKY, a Managing Director
of J.P. Morgan and a portfolio manager specializing in quantitative techniques,
who joined J.P. Morgan in 1985; and ROBERT J. TEATOM, a Managing Director of
J.P. Morgan and co-head of its U.S. Fixed Income Group, who joined J.P. Morgan
in 1975.


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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS


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

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

THE INVESTMENT STRATEGY

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

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

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

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

THE PRINCIPAL RISKS

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

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

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

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

<PAGE>

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

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

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

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

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

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

PORTFOLIO PERFORMANCE

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

The Portfolio's performance shown below is the performance of its predecessor
registered investment company (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 18, 1999.

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


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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                   CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

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

<S>                                  <C>
Best quarter (% and time period)     Worst quarter (% and time period)
28.36% (1998 4th Quarter)            -20.28% (1990 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                      AVERAGE ANNUAL TOTAL RETURNS*
- --------------------------------------------------------------------------------
                                     ONE YEAR     FIVE YEARS     TEN YEARS
- --------------------------------------------------------------------------------
<S>                                 <C>          <C>            <C>
 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%
- --------------------------------------------------------------------------------
</TABLE>

*   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

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

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


<PAGE>

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BT EQUITY 500 INDEX PORTFOLIO

INVESTMENT OBJECTIVE: Seeks to replicate as closely as possible (before
deduction of Portfolio expenses) the total return of the S&P 500.

THE INVESTMENT STRATEGY

The Portfolio invests in equity securities of companies included in the S&P 500.
The Adviser seeks to match the risk and return characteristics of the S&P 500 by
investing in a statistically selected sample of the securities found in the S&P
500, using a process known as "optimization". This process selects stocks for
the Portfolio so that industry weightings, market capitalizations and
fundamental characteristics (price to book ratios, price to earnings ratios,
debt to asset ratios and dividend yields) closely match those of the securities
included in the S&P 500. This approach helps to increase the Portfolio's
liquidity and reduce costs. The securities held by the Portfolio are weighted to
make the Portfolio's total investment characteristics similar to those of the
S&P 500 as a whole.

The Adviser generally will seek to match the composition of the S&P 500 but
usually will not invest the Portfolio's stock portfolio to mirror the S&P 500
exactly. Because of the difficulty and cost of executing relatively small stock
transactions, the Portfolio may not always be invested in the less heavily
weighted S&P 500 stocks, and may at times have its portfolio weighted
differently than the S&P 500, particularly if the Portfolio has a low level of
assets. In addition, the Portfolio may omit or remove any S&P 500 stock from the
Portfolio if, following objective criteria, the Adviser judges the stock to be
insufficiently liquid or believes the merit of the investment has been
substantially impaired by extraordinary events or financial conditions. The
Portfolio will not purchase the stock of Bankers Trust New York Corporation,
which is included in the S&P 500, and instead will overweight its holdings of
companies engaged in similar businesses.

     For more information on the S&P 500, see the preceding section "The
     Benchmarks." The Portfolio is not sponsored, endorsed, sold or promoted by
     Standard & Poor's Corporation ("S&P") and S&P makes no guarantee as to the
     accuracy and/or completeness of the S&P 500 or any data included therein.

Over time, the correlation between the performance of the Portfolio and the S&P
is expected to be 95% or higher before deduction of Portfolio expenses. The
Portfolio's ability to track the S&P 500 may be affected by, among others,
transaction costs, administration and other expenses incurred by the Portfolio,
changes in either the composition of the S&P 500 or the assets of the Portfolio,
and the timing and amount of Portfolio investor contributions and withdrawals,
if any. The Portfolio seeks securities to track the S&P 500, therefore, the
Adviser generally will not attempt to judge the merits of any particular
security as an investment.

The Portfolio may also invest up to 20% of its assets in short-term debt
securities and money market instruments to meet redemption requests or to
facilitate investment in the securities of the S&P 500. Securities index futures
contracts and related options, warrants and convertible securities may be used
for a number of reasons, including: to simulate full investment in the S&P 500
while retaining a cash balance for Portfolio management purposes; to facilitate
trading; to reduce transaction costs; or to seek higher investment returns when
a futures contract, option, warrant or convertible security is priced more
attractively than the underlying equity security or S&P 500. These instruments
are considered to be derivatives.

THE PRINCIPAL RISKS

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


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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


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

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

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

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first year of existence. The table below shows the Portfolio's
average annual total returns for the Portfolio for one year and since inception.
The table also compares the Portfolio's performance to the returns of a broad
based index. Both the bar chart and table assume reinvestment of dividends and
distributions. Past performance is not an indication of future performance. The
performance results presented below do not reflect any insurance and
Contract-related fees and expenses, which would reduce the performance results.
The Portfolio's inception date was January 1, 1998.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                     25.14%

<S>                                 <C>
Best quarter:                       Worst quarter:
21.26% (1998 4th Quarter)           (10.03)% (1998 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                   SINCE
                                    ONE YEAR     INCEPTION
- --------------------------------------------------------------------------------
<S>                                <C>          <C>
 BT Equity 500 Index Portfolio        25.14%       25.14%
- --------------------------------------------------------------------------------
 S&P 500 Index*                       28.58%       28.58%
- --------------------------------------------------------------------------------
</TABLE>

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

WHO MANAGES THE PORTFOLIO

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


<PAGE>

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

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.

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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


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

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.


<PAGE>

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

CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO

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

THE INVESTMENT STRATEGY

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

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

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

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

THE PRINCIPAL RISKS

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


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

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

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

PORTFOLIO PERFORMANCE

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

WHO MANAGES THE PORTFOLIO

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


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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


- ----------
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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.


<PAGE>

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  37
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EQ/ALLIANCE PREMIER GROWTH PORTFOLIO

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

THE INVESTMENT STRATEGY

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

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

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

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

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

THE PRINCIPAL RISKS

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

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

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

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

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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


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

relation to changes in interest rates and changes in the value of the underlying
common stock.

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

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

PORTFOLIO PERFORMANCE

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

WHO MANAGES THE PORTFOLIO

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

ALFRED HARRISON is the Portfolio Manager and has been responsible for the
day-to-day management of the Portfolio since its inception. Mr. Harrison is Vice
Chairman of Alliance Capital Management Corporation and has been with Alliance
since 1978. Prior to 1978, Mr. Harrison was co-founder, President, and Chief
Executive Officer of IDS Advisory Corporation, the pension fund investment
management subsidiary of Investors Diversified Services, Inc.


<PAGE>

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  39
- --------------------------------------------------------------------------------

LAZARD LARGE CAP VALUE PORTFOLIO

INVESTMENT OBJECTIVE: Seeks capital appreciation by investing primarily in
equity securities of companies with relatively large capitalizations (i.e.,
companies having market capitalizations of at least $3 billion at the time of
initial purchase) that appear to the Adviser to be inexpensively priced relative
to the return on total capital or equity.

THE INVESTMENT STRATEGY

The Portfolio normally invests at least 80% of its total [net assets] assets
primarily in equity securities of large capitalization companies. Equity
securities include common stocks, preferred stocks and securities convertible
into or exchangeable for common stocks.

The Portfolio uses a value-oriented approach in searching for securities. The
Adviser uses a "bottom-up" approach (individual stock selection) to find
companies that have:

o   low price to earnings ratios;

o   high yield;

o   unrecognized assets;

o   the possibility of management change; and/or

o   the prospect of improved profitability.

The Portfolio may also invest up to 20% of its assets in U.S. Government
securities and investment grade debt securities of domestic corporations rated
BBB or better by S&P or Baa or better by Moody's.

The Portfolio may also invest up to 10% of its assets in foreign equity or debt
securities, or depositary receipts.

The Portfolio may also invest without limitation in high-quality short-term
money market instruments. The Portfolio may engage in options transactions,
including writing covered call options or foreign currencies to offset costs of
hedging and writing and purchasing put and call options on securities. Although
the Portfolio will engage in options transactions primarily to hedge its
Portfolio, it may use options to increase returns and there is the risk that
these transactions sometimes may reduce returns or increase volatility.

When market or financial conditions warrant, the Portfolio may invest, without
limit, in money market securities for temporary or defensive purposes. Such
investment strategies could have the effect of reducing the benefit of any
upswing in the market. Such investment strategies are inconsistent with the
Portfolio's investment objectives and could result in the Portfolio not
achieving its investment objective.

THE PRINCIPAL RISKS

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

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

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

FIXED INCOME RISKS: To the extent that a substantial amount of the Portfolio's
assets are invested in fixed income securities, that portion of the Portfolio's
performance will be affected by changes in interest rates, the credit risk of
the issuer, the duration or maturity of the Portfolio's fixed income holdings,
and adverse market or economic conditions. When interest rates rise, the value
of the Portfolio's fixed income securities, particularly those with longer
durations or maturities, will go down. When interest

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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


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

rates fall, the reverse is true. In addition, to the extent that the Portfolio
invests in investment grade securities which are rated BBB by S&P or an
equivalent rating by any other NRSRO, it will be exposed to greater risk than
higher-rated obligations because BBB rated investment grade securities are
regarded as having only an adequate capacity to pay principal and interest, are
considered to lack outstanding investment characteristics, and may be
speculative.

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's average annual total return for
1998, the Portfolio's first year of existence. The table below shows the
Portfolio's average annual total returns for the Portfolio for one year and
since inception. The table also compares the Portfolio's performance to the
returns of a broad based index. Both the bar chart and table assume reinvestment
of dividends and distributions. Past performance is not an indication of future
performance. The performance results presented below do not reflect any
insurance and Contract-related fees and expenses, which would reduce the
performance results. The Portfolio's inception date was January 1, 1998.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                     20.01%

<S>                                 <C>
Best quarter:                       Worst quarter:
23.34% (1998 4th Quarter)           (13.43)% (1998 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                      SINCE
                                       ONE YEAR     INCEPTION
- --------------------------------------------------------------------------------
<S>                                   <C>          <C>
 Lazard Large Cap Value Portfolio        20.01%       20.01%
- --------------------------------------------------------------------------------
 S&P 500 Index*                          25.58%       28.58%
- --------------------------------------------------------------------------------
</TABLE>

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

WHO MANAGES THE PORTFOLIO

LAZARD ASSET MANAGEMENT ("LAM"), 30 Rockefeller Plaza, New York, New York 10112.
LAM has been the Adviser to the Portfolio since it commenced operations. LAM is
a division of Lazard Fr-res & Co. LLC ("Lazard Fr-res"), a New York limited
liability company, which is registered as an investment adviser with the SEC.
Lazard Fr-res provides its clients with a wide variety of investment banking,
brokerage and related services, including investment management.

The Portfolio Managers, responsible for the day to day management since the
inception of the Portfolio are HERBERT W. GULLQUIST, a Vice-Chairman, Managing
Director and Chief Investment Officer of LAM, who has been with LAM since 1982;
and MICHAEL S. ROME, a Managing Director of LAM and a U.S./Global Equity
Portfolio Manager since 1991.








<PAGE>

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

MERRILL LYNCH BASIC VALUE EQUITY PORTFOLIO

INVESTMENT OBJECTIVE: Seeks capital appreciation and secondarily, income by
investing in securities, primarily equities, that the Adviser of the Portfolio
believes are undervalued and therefore represent basic investment value.

THE INVESTMENT STRATEGY

The Portfolio chooses securities for capital appreciation that are expected to
increase in value. In selecting securities the Adviser emphasizes stocks that
are undervalued, are selling at a discount, or seem capable of recovering from
being temporarily out of favor. The Adviser places particular emphasis on
securities with statistical characteristics associated with undervaluation.

The Adviser follows a contrary opinion/out-of-favor investment style. The
Adviser believes that favorable changes in market prices are more likely to
occur when:

o   stocks are out of favor;

o   company earnings are depressed;

o   price/earnings ratios are relatively low;

o   investment expectations are limited; and/or

o   there is no general interest in a security or industry.

On the other hand, the Adviser believes that negative developments are more
likely to occur when:

o   investment expectations are high;

o   stock prices are advancing or have advanced rapidly;

o   price/earnings ratios have been inflated; and/or

o   an industry or security continues to become popular among investors.

In other words, the Adviser believes that stocks with relatively high
price/earnings ratios are more vulnerable to price declines from unexpected
adverse developments. At the same time, stocks with relatively low
price/earnings ratios are more likely to benefit from favorable but generally
unanticipated events. Thus, the Portfolio may invest a large part of its net
assets in stocks that have weak research ratings.

The Portfolio invests primarily in common stocks of U.S. companies, but may buy
equity securities other than common stock and may also invest up to 10% of its
total assets in securities issued by foreign companies. The Portfolio may also
invest a substantial portion of its assets in companies with market
capitalizations below the largest companies. The Adviser believes that large
institutional investors may overlook these companies, making them undervalued.


The Portfolio has no minimum holding period for investments, and will buy or
sell securities whenever the Portfolio's management sees an appropriate
opportunity.

When market or financial conditions warrant, the Portfolio may invest in U.S.
Government and agency securities, money market securities and other fixed income
securities for temporary or defensive purposes. Such investment strategies are
inconsistent with the Portfolio's investment objectives and could result in the
Portfolio not achieving its investment objective.

THE PRINCIPAL RISKS

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


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

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:


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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


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

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

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

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first full year of operations. The table below shows the
Portfolio's average annual total returns for the Portfolio for one year and
since inception. The table also compares the Portfolio's performance to the
returns of a broad-based index. Both the bar chart and table assume
reinvestment of dividends and distributions. Past performance is not an
indication of future performance. The performance results presented below do
not reflect any insurance and Contract-related fees and expenses, which would
reduce the performance results and if reflected the results would be reduced.
The inception date for the Portfolio is May 1, 1997.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                     11.59%
<S>                                  <C>

Best quarter:                       Worst quarter:
11.20% (1997 3rd Quarter)           (10.91)% (1998 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                         SINCE
                                          ONE YEAR     INCEPTION
- --------------------------------------------------------------------------------
<S>                                      <C>          <C>
 Merrill Lynch Basic Value Portfolio        11.59%       17.29%
- --------------------------------------------------------------------------------
 S&P 500 Index*                             28.58%       31.63%
- --------------------------------------------------------------------------------
</TABLE>

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

WHO MANAGES THE PORTFOLIO

MERRILL LYNCH ASSET MANAGEMENT, L.P. ("MLAM"), 800 Scudders Mill Road,
Plainsboro, NJ 08543. MLAM has been the Adviser to the Portfolio since it
commenced operations. MLAM is an indirect wholly-owned subsidiary of Merrill
Lynch & Co., Inc., a financial services holding company. The general partner of
MLAM is Princeton Services, Inc., a wholly-owned subsidiary of Merrill Lynch &
Co., Inc. MLAM and its affiliates act as the manager for more than 100
registered investment companies. MLAM also offers portfolio management and
portfolio analysis services to individuals and institutions.

KEVIN RENDINO, a First Vice President of MLAM since 1997, has been the Portfolio
Manager responsible for the day to day management of the Portfolio since it
commenced operations. Mr. Rendino was a Vice President of MLAM from 1993 to
1997.

<PAGE>

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

MFS GROWTH WITH INCOME PORTFOLIO

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

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

THE INVESTMENT STRATEGY

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

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

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

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

THE PRINCIPAL RISKS

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

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

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

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

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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


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

PORTFOLIO PERFORMANCE

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

WHO MANAGES THE PORTFOLIO

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

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

<PAGE>

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

MFS RESEARCH PORTFOLIO

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

THE INVESTMENT STRATEGY

The Portfolio invests primarily in equity securities, such as common stocks,
securities convertible into common stocks, preferred stocks and depositary
receipts of companies believed by the Adviser to have:

o   favorable prospects for long-term growth;

o   attractive valuations based on current and expected earnings or cash flow;


o   dominant or growing market share; and

o   superior management.

The Portfolio may invest in securities of companies of any size. The Portfolio's
investments may include securities traded on securities exchanges or in the
over-the-counter markets.

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

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

The Portfolio may invest up to 10% of its assets in high yielding debt
securities rated below investment grade ("junk bonds").

THE PRINCIPAL RISKS

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

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

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

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


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

<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


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

investment characteristics, and may be speculative. The risk that an issuer or
guarantor of a fixed income security or counterparty to the Portfolio's fixed
income transaction is unable to meets its financial obligations is particularly
significant for this Portfolio because this Portfolio invests a portion of its
assets in "junk bonds" (i.e., securities rated below investment grade). Junk
bonds are issued by companies with questionable credit strength and,
consequently, are considered to be speculative in nature and may be subject to
greater market fluctuations than investment grade fixed-income securities.

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

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first full year of operations. The table below shows the
Portfolio's average annual total returns for the Portfolio for one year and
since inception. The table also compares the Portfolio's performance to the
returns of a broad-based index. Both the bar chart and table assume reinvestment
of dividends and distributions. Past performance is not an indication of future
performance. The performance results presented below do not reflect any
insurance and Contract-related fees and expenses, which would reduce the
performance results. The inception date for the Portfolio is May 1, 1997.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                     24.11%

<S>                                 <C>
Best quarter:                       Worst quarter:
21.36% (1998 4th Quarter)           (17.35)% (1997 4th Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
           AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                            SINCE
                             ONE YEAR     INCEPTION
- --------------------------------------------------------------------------------
<S>                         <C>          <C>
 MFS Research Portfolio        24.11%       24.41%
- --------------------------------------------------------------------------------
 S&P 500 Index*                28.58%       31.63%
- --------------------------------------------------------------------------------
</TABLE>

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

WHO MANAGES THE PORTFOLIO

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

A committee of investment research analysts selects portfolio securities for the
Portfolio. This committee includes investment analysts employed not only by MFS,
but also by MFS International (U.K.) Limited, a wholly owned subsidiary of MFS.
The committee allocates the Portfolio's assets among various industries.
Individual analysts then select


<PAGE>

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

what they view as the securities best suited to achieve the Portfolio's
investment objective within their assigned industry responsibility.


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

<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIOS


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

BT INTERNATIONAL EQUITY INDEX PORTFOLIO

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

THE INVESTMENT STRATEGY

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

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

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

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

THE PRINCIPAL RISKS

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


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

FOREIGN SECURITIES RISKS: The Portfolio's investments in foreign securities
involve risks not associated with investing in U.S. securities that can
adversely affect the Portfolio's performance. Foreign markets, particularly
emerging markets, may be less liquid, more volatile and subject to less
government supervision than domestic markets. There may be difficulties
enforcing contractual obligations, and it may take more time for trades to clear
and settle. In addition, foreign investments can be adversely affected by:
unfavorable currency exchange rates (relative to the U.S. dollar for securities
denominated in a foreign currencies);

<PAGE>

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

inadequate or inaccurate information about foreign companies; higher
transaction, brokerage and custody costs; adverse changes in foreign economic
and tax policies; and foreign government instability, war or other adverse
political or economic actions. Other specific risks of investing in foreign
securities include:

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

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

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

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

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.

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's average annual total return for
1998, the Portfolio's first year of existence. The table below shows the
Portfolio's average annual total returns for the Portfolio for one year and
since inception. The table also compares the Portfolio's performance to the
returns of a broad based index. Both the bar chart and table assume reinvestment
of dividends and distributions. Past performance is not an indication of future
performance. The performance results presented below do not reflect any
insurance and Contract-related fees and expenses, which would reduce the
perfomance results. The Portfolio's inception date was January 1, 1998.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                     20.07%

<S>                                 <C>
Best quarter:                       Worst quarter:
20.43% (1998 4th Quarter)           (13.90)% (1998 3rd Quarter)
- --------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                    AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                             SINCE
                                              ONE YEAR     INCEPTION
- --------------------------------------------------------------------------------
<S>                                          <C>          <C>
 BT International Equity Index Portfolio        20.07%       20.07%
- --------------------------------------------------------------------------------
 MSCI EAFE Index*                               20.00%       20.00%
- --------------------------------------------------------------------------------
</TABLE>

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

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

<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIOS (CONTINUED)


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

WHO MANAGES THE PORTFOLIO

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

<PAGE>

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

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:

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.
Other specific risks of investing in foreign securities include:

    EMERGING MARKET RISK: There are greater risks involved in investing in
    emerging markets countries and/or their securities markets, such as less
    diverse and less mature economic structures, less stable political

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

<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIOS (CONTINUED)

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

    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.

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.

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.

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.

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:

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

<PAGE>

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

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.

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

<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIOS (CONTINUED)


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

MORGAN STANLEY EMERGING MARKETS EQUITY PORTFOLIO
INVESTMENT OBJECTIVE: Seeks long-term capital appreciation by investing
primarily in equity securities of emerging country issuers.

THE INVESTMENT STRATEGY

The Portfolio is a non-diversified Portfolio that invests primarily in equity
securities of companies located in emerging markets countries. Such equity
securities may include common stocks, preferred stocks, convertible securities,
depositary receipts, rights and warrants. The Adviser focuses on growth-oriented
companies in emerging market countries that it believes have strong developing
economies and increasingly sophisticated markets. The Portfolio generally
invests only in emerging markets countries whose currencies are freely
convertible into United States dollars.


    A Portfolio may be considered to be "non-diversified" for federal securities
    law purposes because it invests in a limited number of securities. In all
    cases, the Portfolio intends to be diversified for tax purposes so that it
    can qualify as a regulated investment company.

    For purposes of this Portfolio, an emerging market country security is
    defined as a security of an issuer having one or more of the following
    characteristics:

      o  Its principal securities trading market is in an emerging market
         country;
      o  alone or on a consolidated basis, at least 50% of its revenues are
         derived from goods produced, sales made or services performed in
         emerging market countries; and
      o  it is organized under the laws of or has a principal office in an
         emerging market country.

The Adviser's investment approach combines top-down country allocation with
bottom-up stock selection.


    In a "top-down" approach, country allocations are made based on forecasts of
    stock market trends. In a "bottom-up" approach, securities are reviewed and
    chosen individually.

The Portfolio may invest to a lesser extent in corporate or government-issued or
guaranteed debt securities of emerging markets countries, including debt
securities that are rated or considered to be below investment grade ("junk
bonds"). The Portfolio also may, to a lesser extent, invest in equity or debt
securities (including "junk bonds") of corporate or governmental issuers located
in industrialized countries, foreign currency or investment funds and
supranational entities such as the World Bank. In addition, the Portfolio may
utilize forward foreign currency contracts, options and futures contracts and
swap transactions.

When market or financial conditions warrant, the Portfolio may invest in certain
short- and medium-term fixed income securities of issuers other than emerging
market issuers and may invest without limitation in high quality money market
instruments for temporary or defensive purposes. Such investment strategies are
inconsistent with the Portfolio's investment objectives and could result in the
Portfolio not achieving its investment objective.

THE PRINCIPAL RISKS

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


FOREIGN SECURITIES RISKS: The Portfolio's investments in foreign securities
involve risks not associated with investing in U.S. securities that can
adversely affect the Portfolio's performance. Foreign markets, particularly
emerging markets, may be less liquid, more volatile and subject to less
government supervision than domestic markets. There may be difficulties
enforcing contractual obligations, and it

<PAGE>

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

may take more time for trades to clear and settle. In addition, foreign
investments can be adversely affected by: unfavorable currency exchange rates
(relative to the U.S. dollar for securities denominated in a foreign
currencies); inadequate or inaccurate information about foreign companies;
higher transaction, brokerage and custody costs; adverse changes in foreign
economic and tax policies; and foreign government instability, war or other
adverse political or economic actions. Other specific risks of investing in
foreign securities include:

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

    EURO RISK: The Portfolio invests in securities issued by European issuers
    that 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.

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.

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

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

NON-DIVERSIFICATION RISK: Since a relatively high percentage of the Portfolio's
assets may be invested in the securities of a limited number of issuers, some of
which may be within the same industry, the securities of the Portfolio may be
more sensitive to changes in the market value of a single issuer or industry or
to risks associated with a single economic, political or regulatory event than a
diversified portfolio.

FIXED INCOME RISKS: To the extent that a substantial amount of the Portfolio's
assets are invested in fixed income securities, that portion of the Portfolio's
performance will be affected by changes in interest rates, the credit risk of
the issuer, the duration or maturity of the Portfolio's fixed income holdings,
and adverse market or economic conditions. When interest rates rise, the value
of the Portfolio's fixed income securities, particularly those with longer
durations or maturities, will go down. When interest rates fall, the reverse is
true. In addition, to the extent that the Portfolio invests in investment grade
securities, which are rated BBB by S&P or an equivalent rating by any other
NRSRO, it will be exposed to greater risk than higher-rated obligations because
BBB rated investment grade securities


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

<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIOS (CONTINUED)


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

are regarded as having only an adequate capacity to pay principal and interest,
are considered to lack outstanding investment characteristics, and may be
speculative. The risk that an issuer or guarantor of a fixed income security or
counterparty to the Portfolio's fixed income transaction is unable to meets its
financial obligations is particularly significant for this Portfolio because
this Portfolio invests a portion of its assets in "junk bonds" (i.e., securities
rated below investment grade). Junk bonds are issued by companies with
questionable credit strength and, consequently, are considered to be speculative
in nature and may be subject to greater market fluctuations than investment
grade fixed-income securities.

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first full year of operations. The table below shows the
Portfolio's average annual total returns for the Portfolio for one year and
since inception. The table also compares the Portfolio's performance to the
returns of a broad-based index. Both the bar chart and table assume reinvestment
of dividends and distributions. Past performance is not an indication of future
performance. The performance results presented below do not reflect any
insurance and Contract-related fees and expenses, which would reduce the
performance results. The inception date for the Portfolio is August 20, 1997.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                    (27.10)%

<S>                                 <C>
Best quarter:                       Worst quarter:
14.56% (1998 4th Quarter)           (22.14)% (1998 2nd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                          SINCE
                                       ONE YEAR         INCEPTION
- --------------------------------------------------------------------------------
<S>                                 <C>              <C>
 Morgan Stanley Emerging Markets
 Equity Portfolio                        (27.10)%         (32.69)%
- --------------------------------------------------------------------------------
 MSCI Emerging Markets Free*             (25.34)%         (28.92)%
- --------------------------------------------------------------------------------
</TABLE>

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

WHO MANAGES THE PORTFOLIO

MORGAN STANLEY ASSET MANAGEMENT ("MSAM"), 1221 Avenue of the Americas, New York,
NY 10020. MSAM has been the Adviser to the Portfolio since the Portfolio
commenced operations. MSAM conducts a worldwide investment management business,
providing a broad range of portfolio management services to customers in the
United States and abroad. MSAM serves as an investment adviser to numerous
open-end and closed-end investment companies. On December 1, 1998, Morgan
Stanley Asset Management Inc. changed its name to Morgan Stanley Dean Witter
Investment Management Inc. but continues to do business in certain instances
using the name Morgan Stanley Asset Management. The Portfolio Managers,
responsible for the day to day management of the Portfolio since the Portfolio
commenced operations, are: ROBERT MEYER, a Managing Director of MSAM and Morgan
Stanley & Co. Incorporated, who is head of MSAM's Emerging Markets Equity Group
and who joined MSAM in 1989; and ANDY SKOV, a Principal of MSAM and Morgan
Stanley & Co. Incorporated who joined MSAM in 1994.

<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS


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

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:

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

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

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

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

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

<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)


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

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

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


PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total returns for 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 18, 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.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                   CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

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

<S>                                  <C>
Best quarter (% and time period)     Worst quarter (% and time period)
40.04% (1991 1st Quarter)            -27.25% (1998 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                      AVERAGE ANNUAL TOTAL RETURNS*
- --------------------------------------------------------------------------------
                                    ONE YEAR     FIVE YEARS     TEN YEARS
- --------------------------------------------------------------------------------
<S>                                <C>          <C>            <C>
 Alliance Aggressive 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%
- --------------------------------------------------------------------------------
</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 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>

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

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.

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

<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)

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

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:


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

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

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

DERIVATIVES RISK: The Portfolio's investments in derivatives can significantly
increase the Portfolio's exposure to market risk or credit risk of the
counterparty. Derivatives also involve the risk of mispricing or improper
valuation and the

<PAGE>

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

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

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

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

PORTFOLIO PERFORMANCE

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

The Portfolio's performance shown below is the performance of its predecessor
registered investment company (HRT/Alliance Small Cap Growth Portfolio) managed
by the Adviser using the same investment objectives and strategy as the
Portfolio. For these purposes, the Portfolio is considered to be the successor
entity to the predecessor registered investment company (HRT/Alliance Small Cap
Growth Portfolio) whose inception date is May 1, 1997. The assets of the
predecessor will be transferred to the Portfolio on October 18, 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.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                   CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                     -4.4%

<S>                                  <C>
Best quarter (% and time period)     Worst quarter (% and time period)
22.92% (1998 4th Quarter)            -28.13% (1998 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                          SINCE
                                           ONE YEAR     INCEPTION
- --------------------------------------------------------------------------------
<S>                                       <C>          <C>
 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%
- --------------------------------------------------------------------------------
</TABLE>

*   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

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


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

<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)

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

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>

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

BT SMALL COMPANY INDEX PORTFOLIO

INVESTMENT OBJECTIVE: Seeks to replicate as closely as possible (before the
deduction of Portfolio expenses) the total return of the Russell 2000 Index
("Russell 2000").

THE INVESTMENT STRATEGY

The Portfolio invests primarily in equity securities of small-cap companies
included in the Russell 2000. The Adviser seeks to match the returns of the
Russell 2000. The Portfolio invests in a statistically selected sample of the
securities found in the Russell 2000, using a process known as "optimization."
This process selects stocks for the Portfolio so that industry weightings,
market capitalizations and fundamental characteristics (price to book ratios,
price to earnings ratios, debt to asset ratios and dividend yields) closely
match those of the securities included in the Russell 2000. This approach helps
to increase the Portfolio's liquidity and reduce costs. The securities held by
the Portfolio are weighted to make the Portfolio's total investment
characteristics similar to those of the Russell 2000 as a whole.

    For more information on The Russell 2000, see the preceding section "The
    Benchmarks." The Portfolio is neither sponsored by nor affiliated with the
    Frank Russell Company, which is the owner of the trademarks and copyrights
    relating to the Russell indices.

Over time, the correlation between the performance of the Portfolio and the
Russell 2000 is expected to be 95% or higher before the deduction of Portfolio
expenses. The Portfolio's ability to track the Russell 2000 may be affected by,
among other things, transaction costs, administration and other expenses
incurred by the Portfolio, changes in either the composition of the Russell 2000
or the assets of the Portfolio, and the timing and amount of Portfolio investor
contributions and withdrawals, if any. The Portfolio seeks to track the Russell
2000, therefore, the Adviser generally will not attempt to judge the merits of
any particular security as an investment.

Securities index futures contracts and related options, warrants and convertible
securities may be used for a number of reasons, including: to simulate full
investment in the Russell 2000 while retaining a cash balance for fund
management purposes; to facilitate trading; to reduce transaction costs; or to
seek higher investment returns when a futures contract, option, warrant or
convertible security is priced more attractively than the underlying equity
security or Russell 2000. These instruments are considered to be derivatives.

The Portfolio may invest to a lesser extent in short-term debt securities and
money market securities to meet redemption requests or to facilitate investment
in the securities included in the Russell 2000.

THE PRINCIPAL RISKS

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

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

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

                                    -------------------------- EQ Advisors Trust
<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)


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

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

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

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first year of existence. The table below shows the Portfolio's
average annual total returns for the Portfolio for one year and since inception.
The table also compares the Portfolio's performance to the returns of a broad
based index. Both the bar chart and table assume reinvestment of dividends and
distributions. Past performance is not an indication of future performance. The
performance results presented below do not reflect any insurance and
Contract-related fees and expenses, which would reduce the performance results.
The Portfolio's inception date was January 1, 1998.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                    (2.27)%

<S>                                 <C>
Best quarter:                       Worst quarter:
16.21% (1998 4th Quarter)           (19.52)% (1998 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                   AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                          SINCE
                                         ONE YEAR       INCEPTION
- --------------------------------------------------------------------------------
<S>                                   <C>             <C>
 BT Small Company Index Portfolio          (2.27)%         (2.27)%
- --------------------------------------------------------------------------------
 Russell 2000 Index*                       (2.54)%         (2.54)%
- --------------------------------------------------------------------------------
</TABLE>

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

WHO MANAGES THE PORTFOLIO

BANKERS TRUST COMPANY ("Bankers Trust"), 130 Liberty Street (One Bankers Trust
Plaza), New York, New York 10006. Bankers Trust has been the Adviser to the
Portfolio since it commenced operations. Bankers Trust is a wholly-owned
subsidiary of Bankers Trust New York Corporation. Bankers Trust conducts a
variety of general banking and trust activities and is a major wholesale
supplier of financial services to the international and domestic institutional
markets. Investment management is a core business of Bankers Trust built on a
tradition of excellence from its roots as a trust bank founded in 1903. During
1999, Bankers Trust Corporation and a wholly owned subsidiary of Deutsche Bank
AG ("Deutsche Bank") expect to finalize a merger in which Bankers Trust
Corporation will be acquired by and become a subsidiary of Deutsche Bank.


<PAGE>

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

EQ/EVERGREEN PORTFOLIO

INVESTMENT OBJECTIVE: Seeks capital appreciation.

THE INVESTMENT STRATEGY

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


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

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

When market or financial conditions warrant, the Portfolio may invest up to 100%
of its assets in short-term obligations for temporary or defensive purposes.
Such investment strategies are inconsistent with the Portfolio's investment
objectives and could result in the Portfolio not achieving its investment
objective.

THE PRINCIPAL RISKS

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

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

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

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

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

<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)


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

PORTFOLIO PERFORMANCE

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

WHO MANAGES THE PORTFOLIO

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

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

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


<PAGE>

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

LAZARD SMALL CAP VALUE PORTFOLIO

INVESTMENT OBJECTIVE: Seeks capital appreciation by investing in equity
securities of United States companies with small market capitalizations (i.e.,
companies in the range of companies represented in the Russell 2000 Index) that
the Adviser considers inexpensively priced relative to the return on total
capital or equity.

THE INVESTMENT STRATEGY

The Portfolio is a non-diversified Portfolio that invests primarily in equity
securities of U.S. companies with small market capitalizations that the Adviser
believes are undervalued based on their return on equity or capital. The
Portfolio will have characteristics similar to the Russell 2000 Index. The
equity securities that may be purchased by the Portfolio include common stocks,
preferred stocks, securities convertible into or exchangeable for common stocks,
rights and warrants.


    For more information on The Russell 2000, see the preceding section "The
    Benchmarks".

    A Portfolio may be considered to be "non-diversified" for federal securities
    law purposes because it invests in a limited number of securities. In all
    cases, the Portfolio intends to be diversified for tax purposes so that it
    can qualify as a regulated investment company.

In selecting investments for the Portfolio, the Adviser looks for equity
securities of companies that have one or more of the following characteristics:
(i) are undervalued relative to their earnings, cash flow or asset values; (ii)
have an attractive price/value relationship with expectations that some catalyst
will cause the perception of value to change within two years; (iii) are out of
favor due to circumstances which are unlikely to harm the company's franchise or
earnings power; (iv) have low projected price to earnings or price-to-cash flow
multiples; (v) have the potential to become a larger factor in the company's
business; (vi) have significant debt but have high levels of free cash flow; and
(vii) have a relatively short corporate history with the expectation that the
business may grow.

Although the Portfolio will principally invest at least 80% of its assets in
small capitalization securities, the Portfolio may also invest up to 20% of its
assets in larger capitalization equity securities or investment grade debt
securities.

When market or financial conditions warrant, the Portfolio may invest without
limitation in short-term money market instruments or hold its assets in cash for
temporary or defensive purposes. Such investment strategies could have the
effect of reducing the benefit of any upswing in the market. Such investment
strategies are inconsistent with the Portfolio's investment objectives and could
result in the Portfolio not achieving its investment objective.

THE PRINCIPAL RISKS

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

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

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

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

<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)


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

NON-DIVERSIFICATION RISK: Since a relatively high percentage of the Portfolio's
assets may be invested in the securities of a limited number of issuers, some of
which may be within the same industry, the securities of the Portfolio may be
more sensitive to changes in the market value of a single issuer or industry or
to risks associated with a single economic, political or regulatory event than a
diversified portfolio.

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

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first year of existence. The table below shows the Portfolio's
average annual total returns for the Portfolio for one year and since inception.
The table also compares the Portfolio's performance to the returns of a broad
based index. Both the bar chart and table assume reinvestment of dividends and
distributions. Past performance is not an indication of future performance. The
performance results presented below do not reflect any insurance and
Contract-related fees and expenses, which would reduce the perfomance results.
The Portfolio's inception date was January 1, 1998.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                    (7.03)%

<S>                                 <C>
Best quarter:                       Worst quarter:
15.78% (1998 4th Quarter)           (20.10)% (1998 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                   AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                          SINCE
                                         ONE YEAR       INCEPTION
- --------------------------------------------------------------------------------
<S>                                   <C>             <C>
 Lazard Small Cap Value Portfolio          (7.03)%         (7.03)%
- --------------------------------------------------------------------------------
 Russell 2000 Index*                       (2.54)%         (2.54)%
- --------------------------------------------------------------------------------
</TABLE>

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


WHO MANAGES THE PORTFOLIO

LAZARD ASSET MANAGEMENT ("LAM"), 30 Rockefeller Plaza, New York, New York 10112.
LAM has been the Adviser to the Portfolio since it commenced operations. LAM is
a division of Lazard Fr-res & Co. LLC ("Lazard Fr-res"), a New York limited
liability company, which is registered as an investment adviser with the SEC.
Lazard Freres provides its clients with a wide variety of investment banking and
related services, including investment management.

The Portfolio Managers, responsible for the day to day management since the
inception of the Portfolio, are: EILEEN D. ALEXANDERSON, a Managing Director of
LAM who has been with LAM since 1979 and HERBERT W. GULLQUIST, a Vice-Chairman,
Managing Director and Chief Investment Officer of LAM, who has been with LAM
since 1982.

<PAGE>

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

MFS EMERGING GROWTH COMPANIES PORTFOLIO

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

THE INVESTMENT STRATEGY

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

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

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

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

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

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

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

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

THE PRINCIPAL RISKS

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


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

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

FOREIGN SECURITIES RISKS: The Portfolio's investments in foreign securities
involve risks not associated with investing in U.S. securities, which can
adversely affect the Portfolio's performance. Foreign markets, particularly
emerging markets, may be less liquid, more volatile, and subject to less
government supervision than domestic markets. There may be difficulties
enforcing contractual obligations, and it may take more time for trades to clear
and settle. In

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

<PAGE>

AGGRESSIVE EQUITY PORTFOLIOS (CONTINUED)


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

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 bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first full year of operations. The table below shows the
Portfolio's average annual total returns for the Portfolio for one year and
since inception. The table also compares the Portfolio's performance to the
returns of a broad-based index. Both the bar chart and table assume reinvestment
of dividends and distributions. Past performance is not an indication of future
performance. The performance results presented below do not reflect any
insurance and Contract-related fees and expenses, which would reduce the
performance results. The inception date for the Portfolio is May 1, 1997.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                     34.57%

<S>                                  <C>
Best quarter:                       Worst quarter:
26.70% (1998 4th Quarter)           (12.69)% (1998 3rd Quarter)
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                 AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                     SINCE
                                    ONE YEAR       INCEPTION
- --------------------------------------------------------------------------------
<S>                               <C>            <C>
 MFS Emerging Growth Companies
 Portfolio                            34.57%          34.81%
- --------------------------------------------------------------------------------
 Russell 2000 Index*                  (2.54)%        (14.53)%
- --------------------------------------------------------------------------------
</TABLE>

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

WHO MANAGES THE PORTFOLIO

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

The Portfolio Managers are JOHN W. BALLEN, President of MFS, who has been
employed by MFS as a portfolio manager of the Portfolio since 1984, and TONI Y.
SHIMURA, a Vice President of MFS, who has been employed by MFS as a portfolio
manager for the Portfolio since 1995.


<PAGE>

ASSET ALLOCATION PORTFOLIOS


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EQ/EVERGREEN FOUNDATION PORTFOLIO

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

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

THE INVESTMENT STRATEGY

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

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

When market or financial conditions warrant, the Portfolio may invest 100% of
its assets in short-term obligations for temporary or defensive purposes. Such
investment strategies are inconsistent with the Portfolio's investment
objectives and could result in the Portfolio not achieving its investment
objective.

THE PRINCIPAL RISKS

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

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

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

PORTFOLIO PERFORMANCE

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

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

<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)

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

WHO MANAGES THE PORTFOLIO

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

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

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


<PAGE>

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MERRILL LYNCH WORLD STRATEGY
PORTFOLIO

INVESTMENT OBJECTIVE: Seek high total investment return by investing primarily
in a portfolio of equity and fixed income securities, including convertible
securities, of U.S. and foreign issuers.

    For purposes of this Portfolio, "total investment return" consists of
    interest, dividends, discount accruals and capital changes, including
    changes in the value of non-dollar denominated securities and other assets
    and liabilities resulting from currency fluctuations.

THE INVESTMENT STRATEGY

The Portfolio is a non-diversified Portfolio that invests in both equity
securities and fixed income securities. The Portfolio may invest entirely in
equity securities, entirely in fixed income securities, or partly in equity
securities and partly in fixed income securities.

    A Portfolio may be considered to be "non-diversified" for federal securities
    law purposes because it invests in a limited number of securities. In all
    cases, the Portfolio intends to be diversified for tax purposes so that it
    can qualify as a regulated investment company.

The Portfolio will normally invest a significant portion of its assets in equity
securities of companies throughout the world. The equity securities in which the
Portfolio invests will primarily be common stocks of large companies.

There are no limits on the Portfolio's ability to invest in any country or
geographic region. The Portfolio can invest primarily in U.S. securities,
primarily in foreign securities, or partly in both. It normally invests in at
least three countries at any given time. The Portfolio may invest in companies
in emerging markets, but the Adviser anticipates that a substantially greater
portion of the Portfolio's equity investments will be in companies in developed
countries. At the present time, the Portfolio focuses on investments in Canada,
Western Europe, the Far East, and Latin America, as well as in the United
States. The Adviser will select the percentage of the Portfolio's assets that
will be invested in equity securities and fixed income securities, as well as
the geographic allocation of the Portfolio's investments, based on its view of
general economic and financial trends in various countries and industries, such
as inflation, commodity prices, the direction of interest and currency
movements, estimates of growth in industry output and profits, and government
fiscal policies. For example, if the Adviser believes that falling commodity
prices and decreasing estimates of industrial output globally signal low growth
and limited returns from equity securities, the Portfolio may emphasize fixed
income investments. Similarly, if the Adviser believes that low inflation, new
technologies and improvements in economic productivity in a country or region
signal a promising environment for equity securities in that country or region
the Portfolio may emphasize equity investments in that country or region.

The Portfolio may invest in fixed-income securities of any maturity, including
United States and foreign government securities and corporate debt securities.
The Portfolio will only invest in debt securities that are rated investment
grade by S&P or Moody's or unrated securities that are of comparable quality.

The Portfolio may also invest in securities denominated in currencies other than
the U.S. dollar. The Portfolio may also engage in currency transactions to hedge
against the risk of loss from changes in currency exchange rates. In addition,
the Portfolio may also employ a variety of instruments and techniques to enhance
income and to hedge against market and currency risk.

The Portfolio has no stated minimum holding period for investments, and will buy
or sell securities whenever the Adviser sees an appropriate opportunity.

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

<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)


- ----------
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When market or financial conditions warrant, the Portfolio may invest up to 100%
of its assets in United States Government or Government agency securities, money
market securities, other fixed income securities, or cash for temporary or
defensive purposes. Such investment strategies are inconsistent with the
Portfolio's investment objective and could result in the Portfolio not achieving
its investment objective.

THE PRINCIPAL RISKS

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

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

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

    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.

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

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

<PAGE>

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  75
- --------------------------------------------------------------------------------

NON-DIVERSIFICATION RISK: Since a relatively high percentage of the Portfolio's
assets may be invested in the securities of a limited number of issuers, some of
which may be within the same industry, the securities of the Portfolio may be
more sensitive to changes in the market value of a single issuer or industry or
to risks associated with a single economic, political or regulatory event than a
diversified portfolio.

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

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

PORTFOLIO PERFORMANCE

The bar chart below illustrates the Portfolio's annual total return for 1998,
the Portfolio's first full year of operations. The table below shows the
Portfolio's average annual total returns for the Portfolio for one year and
since inception. The table also compares the Portfolio's performance to the
returns of a broad-based index. Both the bar chart and table assume reinvestment
of dividends and distributions. Past performance is not an indication of future
performance. The performance results presented below do not reflect any
insurance and Contract-related fees and expenses, which would reduce the
performance results. The inception date for the Portfolio is May 1, 1997.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                CALENDAR YEAR ANNUAL TOTAL RETURN
- --------------------------------------------------------------------------------

                                      1998
                                     6.81%

<S>                                 <C>
Best quarter:                       Worst quarter:
10.56% (1998 4th Quarter)           (11.15)% (1998 3rd Quarter)
- --------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                                 SINCE
                                               ONE YEAR        INCEPTION
- --------------------------------------------------------------------------------
<S>                                         <C>             <C>
 Merrill Lynch World Strategy Portfolio           6.81%           6.91%
- --------------------------------------------------------------------------------
 Composite Market Benchmark Index*              (25.34)%        (28.92)%
- --------------------------------------------------------------------------------
</TABLE>

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

WHO MANAGES THE PORTFOLIO

MERRILL LYNCH ASSET MANAGEMENT, L.P. ("MLAM"), 800 Scudders Mill Road,
Plainsboro, New Jersey 08543. MLAM has been the Adviser to the Portfolio since
it commenced operations. MLAM is an indirect wholly-owned subsidiary of Merrill
Lynch & Co., Inc., a financial services holding company. MLAM and its affiliates
act as the manager for more than 100 registered investment companies. MLAM also
offers portfolio management and portfolio analysis services to individuals and
institutions.

THOMAS R. ROBINSON is the Portfolio Manager primarily responsible for the
day-to-day management of the Portfolio since it commenced operations. Mr.
Robinson has served as a First Vice President of MLAM since 1997 and as a Senior
Portfolio Manager of MLAM since 1995. Prior to 1995, Mr. Robinson served as
Manager of International Strategy for Merrill Lynch & Co. Global Securities
Research and Economics Group.


                            ---------------------------------- EQ Advisors Trust
<PAGE>

3
More information on principal risks

- ----------------
      76
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

In addition, because the Year 2000 Problem affects virtually all issuers, the
companies or entities in which the Portfolios may invest also could be adversely
impacted by the Year 2000 Problem. For example, issuers may incur substantial
costs to address the Year 2000 problem. The extent of such impact cannot be
predicted and there can be no assurances that the Year 2000 Problem will not
have an adverse effect on the issuers whose securities are held by the
Portfolios. The Advisers have assured the Trust that they consider such issues
in making investment decisions for the Portfolios. Furthermore, certain of the
Portfolios make international investments thereby exposing these Portfolios to
operations, custody and settlement processes outside the United States.

<PAGE>

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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 its 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 credit risks.
    Portfolios such as the Alliance Growth Investors Portfolio and the Alliance
    High Yield Portfolio may also be subject to greater credit risk because they
    may invest in debt securities issued in connection with corporate
    restructurings by highly leveraged issuers or in debt securities not current
    in the payment of interest or principal, or in default.

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


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

<PAGE>

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    bonds or fixed income securities will vary in response to changes in
    interest rates. A rise in interest rates causes the value of a bond to
    decrease, and vice versa. There is the possibility that the value of a
    Portfolio's investment in bonds or fixed income securities may fall because
    bonds or fixed income securities generally fall in value when interest rates
    rise. The longer the term of a bond or fixed income instrument, the more
    sensitive it will be to fluctuations in value from interest rate changes.
    Changes in interest rates may have a significant effect on Portfolios
    holding a significant portion of their assets in fixed income securities
    with long term maturities.

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

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

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

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

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

    EMERGING MARKET RISK: There are greater risks involved in investing in
    emerging market countries

<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.

                              -------------------------------- EQ Advisors Trust
<PAGE>

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

INDEX-FUND RISK: The BT Equity 500 Index, BT Small Company Index and BT
International Equity Index Portfolios are not actively managed (which involves
buying and selling of securities based upon economic, financial and market
analysis and investment judgment). Rather, the BT Equity 500 Index, BT Small
Company Index and BT International Equity Index Portfolios utilize a "passive"
or "indexing" investment approach and attempt to duplicate the investment
performance of the particular index the Portfolio is tracking (i.e., S&P 500
Index, Russell 2000 Index or MSCI EAFE Index) through statistical procedures.
Therefore, the Portfolios will invest in the securities included in the
relevant index or substantially identical securities regardless of market
trends. The Portfolios cannot modify their investment strategies to respond to
changes in the economy, which means they may be particularly susceptible to a
general decline in the U.S. or global stock market segment relating to the
relevant index.

LEVERAGING RISK: When a Portfolio 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.

NON-DIVERSIFICATION RISK: The Lazard Small Cap Value Portfolio, the Morgan
Stanley Emerging Markets Equity and Merrill Lynch World Strategy Portfolios are
classified as "non-diversified" investment companies, which means that the
proportion of each Portfolio's assets that may be invested in the securities of
a single issuer is not limited by the 1940 Act. Since a relatively high
percentage of each non-diversified Portfolio's assets may be invested in the
securities of a limited number of issuers, some of which may be within the same
industry, the securities of each Portfolio may be more sensitive to changes in
the market value of a






<PAGE>

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 single issuer or industry. The use of such a focused investment strategy may
 increase the volatility of a Portfolio's investment performance, as the
 Portfolio may be more susceptible to risks associated with a single economic,
 political or regulatory event than a diversified portfolio. If the securities
 in which the Portfolio invests perform poorly, the Portfolio could incur
 greater losses than it would have had it been invested in a greater number of
 securities. However to qualify as a regulated investment company ("RIC") under
 the Internal Revenue Code of 1986, as amended (the "Code") and receive pass
 through tax treatment, each Portfolio at the close of each fiscal quarter, may
 not have more than 25% of its total assets invested in the securities of any
 one issuer (excluding U.S. Government obligations) and with respect to 50% of
 its assets, (i) may not have more than 5% of its total assets invested in the
 securities of any one issuer and (ii) may not own more than 10% of the
 outstanding voting securities of any one issuer. Each non-diversified Portfolio
 intends to qualify as a RIC.

 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 product lines, more
 limited financial resources and more limited trading markets for their stock,
 as compared with larger companies. Their securities may be less well-known and
 trade less frequently and in more limited volume than the securities of larger,
 more established companies. In addition, small-cap and mid-cap companies are
 typically subject to greater changes in earnings and business prospects than
 larger companies. Consequently, the prices of small company stocks tend to rise
 and fall in value more frequently than the stocks of larger companies. Although
 investing in small-cap and mid-cap companies offers potential for above-average
 returns, the companies may not succeed and the value of their stock could
 decline significantly.

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

 The Trust's Portfolios are not insured by the FDIC or any
 other government agency. Each Portfolio is not a deposit or


                                        ____________________ EQ Advisors Trust
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 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.


<PAGE>

4 Management of the Trust



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


 THE TRUST

 The Trust is organized as a Delaware business trust and is registered with the
 Securities and Exchange Commission ("SEC") as an open-end management investment
 company. The Trust issues shares of beneficial interest that are currently
 divided among forty (40) Portfolios, each of which has authorized Class IA and
 Class IB shares. Each Portfolio has its own objectives, investment strategies
 and risks, which have been previously described in this prospectus.


 THE MANAGER

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

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

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


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

 MANAGEMENT FEES PAID BY THE PORTFOLIOS TO EQ FINANCIAL CONSULTANTS, INC. IN
 1998


<TABLE>
<CAPTION>
                                          ANNUAL        RATE OF
                                          RATE          FEES
 PORTFOLIOS                             RECEIVED       WAIVED
<S>                                   <C>           <C>
 BT Equity 500 Index                  0.00%         0.25%
 BT International Equity Index        0.00%         0.35%
 BT Small Company Index               0.00%         0.25%
 JPM Core Bond                        0.05%         0.40%
 Lazard Large Cap Value               0.21%         0.34%
 Lazard Small Cap Value               0.62%         0.18%
 Merrill Lynch Basic Value Equity     0.34%         0.21%
 Merrill Lynch World Strategy         0.26%         0.44%
 MFS Emerging Growth                  0.36%         0.19%
   Companies
 MFS Research                         0.35%         0.20%
 Morgan Stanley Emerging              0.33%         0.82%
   Markets Equity
</TABLE>

 The twelve (12) 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 Portfolio listed below (except for the
 Portfolios for which Alliance serves as Investment Adviser other than
 EQ/Alliance Premier Growth Portfolio) 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


<TABLE>
<CAPTION>
 PORTFOLIOS                                ANNUAL RATE
<S>                                   <C>
 Alliance Aggressive Stock (3)               0.54%
 Alliance Common Stock (3)                   0.36%
 Alliance High Yield (3)                     0.60%
 Alliance Money Market (3)                   0.35%
 Alliance Small Cap Growth (3)               0.90%
 Capital Guardian International (1)          0.75%
 Capital Guardian Research (1)               0.65%
 Capital Guardian U.S. Equity (1)            0.65%
 EQ/Alliance Premier Growth (1)              0.90%
 EQ/Evergreen (2)                            0.75%
 EQ/Evergreen Foundation (2)                 0.63%
 MFS Growth with Income (2)                  0.55%
</TABLE>

(1) The inception date for this Portfolio was April 30, 1999.
(2) The inception date for this Portfolio was December 31, 1998.
(3) The inception date for this Portfolio is October 18, 1999.


 EXPENSE LIMITATION AGREEMENT

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

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EXPENSE LIMITATION RATES


<TABLE>
<CAPTION>
                                         AMOUNT EXPENSES
                                       LIMITED TO (% OF
 PORTFOLIOS                            DAILY NET ASSETS)
<S>                                   <C>
 BT Equity 500 Index                          0.30%
 BT International Equity Index                0.75%
 BT Small Company Index                       0.50%
 Capital Guardian International               0.95%
 Capital Guardian Research                    0.70%
 Capital Guardian U.S. Equity                 0.70%
 EQ/Alliance Premier Growth                   0.90%
 EQ/Evergreen                                 0.80%
 EQ/Evergreen Foundation                      0.70%
 JPM Core Bond                                0.55%
 Lazard Large Cap Value                       0.70%
 Lazard Small Cap Value                       0.95%
 Merrill Lynch Basic Value Equity             0.60%
 Merrill Lynch World Strategy                 0.95%
 MFS Emerging Growth Companies                0.60%
 MFS Growth with Income                       0.60%
 MFS Research                                 0.60%
 Morgan Stanley Emerging Markets              1.50%
   Equity
</TABLE>

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

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

 The Manager and certain non-affiliated insurance companies and certain of their
 separate accounts (collectively, "Applicants") have filed a Substitution
 Application with the SEC. Applicants have included, as a term of the
 Substitution Application, that with respect to those Portfolios for which
 Alliance serves as Adviser (other than the EQ/Alliance Premier Growth
 Portfolio, which will not be substituted for a


                                     ----------------------    EQ Advisors Trust
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 portfolio of HRT), the Manager will not: (i) terminate Alliance and select a
 new Adviser for those Portfolios or (ii) materially modify the existing
 investment advisory agreement without first either obtaining approval of
 shareholders for such actions or obtaining approval of shareholders to utilize
 the Multi-Manager Order.

 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 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>

5 Fund distribution arrangements



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 The Trust offers two classes of shares on behalf of each Portfolio: Class IA
 shares and Class IB shares. EQ Financial Consultants, Inc., ("EQFC") serves as
 one of the distributors for the Class IB shares of the Trust offered by this
 Prospectus as well as one of the distributors for the Class IA shares.
 Equitable Distributors, Inc. ("EDI") serves as the other distributor for the
 Class IB shares of the Trust as well as the Class IA shares. Both classes of
 shares are offered and redeemed at their net asset value without any sales
 load. EQFC and EDI are affiliates of Equitable. Both EQFC and EDI are
 registered as broker-dealers under the Securities Exchange Act of 1934 and are
 members of the National Association of Securities Dealers, Inc.

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


<PAGE>

6 Purchase and redemption



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 The price at which a purchase or redemption is effected is based on the next
 calculation of net asset value after an order is placed by an insurance company
 or qualified retirement plan investing in or redeeming from the Trust.


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

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

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

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


<PAGE>

7 How assets are valued



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

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

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

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

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


<PAGE>

8 Tax information



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 Each Portfolio of the Trust is a separate regulated investment company for
 federal income tax purposes. Regulated investment companies are usually not
 taxed at the entity (Portfolio) level. They pass through their income and gains
 to their shareholders by paying dividends. Their shareholders include this
 income on their respective tax returns. A Portfolio will be treated as a
 regulated investment company if it meets specified federal income tax rules,
 including types of investments, limits on investments, calculation of income,
 and dividend payment requirements. Although the Trust intends that it and each
 Portfolio will be operated to have no federal tax liability, if they have any
 federal tax liability, that could hurt the investment performance of the
 Portfolio in question. Also, any Portfolio investing in foreign securities or
 holding foreign currencies could be subject to foreign taxes which could reduce
 the investment performance of the Portfolio.

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


<PAGE>

9 Prior performance of each adviser



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

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

 Composite performance data relating to the historical performance of
 institutional private accounts managed by the relevant Adviser was calculated
 on a total return basis and includes all losses. As specified below, this
 composite performance data is provided only for the J.P. Morgan Active Fixed
 Income Composite, 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 J.P. Morgan's and
 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 J.P. Morgan and 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. In addition, holders of Contracts representing interests
 in the Portfolios below will be subject to charges and expenses relating to
 such Contracts. The


<PAGE>

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

 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
- ------------------------------------------------------------------------------------------------------------------------
 ALLIANCE PREMIER GROWTH FUND, INC. - ADVISOR CLASS(9) (EQ/ALLIANCE PREMIER GROWTH PORTFOLIO)
                                                               49.85%       N/A         N/A         42.97%     10/1/96
S&P 500 Index(3)                                               28.57%       N/A         N/A         21.60%
- ------------------------------------------------------------------------------------------------------------------------
 BT ADVISORS FUNDS - EAFE EQUITY INDEX FUND - INSTITUTIONAL CLASS (BT INTERNATIONAL EQUITY INDEX PORTFOLIO)
                                                               19.81%       N/A         N/A          9.69%     1/24/96
MSCI EAFE Index(5)                                             20.33%       N/A         N/A          9.70%
- ------------------------------------------------------------------------------------------------------------------------
 BT ADVISORS FUNDS - SMALL CAP INDEX FUND-INSTITUTIONAL CLASS (BT SMALL COMPANY INDEX PORTFOLIO)
                                                               (2.60)%      N/A         N/A         11.58%     7/10/96
Russell 2000 Index(4)                                          (2.54)%      N/A         N/A         11.85%
- ------------------------------------------------------------------------------------------------------------------------
 BT INSTITUTIONAL FUNDS - EQUITY 500 INDEX FUND - INSTITUTIONAL CLASS (BT EQUITY 500 INDEX PORTFOLIO)
                                                               28.75%       24.05%      N/A         21.56%    12/31/92
S&P 500 Index(3)                                               28.57%       24.06%      N/A         21.61%
- ------------------------------------------------------------------------------------------------------------------------
 CAPITAL GUARDIAN NON-U.S. EQUITY COMPOSITE (CAPITAL GUARDIAN INTERNATIONAL PORTFOLIO)
                                                               17.21%       11.51%      10.76%                12/31/78
MSCI EAFE Index(5)                                             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 Index(3)                                               28.57%       24.06%      19.21%
- ------------------------------------------------------------------------------------------------------------------------
 CAPITAL GUARDIAN U.S. EQUITY RESEARCH PORTFOLIO - DIVERSIFIED COMPOSITE (CAPITAL GUARDIAN RESEARCH PORTFOLIO)
                                                               28.33%       24.41%      N/A         21.62%     3/31/93
S&P 500 Index(3)                                               28.57%       24.06%      N/A         21.68%
- ------------------------------------------------------------------------------------------------------------------------
 EVERGREEN FUND - CLASS Y SHARES (EQ/EVERGREEN PORTFOLIO)
                                                                7.23%       17.82%      14.72%                10/15/71
Russell 2000 Index(4)                                          (2.54)%      11.86%      12.94%
- ------------------------------------------------------------------------------------------------------------------------
 EVERGREEN FOUNDATION FUND - CLASS Y SHARES (EQ/EVERGREEN FOUNDATION PORTFOLIO)
                                                               12.21%       15.06%      N/A         16.89%      1/2/90
S&P 500 Index(3)                                               28.57%       24.06%      N/A         18.82%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                                  1             5
 OTHER FUND OR ACCOUNT MANAGED BY ADVISER (EQAT Portfolio)                                      Year         Years
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>           <C>
 J.P. MORGAN ACTIVE FIXED INCOME COMPOSITE (JPM CORE BOND PORTFOLIO)
                                                                                                 6.90%        7.20%
Salomon Brothers Broad Investment Grade Bond Index(1)                                            8.70%        7.30%
- ------------------------------------------------------------------------------------------------------------------------
 THE LAZARD FUNDS, INC. - LAZARD EQUITY PORTFOLIO (LAZARD LARGE CAP VALUE PORTFOLIO)
                                                                                                17.31%       20.36%
S&P 500 Index(3)                                                                                28.57%       24.06%
- ------------------------------------------------------------------------------------------------------------------------
 THE LAZARD FUNDS, INC. - LAZARD SMALL CAP PORTFOLIO (LAZARD SMALL CAP VALUE PORTFOLIO)
                                                                                               (12.62)%      11.45%
Russell 2000 Index(4)                                                                          ( 2.54)%      11.86%
- ------------------------------------------------------------------------------------------------------------------------
 MASSACHUSETTS INVESTORS TRUST(2) (MFS GROWTH WITH INCOME PORTFOLIO)
                                                                                                22.95%       22.97%
S&P 500 Index(3)                                                                                28.57%       24.06%
- ------------------------------------------------------------------------------------------------------------------------
 MERRILL LYNCH VARIABLE SERIES FUNDS, INC. - MERRILL LYNCH BASIC VALUE FOCUS FUND (MERRILL LYNCH BASIC VALUE
EQUITY PORTFOLIO)
                                                                                                 9.44%       15.40%
S&P 500 Index(3)                                                                                28.57%       24.06%
- ------------------------------------------------------------------------------------------------------------------------
 MERRILL LYNCH VARIABLE SERIES FUNDS, INC. - MERRILL LYNCH GLOBAL STRATEGY FOCUS FUND (MERRILL LYNCH WORLD
STRATEGY PORTFOLIO)
                                                                                                 8.88%        8.49%
MSCI EAFE Index(5)                                                                              20.33%        9.50%
- ------------------------------------------------------------------------------------------------------------------------
 MFS EMERGING GROWTH FUND(6) (MFS EMERGING GROWTH COMPANIES PORTFOLIO)
                                                                                                23.56%       19.66%
Russell 2000 Index(4)                                                                           (2.54)%      11.86%
- ------------------------------------------------------------------------------------------------------------------------
 MFS RESEARCH FUND(2), (6) (MFS RESEARCH PORTFOLIO)
                                                                                                22.92%       20.65%
S&P 500 Index(3)                                                                                28.57%       24.06%
- ------------------------------------------------------------------------------------------------------------------------
 MORGAN STANLEY INSTITUTIONAL FUND, INC. - EMERGING MARKETS PORTFOLIO(7) (MORGAN STANLEY EMERGING MARKETS
EQUITY PORTFOLIO)
                                                                                               (25.40)%      (8.20)%
- ------------------------------------------------------------------------------------------------------------------------
IFC Global Total Return Composite Index(8)                                                     (21.10)%      (8.70)%
MSCI EAFE Index(5)                                                                              20.33%        9.50%
- ------------------------------------------------------------------------------------------------------------------------



<CAPTION>
                                                                                                10        Since      Inception
 OTHER FUND OR ACCOUNT MANAGED BY ADVISER (EQAT Portfolio)                                    Years    Inception       Date
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>        <C>         <C>
 J.P. MORGAN ACTIVE FIXED INCOME COMPOSITE (JPM CORE BOND PORTFOLIO)
                                                                                               9.40%                  5/31/77
Salomon Brothers Broad Investment Grade Bond Index(1)                                          9.30%
- ------------------------------------------------------------------------------------------------------------------------------
 THE LAZARD FUNDS, INC. - LAZARD EQUITY PORTFOLIO (LAZARD LARGE CAP VALUE PORTFOLIO)
                                                                                              16.83%                     6/87
S&P 500 Index(3)                                                                              19.21%
- ------------------------------------------------------------------------------------------------------------------------------
 THE LAZARD FUNDS, INC. - LAZARD SMALL CAP PORTFOLIO (LAZARD SMALL CAP VALUE PORTFOLIO)
                                                                                              N/A         16.10%      10/1/91
Russell 2000 Index(4)                                                                         N/A         13.89%
- ------------------------------------------------------------------------------------------------------------------------------
 MASSACHUSETTS INVESTORS TRUST(2) (MFS GROWTH WITH INCOME PORTFOLIO)
                                                                                              19.15%                  7/15/24
S&P 500 Index(3)                                                                              19.21%
- ------------------------------------------------------------------------------------------------------------------------------
 MERRILL LYNCH VARIABLE SERIES FUNDS, INC. - MERRILL LYNCH BASIC VALUE FOCUS FUND (MERRILL LYNCH BASIC VALUE
EQUITY PORTFOLIO)
                                                                                              N/A         15.80%       7/1/93
S&P 500 Index(3)                                                                              N/A         22.74%
- ------------------------------------------------------------------------------------------------------------------------------
 MERRILL LYNCH VARIABLE SERIES FUNDS, INC. - MERRILL LYNCH GLOBAL STRATEGY FOCUS FUND (MERRILL LYNCH WORLD
STRATEGY PORTFOLIO)
                                                                                              N/A          9.57%      2/28/92
MSCI EAFE Index(5)                                                                            N/A          9.98%
- ------------------------------------------------------------------------------------------------------------------------------
 MFS EMERGING GROWTH FUND(6) (MFS EMERGING GROWTH COMPANIES PORTFOLIO)
                                                                                              22.94%                 12/29/86
Russell 2000 Index(4)                                                                         12.94%
- ------------------------------------------------------------------------------------------------------------------------------
 MFS RESEARCH FUND(2), (6) (MFS RESEARCH PORTFOLIO)
                                                                                              18.44%                 10/13/71
S&P 500 Index(3)                                                                              19.21%
- ------------------------------------------------------------------------------------------------------------------------------
 MORGAN STANLEY INSTITUTIONAL FUND, INC. - EMERGING MARKETS PORTFOLIO(7) (MORGAN STANLEY EMERGING MARKETS
EQUITY PORTFOLIO)
                                                                                              N/A          3.50%      9/25/92
IFC Global Total Return Composite Index(8)                                                    N/A          1.90%
MSCI EAFE Index(5)                                                                             5.85%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Salomon Brothers Broad Investment Grade Bond Index is an unmanaged,
     market-weighted index that contains approximately 4,700 individually priced
     investment grade bonds. The index does not include fees or operating
     expenses and is not available for actual investment.

(2)  Performance for the Class A shares. The Class A shares are in many
     instances subject to a front-end sales charge of up to 5.75%. Other share
     classes have different expenses and their performance will vary.

(3)  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.

(4)  The Russell 2000 Index is an unmanaged index (with no defined investment
     objective) composed of approximately 2,000 small-capitalization stocks and
     includes


                                           _________________   EQ Advisors Trust
<PAGE>

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

     reinvestments of dividends. The index does not include fees or operating
     expenses and is not available for actual investment. It is compiled by the
     Frank Russell Company.

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

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

(7)  Performance for the Class A shares of the Morgan Stanley Institutional
     Fund, Inc. - Emerging Markets Portfolio. The Class B shares of the Morgan
     Stanley Institutional Fund, Inc. - Emerging Markets Portfolio are subject
     to a Rule 12b-1 fee equal to 0.25% of the Portfolio's assets. The expense
     ratio of Morgan Stanley Institutional Fund, Inc. Emerging Markets Portfolio
     has been capped at 1.75% since inception.

(8)  The IFC Global Total Return Composite Index is an unmanaged index of common
     stocks and includes developing countries in Latin America, East and South
     Asia, Europe, the Middle East and Africa. The Index assumes dividends are
     reinvested.

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

<PAGE>

10 Financial Highlights



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

The financial highlights table is intended to help you understand the Trust's
financial performance since May 1, 1997. The Trust began to offer Class IA
shares for the MFS Emerging Growth Companies and BT International Equity
Portfolios on November 24, 1998. Except for those two Portfolios, the financial
information in the table below for the period May 1, 1997 to December 31, 1998
relates only to the Class IB shares. The financial information relating to both
the Class IA shares and the Class IB shares has been derived from the audited
financial statements of the Trust. These financial statements have been audited
by PricewaterhouseCoopers LLP, independent public accountants.
PricewaterhouseCoopers LLP's report on the Trust's financial statements as of
December 31, 1998 appears in the Trust's Annual Report. The information should
be read in conjunction with the financial statements contained in the Trust's
Annual Report which are incorporated by reference into the Trust's Statement of
Additional Information (SAI) and available upon request.



<TABLE>
<CAPTION>
                                                                   NET
                                                               REALIZED
                                                                  AND
                                                              UNREALIZED
                                                              GAIN (LOSS)                               DIVIDENDS
                                    NET ASSET                     ON                                       IN
                                     VALUE,                   INVESTMENTS                  DIVIDENDS    EXCESS OF    DISTRIBUTIONS
                                    BEGINNING        NET      AND FOREIGN    TOTAL FROM    FROM NET        NET           FROM
                                       OF       INVESTMENT     CURRENCY      INVESTMENT   INVESTMENT   INVESTMENT      REALIZED
                                     PERIOD       INCOME     TRANSACTIONS    OPERATIONS     INCOME       INCOME         GAINS
<S>                               <C>          <C>          <C>            <C>           <C>          <C>          <C>
 BT EQUITY 500 INDEX PORTFOLIO
 Dec. 31, 1998                      $ 10.00       $ 0.06       $  2.45        $  2.51      $ (0.06)           -         -
 Dec. 31, 1997                            -            -             -              -            -            -         -
 BT INTERNATIONAL EQUITY INDEX PO TFOLIO
 Class IB Dec. 31, 1998             $ 10.00       $ 0.08       $  1.92        $  2.00      $ (0.15)           -         -
 Class IB Dec. 31, 1997                   -            -             -              -            -            -         -
 Class IA Nov. 24-Dec. 31, 1998     $ 11.67       $ 0.03       $  0.31        $  0.34      $ (0.17)           -         -
 BT SMALL COMPANY INDEX PORTFOLIO
 Dec. 31, 1998                      $ 10.00       $ 0.07       $ (0.30)       $ (0.23)     $ (0.07)           -    $(0.13)
 Dec. 31, 1997                            -            -             -              -            -            -         -
 JPM CORE BOND PORTFOLIO
 Dec. 31, 1998                      $ 10.00       $ 0.21       $  0.70        $  0.91      $ (0.21)     $ (0.01)   $(0.11)
 Dec. 31, 1997                            -            -             -              -            -            -          -
</TABLE>


<PAGE>

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



<TABLE>
<CAPTION>
                                    DISTRIBUTIONS        TOTAL         NET ASSET
                                    IN EXCESS OF    DIVIDENDS AND   VALUE, END OF
                                   REALIZED GAINS   DISTRIBUTIONS       PERIOD
                                  ---------------- --------------- ---------------
<S>                               <C>              <C>             <C>
 BT EQUITY 500 INDEX PORTFOLIO
 Dec. 31, 1998                              -          $ (0.06)        $ 12.45
 Dec. 31, 1997                              -                -               -
 BT INTERNATIONAL EQUITY INDEX PORTFOLIO
 Class IB Dec. 31, 1998                     -          $ (0.15)        $ 11.85
 Class IB Dec. 31, 1997                     -                -               -
 Class IA Nov. 24-Dec. 31, 1998             -          $ (0.17)        $ 11.84
 BT SMALL COMPANY INDEX PORTFOLIO
 Dec. 31, 1998                        $ (0.01)         $ (0.21)        $  9.56
 Dec. 31, 1997                              -                -               -
 JPM CORE BOND PORTFOLIO
 Dec. 31, 1998                        $ (0.01)         $ (0.34)        $ 10.57
 Dec. 31, 1997                              -                -               -



<CAPTION>
                                                                         RATIO OF
                                                                       EXPENSES TO
                                                     NET ASSETS,       AVERAGE NET
                                    TOTAL RETURN   END OF PERIOD       ASSETS AFTER
                                        (B)           (000'S)         WAIVERS (A)(C)
                                  --------------- --------------- ---------------------
<S>                               <C>             <C>             <C>
 BT EQUITY 500 INDEX PORTFOLIO
 Dec. 31, 1998                         25.14%         $224,247       0.55%
 Dec. 31, 1997                             -                 -          -
 BT INTERNATIONAL EQUITY INDEX PORTFOLIO
 Class IB Dec. 31, 1998                20.07%         $ 48,075       0.84%(1)
 Class IB Dec. 31, 1997                    -                 -          -
 Class IA Nov. 24-Dec. 31, 1998         2.94%(b)      $    735       0.59%(a)(1)
 BT SMALL COMPANY INDEX PORTFOLIO
 Dec. 31, 1998                         (2.27)%        $ 32,609       0.60%
 Dec. 31, 1997                             -                 -          -
 JPM CORE BOND PORTFOLIO
 Dec. 31, 1998                          9.02%         $103,326       0.80%
 Dec. 31, 1997                             -                 -          -
</TABLE>

<PAGE>

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


<TABLE>
<CAPTION>
                                                                   NET
                                                               REALIZED
                                                                  AND
                                                              UNREALIZED
                                                              GAIN (LOSS)                               DIVIDENDS
                                    NET ASSET                     ON                                       IN
                                     VALUE,                   INVESTMENTS                  DIVIDENDS    EXCESS OF    DISTRIBUTIONS
                                    BEGINNING        NET      AND FOREIGN    TOTAL FROM    FROM NET        NET           FROM
                                       OF       INVESTMENT     CURRENCY      INVESTMENT   INVESTMENT   INVESTMENT      REALIZED
                                     PERIOD       INCOME     TRANSACTIONS    OPERATIONS     INCOME       INCOME         GAINS
<S>                               <C>          <C>          <C>            <C>           <C>          <C>          <C>
 LAZARD LARGE CAP VALUE PORTFOLIO
 Dec. 31, 1998                      $ 10.00      $  0.06       $  1.94        $  2.00      $ (0.06)           -         -
 Dec. 31, 1997                                         -             -              -            -            -         -
 LAZARD SMALL CAP VALUE PORTFOLIO
 Dec. 31, 1998                      $ 10.00      $  0.02       $ (0.72)       $ (0.70)     $ (0.03)           -         -
 Dec. 31, 1997                            -            -             -              -            -            -         -
 MERRILL LYNCH BASIC VALUE EQUITY PORTFOLIO
 Dec. 31, 1998                      $ 11.58      $  0.12       $  1.21        $  1.33      $ (0.12)           -    $(0.43)
 Dec. 31, 1997                      $ 10.00      $  0.06       $  1.64        $  1.70      $ (0.06)           -    $(0.05)
 MERRILL LYNCH WORLD STRATEGY POR FOLIO
 Dec. 31, 1998                      $ 10.31      $  0.15       $  0.55        $  0.70      $ (0.04)     $ (0.04)        -
 Dec. 31, 1997                      $ 10.00      $  0.08       $  0.39        $  0.47      $ (0.05)           -       -
 MFS EMERGING GROWTH COMPANIES PO TFOLIO
 Class IB Dec. 31, 1998             $ 11.92      $ (0.03)      $  4.15        $  4.12            -            -         -
 Class IB Dec. 31, 1997             $ 10.00      $  0.02       $  2.21        $  2.23      $ (0.02)           -    $(0.18)
 Class IA Nov. 24-Dec. 31, 1998     $ 14.18            -       $  1.86        $  1.86            -            -         -
 MFS RESEARCH PORTFOLIO
 Dec. 31, 1998                      $ 11.48      $  0.04       $  2.73        $  2.77      $ (0.04)           -         -
 Dec. 31, 1997                      $ 10.00      $  0.02       $  1.58        $  1.60      $ (0.02)           -    $(0.01)
 MORGAN STANLEY EMERGING MARKETS  QUITY PORTFO IO
 Dec. 31, 1998                      $  7.96      $  0.03       $ (2.18)       $ (2.15)     $ (0.02)           -         -
 Dec. 31, 1997                      $ 10.00      $  0.04       $ (2.06)       $ (2.02)     $ (0.02)           -          -
</TABLE>


                                                 _____________ EQ Advisors Trust
<PAGE>

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


<TABLE>
<CAPTION>
                                    DISTRIBUTIONS        TOTAL         NET ASSET
                                    IN EXCESS OF    DIVIDENDS AND   VALUE, END OF
                                   REALIZED GAINS   DISTRIBUTIONS       PERIOD
                                  ---------------- --------------- ---------------
<S>                               <C>              <C>             <C>
 LAZARD LARGE CAP VALUE PORTFOLIO
 Dec. 31, 1998                              -          $ (0.06)        $ 11.94
 Dec. 31, 1997                              -                -               -
 LAZARD SMALL CAP VALUE PORTFOLIO
 Dec. 31, 1998                              -          $ (0.03)        $  9.27
 Dec. 31, 1997                              -                -               -
 MERRILL LYNCH BASIC VALUE EQUITY PORTFOLIO
 Dec. 31, 1998                              -          $ (0.55)        $ 12.36
 Dec. 31, 1997                        $ (0.01)         $ (0.12)        $ 11.58
 MERRILL LYNCH WORLD STRATEGY PORTFOLIO
 Dec. 31, 1998                              -          $ (0.08)        $ 10.93
 Dec. 31, 1997                        $ (0.11)         $ (0.16)        $ 10.31
 MFS EMERGING GROWTH COMPANIES PORTFOLIO
 Class IB Dec. 31, 1998                     -                -         $ 16.04
 Class IB Dec. 31, 1997               $ (0.11)         $ (0.31)        $ 11.92
 Class IA Nov. 24-Dec. 31, 1998             -                -         $ 16.04
 MFS RESEARCH PORTFOLIO
 Dec. 31, 1998                              -          $ (0.04)        $ 14.21
 Dec. 31, 1997                        $ (0.09)         $ (0.12)        $ 11.48
 MORGAN STANLEY EMERGING MARKETS EQUITY PORTFOLIO
 Dec. 31, 1998                              -          $ (0.02)        $  5.79
 Dec. 31, 1997                              -          $ (0.02)        $  7.96



<CAPTION>
                                                                         RATIO OF
                                                                       EXPENSES TO
                                                     NET ASSETS,       AVERAGE NET
                                    TOTAL RETURN   END OF PERIOD       ASSETS AFTER
                                        (B)           (000'S)         WAIVERS (A)(C)
                                  --------------- --------------- ---------------------
<S>                               <C>             <C>             <C>
 LAZARD LARGE CAP VALUE PORTFOLIO
 Dec. 31, 1998                          20.01%        $ 74,588             0.90%
 Dec. 31, 1997                              -                -                -
 LAZARD SMALL CAP VALUE PORTFOLIO
 Dec. 31, 1998                         ( 7.03)%       $ 51,046             1.20%
 Dec. 31, 1997                              -                -                -
 MERRILL LYNCH BASIC VALUE EQUITY PORTFOLIO
 Dec. 31, 1998                          11.59%        $174,104             0.85%
 Dec. 31, 1997                          16.99%        $ 49,495             0.85%
 MERRILL LYNCH WORLD STRATEGY PORTFOLIO
 Dec. 31, 1998                           6.81%        $ 30,631             1.20%
 Dec. 31, 1997                           4.70%        $ 18,210             1.20%
 MFS EMERGING GROWTH COMPANIES PORTFOLIO
 Class IB Dec. 31, 1998                 34.57%        $461,307             0.85%(1)
 Class IB Dec. 31, 1997                 22.42%        $ 99,317             0.85%(a)
 Class IA Nov. 24-Dec. 31, 1998         13.12%        $  5,978             0.60%(a)(1)
 MFS RESEARCH PORTFOLIO
 Dec. 31, 1998                          24.11%        $407,619             0.85%
 Dec. 31, 1997                          16.07%        $114,754             0.85%
 MORGAN STANLEY EMERGING MARKETS EQUITY PORTFOLIO
 Dec. 31, 1998                         (27.10)%       $ 41,359             1.81%
 Dec. 31, 1997                         (20.16)%       $ 21,433             1.75%
</TABLE>

<PAGE>

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


<TABLE>
<CAPTION>
                                                                 RATIO OF NET             RATIO OF NET
                                    RATIO OF EXPENSES TO    INVESTMENT INCOME TO     INVESTMENT INCOME TO
                                     AVERAGE NET ASSETS      AVERAGE NET ASSETS       AVERAGE NET ASSETS       PORTFOLIO
                                   BEFORE WAIVERS (A)(C)    AFTER WAIVERS (A)(C)    BEFORE WAIVERS (A)(C)   TURNOVER RATE
<S>                               <C>                     <C>                      <C>                     <C>
 **BT EQUITY 500 INDEX PORTFOLIO
 Dec. 31, 1998                             0.83%                     1.22%                   0.94%                 2%
 Dec. 31, 1997                                -                         -                       -                -
 **BT INTERNATIONAL EQUITY INDEX PORTFOLIO
 Class IB Dec. 31, 1998                 1.49%(1)                     1.11%(1)                0.46%(1)              3%
 Class IB Dec. 31, 1997                    -                            -                       -                  -
 Class IA Nov. 24-Dec. 31, 1998      1.24%(a)(1)                     1.36%(a)(1)             0.71%(a)(1)           3%
 **BT SMALL COMPANY INDEX PORTFOLIO
 Dec. 31, 1998                       1.81%                           1.18%                  (0.03)%               35%
 Dec. 31, 1997                          -                               -                       -                  -
 **JPM CORE BOND PORTFOLIO
 Dec. 31, 1998                       1.03%                           4.95%                   4.72%               428%
 Dec. 31, 1997                          -                               -                       -                  -
 **LAZARD LARGE CAP VALUE PORTFOLIO
 Dec. 31, 1998                       1.20%                           1.19%                   0.89%                37%
 Dec. 31, 1997                          -                               -                       -                  -
 **LAZARD SMALL CAP VALUE PORTFOLIO
 Dec. 31, 1998                       1.54%                           0.52%                   0.18%                21%
 Dec. 31, 1997                          -                               -                       -                  -
 MERRILL LYNCH BASIC VALUE EQUITY PORTFOLIO
 Dec. 31, 1998                       1.06%                           1.41%                   1.20%                83%
 Dec. 31, 1997                       1.89%                           1.91%                   0.87%                25%
 MERRILL LYNCH WORLD STRATEGY PORTFOLIO
 Dec. 31, 1998                       1.61%                           1.63%                   1.22%               115%
 Dec. 31, 1997                       3.05%                           1.89%                   0.04%                58%
 MFS EMERGING GROWTH COMPANIES PORTFOLIO
 Class IB Dec. 31, 1998              1.04%(1)                       (0.30)%(1)              (0.49)%(1)            79%
 Class IB Dec. 31, 1997              1.82%(a)                        0.61%(a)               (0.36)%(a)           116%
 Class IA Nov. 24-Dec. 31, 1998      0.79%(a)(1)                    (0.05)%(a)(1)           (0.24)%(a)(1)         79%
 MFS RESEARCH PORTFOLIO
 Dec. 31, 1998                       1.05%                           0.44%                   0.24%                73%
 Dec. 31, 1997                       1.78%                           0.65%                  (0.28)%               51%
 *MORGAN STANLEY EMERGING MARKETS EQUITY PORTFOLIO
 Dec. 31, 1998                       2.63%                           0.73%                  (0.09)%              114%
 Dec. 31, 1997                       2.61%                           1.96%                   1.10%                25%
</TABLE>

*     The Morgan Stanley Emerging Markets Equity Portfolio commenced operations
      on August 20, 1997.

**    Commencement of operations for the Lazard Large Cap Value Portfolio,
      Lazard Small Cap Value Portfolio, JPM Core Bond Portfolio, BT Small
      Company Index Portfolio, BT International Equity Index Portfolio and BT
      Equity 500 Index Portfolio was January 1, 1998. No financial highlights
      are presented for EQ/Evergreen Foundation Portfolio, EQ/Evergreen
      Portfolio and MFS Growth with Income Portfolio, each of which received
      initial capital on December 31, 1998. In addition no financial highlights
      are presented for Capital Guardian International, Capital Guardian
      Research Portfolio, Capital Guardian U.S. Equity Portfolio or EQ/Alliance
      Premier Growth Portfolio, each of which received initial capital on April
      30, 1999.


                                               ______________  EQ Advisors Trust
<PAGE>

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

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

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

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

<PAGE>


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

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

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 (other than the EQ/Alliance Premier Growth Portfolio) for the past five
(5) years (or, if shorter, the period of the Portfolio's operations). The
financial information relating to both the Class IA shares and the Class IB
shares for those 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 18, 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>

                                          _________________    EQ Advisors Trust
<PAGE>

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

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>

<PAGE>

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

ALLIANCE HIGH YIELD PORTFOLIO:


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



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



                                              _____________    EQ Advisors Trust
<PAGE>

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

ALLIANCE MONEY MARKET PORTFOLIO:




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



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


<PAGE>

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

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>



                                               _______________ EQ Advisors Trust
<PAGE>

- --------
  106
- --------------------------------------------------------------------------------

- ----------

(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 Growth and Income, Alliance International and Alliance Small Cap
     Growth Portfolios-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.

<PAGE>

- ----------------
  107
- --------------------------------------------------------------------------------

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

 ANNUAL REPORTS

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

 STATEMENT OF ADDITIONAL INFORMATION (SAI)

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

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

 Investment Company Act File Number: 811-07953



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