EQ ADVISORS TRUST
497, 1999-09-07
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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 six (6) Portfolios offered by EQ Advisors Trust
that you can choose as investment alternatives. Each Portfolio has its own
investment objective and strategies that are designed to meet different
investment goals. This Prospectus contains information you should know before
investing. Please read this Prospectus carefully before investing and keep it
for future reference. The Portfolios followed by an asterisk (*) below will not
be available for investment until October 1, 1999.


       FIXED INCOME PORTFOLIOS          GLOBAL/INTERNATIONAL PORTFOLIO
       -----------------------          ------------------------------

         Alliance High Yield*                  Alliance Global*
        Alliance Money Market*




      DOMESTIC EQUITY PORTFOLIO           AGGRESSIVE EQUITY PORTFOLIO
      -------------------------           ---------------------------

        Alliance Common Stock*            Alliance Aggressive Stock*




                         ASSET ALLOCATION PORTFOLIO
                         --------------------------

                             Alliance Balanced*






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



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

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

Version ARM-AF Supp

<PAGE>

Overview



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       2
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 EQ ADVISORS TRUST

 This Prospectus tells you about the six (6) current Portfolios of the EQ
 Advisors Trust ("Trust") and the Class IA shares offered by the Trust on
 behalf of each Portfolio. The Trust is an open-end management investment
 company. Each Portfolio is a separate series of the Trust with its own
 investment objective, investment strategies and risks, which are described in
 this Prospectus. Each of the current Portfolios of the Trust is diversified
 for purposes of the Investment Company Act of 1940, as amended ("1940 Act").

 The Trust's shares are currently sold only to insurance company separate
 accounts in connection with variable life insurance contracts and variable
 annuity certificates and contracts (the "Contract" or collectively, the
 "Contracts") issued by The Equitable Life Assurance Society of the United
 States ("Equitable") and Equitable of Colorado, Inc. ("EOC"), as well as
 insurance companies that are not affiliated with Equitable of EOC
 ("non-affiliated insurance companies") and to The Equitable Investment Plan
 for Employees, Managers and Agents ("Equitable Plan"). The prospectus is
 designed to help you make informed decisions about the Portfolios that are
 available under your Contract or under the Equitable Plan. You will find
 information about your Contract and how it works in the accompanying
 prospectus for the Contracts if you are a Contractholder or participant under
 a Contract.

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

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

 Each of the Portfolios has its own investment adviser ("Adviser"). Information
 about the Adviser for each Portfolio is contained in the description
 concerning that Portfolio in the section entitled "About the Investment
 Portfolios." The Manager has the ultimate responsibility to oversee each of
 the Advisers and to recommend their hiring, termination and replacement.
 Subject to approval by the Board of Trustees, the Manager has been granted
 relief by the Securities and Exchange Commission ("SEC") ("Multi-Manager
 Order") that enables the Manager without obtaining shareholder approval to:
 (i) select Advisers for each of the Trust's Portfolios; (ii) enter into and
 materially modify existing investment advisory agreements; and (iii) terminate
 and replace the Advisers.

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



<PAGE>

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


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

<PAGE>

Table of contents



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 1

- -------------------------------------------------
 SUMMARY INFORMATION CONCERNING EQ
    ADVISORS TRUST                              6
- -------------------------------------------------
 2

- -------------------------------------------------
 ABOUT THE INVESTMENT PORTFOLIOS               16
- -------------------------------------------------
    FIXED INCOME PORTFOLIOS                    18
       Alliance High Yield Portfolio           18
       Alliance Money Market Portfolio         21
    DOMESTIC EQUITY PORTFOLIO                  24
       Alliance Common Stock Portfolio         24
    GLOBAL/INTERNATIONAL PORTFOLIO             27
       Alliance Global Portfolio               27
    AGGRESSIVE EQUITY PORTFOLIO                30
       Alliance Aggressive Stock Portfolio     30
    ASSET ALLOCATION PORTFOLIO                 33
       Alliance Balanced Portfolio             34
 3

- -------------------------------------------------
 MORE INFORMATION ON PRINCIPAL RISKS           37
- -------------------------------------------------
 4

- -------------------------------------------------
 MANAGEMENT OF THE TRUST                       43
- -------------------------------------------------
    The Trust                                  43
    The Manager                                43
    The Advisers                               44
    The Administrator                          44
    The Transfer Agent                         45
    Brokerage Practices                        45
    Brokerage Transactions with Affiliates     45
- -------------------------------------------------

 5

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 FUND DISTRIBUTION ARRANGEMENTS                46
- -------------------------------------------------
 6

- -------------------------------------------------
 PURCHASE AND REDEMPTION                       47
- -------------------------------------------------
 7

- -------------------------------------------------
 HOW ASSETS ARE VALUED                         48
- -------------------------------------------------
 8

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 TAX INFORMATION                               49
- -------------------------------------------------
 9

- -------------------------------------------------
 FINANCIAL HIGHLIGHTS                          50
- -------------------------------------------------


<PAGE>


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                           (Intentionally Left Blank)










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





<PAGE>

1


Summary information concerning
EQ Advisors Trust


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The following chart highlights the six (6) Portfolios described in this
Prospectus that you can choose as investment alternatives under your Contracts
offered by Equitable or EOC and non-affiliated insurance companies. The chart
and accompanying information identify each Portfolio's investment objective(s),
principal investment strategies, and principal risks. "More Information on
Principal Risks", which more fully describes each of the principal risks, is
provided beginning on page 29.



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


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

<PAGE>

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<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
EQ ADVISORS TRUST DOMESTIC EQUITY PORTFOLIO

- ------------------------------------------------------------------------------
PORTFOLIO                 INVESTMENT OBJECTIVE(S)
- ------------------------------------------------------------------------------
<S>                      <C>
ALLIANCE COMMON STOCK     Seeks to achieve long-term growth of its capital and
                          increased income
- ------------------------------------------------------------------------------

</TABLE>



<PAGE>

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



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


<PAGE>

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 10
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<TABLE>
<CAPTION>
- -----------------------------------------------------
EQ ADVISORS TRUST GLOBAL/INTERNATIONAL PORTFOLIO

- -----------------------------------------------------
PORTFOLIO           INVESTMENT OBJECTIVE(S)
- -----------------------------------------------------
<S>                <C>
ALLIANCE GLOBAL     Seeks long-term growth of capital
- -----------------------------------------------------


</TABLE>




<PAGE>

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






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


<PAGE>

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  12
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
EQ ADVISORS TRUST AGGRESSIVE EQUITY PORTFOLIO

- --------------------------------------------------------------------------
PORTFOLIO                     INVESTMENT OBJECTIVE(S)
- --------------------------------------------------------------------------
<S>                          <C>
ALLIANCE AGGRESSIVE STOCK     Seeks to achieve long-term growth of capital
- --------------------------------------------------------------------------
</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 and
companies in cyclical industries, companies whose          foreign securities risks
securities are temporarily undervalued, companies in
special situations (e.g., change in management, new
products or changes in customer demand) and less widely
known companies)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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



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<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
EQ ADVISORS TRUST ASSET ALLOCATION PORTFOLIO

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




<PAGE>

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



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

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

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

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

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

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

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


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

 <PAGE>

 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


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

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

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

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

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

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

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

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

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


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

 <PAGE>

 FIXED INCOME PORTFOLIOS (CONTINUED)






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

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

 PORTFOLIO PERFORMANCE

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

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

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


 CALENDAR YEAR ANNUAL TOTAL RETURN

 1989............. 5.1%
 1990.............-1.1%
 1991.............24.5%
 1992.............12.3%
 1993.............23.2%
 1994.............-2.8%
 1995.............19.9%
 1996.............23.0%
 1997.............18.5%
 1998.............-5.2%


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


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

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


 WHO MANAGES THE PORTFOLIO

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

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


 <PAGE>

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

 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


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

<PAGE>

FIXED INCOME PORTFOLIOS (CONTINUED)



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

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

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

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

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

 PORTFOLIO PERFORMANCE

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

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

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


 CALENDAR YEAR ANNUAL TOTAL RETURN

 1989....................9.2%
 1990....................8.2%
 1991....................6.2%
 1992....................3.6%
 1993....................3.0%
 1994....................4.0%
 1995....................5.7%
 1996....................5.3%
 1997....................5.4%
 1998....................5.3%


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

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


 <TABLE>
 <CAPTION>
 -------------------------------------------------------------------------------
 AVERAGE ANNUAL TOTAL RETURNS
 -------------------------------------------------------------------------------
                                    ONE YEAR     FIVE YEARS     TEN YEARS
 -------------------------------------------------------------------------------
 <S>                                  <C>          <C>            <C>
 Alliance Money Market Portfolio
   - Class IA Shares                  5.34%        5.17%          5.58%
 -------------------------------------------------------------------------------
 3-Month Treasury Bill                5.05%        5.11%          5.44%
 -------------------------------------------------------------------------------
 Lipper Money Market Mutual
   Fund Average*                      4.84%        4.77%          5.20%
 -------------------------------------------------------------------------------
</TABLE>

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


<PAGE>

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

 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.


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

<PAGE>

DOMESTIC EQUITY PORTFOLIO

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

 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>

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

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

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

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

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

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

 PORTFOLIO PERFORMANCE

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

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

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


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

<PAGE>

DOMESTIC EQUITY PORTFOLIO (CONTINUED)

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


 CALENDAR YEAR ANNUAL TOTAL RETURN

 1989..................... 25.6%
 1990..................... -8.1%
 1991.....................40.00%
 1992.....................  3.2%
 1993..................... 24.8%
 1994..................... -2.1%
 1995..................... 32.5%
 1996.....................24.30%
 1997..................... 29.4%
 1998..................... 29.4%

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



 <TABLE>
 <CAPTION>
 -------------------------------------------------------------------------------
 AVERAGE ANNUAL TOTAL RETURNS
 -------------------------------------------------------------------------------
                                      ONE YEAR     FIVE YEARS     TEN YEARS
 -------------------------------------------------------------------------------
 <S>                                   <C>            <C>           <C>
 Alliance Common Stock Portfolio
   - Class IA Shares                   29.39%         21.95%        18.65%
 -------------------------------------------------------------------------------
 S&P 500 Index*                        28.58%         24.06%        19.21%
 -------------------------------------------------------------------------------
 Lipper Growth Equity Mutual
   Funds Average*                      22.86%         18.63%        16.72%
 -------------------------------------------------------------------------------
 </TABLE>

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


 WHO MANAGES THE PORTFOLIO

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

 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>

 GLOBAL/INTERNATIONAL PORTFOLIO

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

 ALLIANCE GLOBAL PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks long-term growth of capital.

 THE INVESTMENT STRATEGY

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

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

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

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

 When market or financial conditions warrant, the Portfolio may at times invest
 substantially all of its assets in securities issued by U.S. companies or in
 cash or cash equivalents, including money market instruments issued by foreign
 entities for temporary or defensive purposes. Such investment strategies could
 result in the Portfolio not achieving its investment objective.

 THE PRINCIPAL RISKS

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

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

       EMERGING MARKET RISK: There are greater risks involved in investing in
       emerging markets countries and/or their securities markets, such as less
       diverse and less mature economic structures, less stable political
       systems, more restrictive foreign investment policies, smaller-sized
       securities markets and low trading volumes. Such risks can make
       investments illiquid and more volatile than investments in developed
       countries and such securities may be subject to abrupt and severe price
       declines.

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


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

<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIO (CONTINUED)

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

       states. The Euro may result in various legal and accounting differences,
       tax treatments, the creation and implementation of suitable clearing and
       settlement systems and other operational problems, that may cause market
       disruptions that could adversely affect investments quoted in the Euro.

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

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

 DERIVATIVES RISK: The Portfolio's investments in derivatives can significantly
 increase the Portfolio's exposure to market risk or credit risk of the
 counterparty. Derivatives also involve the risk of mispricing or improper
 valuation and the risk that changes in value of the derivative may not
 correlate perfectly with the relevant assets, rates and indices. Leveraging
 Risk. When the Portfolio is borrowing money or otherwise leveraging its
 portfolio, the value of an investment in the Portfolio will be more volatile
 and all other risk will tend to be compounded.

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

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

 PORTFOLIO PERFORMANCE

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

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

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


<PAGE>

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


 CALENDAR YEAR ANNUAL TOTAL RETURN

 1989....................26.7%
 1990....................-6.1%
 1991....................30.5%
 1992....................-0.5%
 1993....................32.1%
 1994.................... 5.2%
 1995....................18.8%
 1996....................14.6%
 1997....................11.7%
 1998....................21.8%

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

 <TABLE>
 <CAPTION>
 -------------------------------------------------------------------------------
 AVERAGE ANNUAL TOTAL RETURNS
 -------------------------------------------------------------------------------
                                  ONE YEAR     FIVE YEARS     TEN YEARS
 -------------------------------------------------------------------------------
 <S>                               <C>           <C>            <C>
 Alliance Global Portfolio -
   Class IA Shares                 21.80%        14.28%         14.81%
 -------------------------------------------------------------------------------
 MSCI World Index*                 24.34%        15.68%         10.66%
 -------------------------------------------------------------------------------
 Lipper Global Mutual Funds
   Average*                        14.34%        11.98%         11.21%
 -------------------------------------------------------------------------------
 </TABLE>
 * For more information on this index, see the preceding section "The
   Benchmarks."

 WHO MANAGES THE PORTFOLIO

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

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


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

<PAGE>

AGGRESSIVE EQUITY PORTFOLIO


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

 ALLIANCE AGGRESSIVE STOCK PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

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

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

 THE PRINCIPAL RISKS

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

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

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

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

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



 <PAGE>



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

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

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

 PORTFOLIO PERFORMANCE

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

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

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


 CALENDAR YEAR ANNUAL TOTAL RETURN


 1989.......................43.5%
 1990....................... 8.2%
 1991.......................86.9%
 1992.......................-3.2%
 1993.......................16.8%
 1994.......................-3.8%
 1995.......................31.6%
 1996.......................22.2%
 1997.......................10.9%
 1998....................... 0.3%


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


 <TABLE>
 <CAPTION>
 -------------------------------------------------------------------------------
 AVERAGE ANNUAL TOTAL RETURNS
 -------------------------------------------------------------------------------
                                    ONE YEAR     FIVE YEARS     TEN YEARS
 -------------------------------------------------------------------------------
 <S>                                  <C>          <C>            <C>
 Alliance Aggressive Stock
   Portfolio - Class IA Shares        0.29%        11.47%         18.90%
 -------------------------------------------------------------------------------
 50% S&P 400 MidCap
   Index/50% Russell 2000*            8.28%        15.56%         16.49%
 -------------------------------------------------------------------------------
 S&P 400 MidCap Index*               19.11%        18.84%         19.29%
 -------------------------------------------------------------------------------
 Lipper MidCap Growth Funds
   Average*                          12.16%        14.87%         15.44%
 -------------------------------------------------------------------------------
 </TABLE>

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


 WHO MANAGES THE PORTFOLIO

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


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

<PAGE>

 AGGRESSIVE EQUITY PORTFOLIO (CONTINUED)


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

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

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


 <PAGE>

 ASSET ALLOCATION PORTFOLIO

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

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

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

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

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

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

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

 <PAGE>

  ASSET ALLOCATION PORTFOLIO (CONTINUED)


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

 ALLIANCE BALANCED PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

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

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

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


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

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

 THE PRINCIPAL RISKS

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

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

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


 <PAGE>

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

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

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

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

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

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

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

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

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

 PORTFOLIO PERFORMANCE

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

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


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

 <PAGE>

 ASSET ALLOCATION PORTFOLIO (CONTINUED)


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

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

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

 <TABLE>
 <CAPTION>
 CALENDAR YEAR ANNUAL TOTAL RETURN
 <S>                      <C>
 1989.....................25.8%
 1990..................... 0.3%
 1991.....................41.3%
 1992.....................-2.8%
 1993.....................12.3%
 1994.....................-8.0%
 1995.....................19.8%
 1996.....................11.70%
 1997.....................15.1%
 1998.....................18.1%

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

 <TABLE>
 <CAPTION>
 -------------------------------------------------------------------------------
 AVERAGE ANNUAL TOTAL RETURNS
 -------------------------------------------------------------------------------
                               ONE YEAR     FIVE YEARS     TEN YEARS
 -------------------------------------------------------------------------------
 <S>                             <C>          <C>            <C>
 Alliance Balanced Portfolio
   - Class IA Shares            18.11%       10.82%         12.51%
 -------------------------------------------------------------------------------
 50% S&P 500 Index/50%
   Lehman Gov't/Corp.*          19.02%       16.88%         15.21%
 -------------------------------------------------------------------------------
 S&P 500 Index*                 28.58%       24.06%         19.21%
 -------------------------------------------------------------------------------
 Lipper Balanced Mutual
   Funds Average                13.48%       13.84%         12.97%
 -------------------------------------------------------------------------------
 </TABLE>

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


 WHO MANAGES THE PORTFOLIO

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

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


 <PAGE>

 3
 More information on principal risks


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

 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>

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

 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 Alliance High Yield Portfolio,
  that invests 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. A Portfolio such as Alliance High Yield Portfolio may also be
  subject to greater credit risk because it may invest in debt securities issued
  in connection with corporate restructurings by highly leveraged issuers or in
  debt securities not current in the payment of interest or principal, or in
  default.

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


<PAGE>

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

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

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

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

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

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

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

  EMERGING MARKET RISK: There are greater risks involved in investing in
  emerging markets countries and/or their securities markets. Generally,
  economic structures in these countries are less diverse and mature than those
  in developed countries, and their


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

<PAGE>

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

  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.

 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



<PAGE>

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

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

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

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

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

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

 SECURITIES LENDING RISK: For purposes of realizing additional income, each
 Portfolio may lend securities to broker-dealers approved by the Board of
 Trustees. In addition, the Alliance High Yield Portfolio may make secured
 loans of its portfolio securities without restriction. Any such loan of
 portfolio securities will be continuously secured by collateral at least equal
 to the value of the security loaned. Such collateral will be in the form of
 cash, marketable securities issued or guaranteed by the U.S. Government or its
 agencies, or a standby letter of credit issued by qualified banks. The risks
 in lending portfolio securities, as with other extensions of secured credit,
 consist of possible delay in receiving additional collateral or in the
 recovery of the securities or possible loss of rights in the collateral should
 the borrower fail financially. Loans will only be made to firms deemed by the
 Adviser to be of good standing and will not be made unless, in the judgment of
 the Adviser, the consideration to be earned from such loans would justify the
 risk.

 SMALL-CAP AND MID-CAP COMPANY RISK: A Portfolio's investments in small-cap and
 mid-cap companies may involve greater risks than investments in larger, more
 established issuers. Smaller companies may have narrower 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


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

<PAGE>

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

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

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

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



 <PAGE>

 4
 Management of the Trust



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

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

 THE TRUST

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

 THE MANAGER

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

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

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


<PAGE>

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

 The six (6) 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.


 ANNUAL RATE OF MANAGEMENT FEES

 --------------------------------------------------------
 PORTFOLIOS                           ANNUAL RATE
 --------------------------------------------------------
 Alliance Aggressive Stock(1)            0.54%
 Alliance Balanced(1)                    0.41%
 Alliance Common Stock(1)                0.36%
 Alliance Global(1)                      0.64%
 Alliance High Yield(1)                  0.60%
 Alliance Money Market(1)                0.35%
 --------------------------------------------------------

 (1) The inception date for this Portfolio was April 30, 1999.

 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, 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


<PAGE>

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

 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.


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

<PAGE>

5
Fund distribution arrangements



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

 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



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

 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



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

 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



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

 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
Financial Highlights

The Hudson River Trust
December 31, 1998
SELECTED DATA FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH PERIOD(A)

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

The financial highlights tables below are intended to help you understand the
financial performance for six (6) of the Portfolios that are advised by
Alliance for the past five (5) years (or, if shorter, the period of the
Portfolio's operations). The financial information relating to both the Class
IA shares and the Class IB shares for those six (6) 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 shares and the Class IB shares of the
corresponding Portfolio of the Trust and the assets and liabilities of the
respective HRT Portfolio will be transferred to its corresponding Portfolio of
the Trust on or about October 1, 1999. These financial statements have been
audited by PricewaterhouseCoopers LLP, independent accountants.
PricewaterhouseCoopers LLP's report on HRT financial statements as of December
31, 1998 appears in HRT's Annual Report. The information should be read in
conjunction with the financial statements contained in HRT's Annual Report
which are incorporated by reference into the Trust's Statement of Additional
Information (SAI) and available upon request.

ALLIANCE AGGRESSIVE STOCK PORTFOLIO:



<TABLE>
<CAPTION>
                                                                                   CLASS IA
                                                  ---------------------------------------------------------------------------
                                                                            YEAR ENDED DECEMBER 31,
                                                  ---------------------------------------------------------------------------
                                                        1998           1997           1996           1995            1994
                                                  -------------- -------------- -------------- -------------- ---------------
<S>                                               <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period (b) ........   $    36.22      $   35.85      $   35.68      $   30.63       $   31.89
                                                    ----------      ---------      ---------      ---------       ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income .........................         0.09           0.04           0.09           0.10            0.04
  Net realized and unrealized gain (loss) on
   investments ..................................        (0.28)          3.71           7.52           9.54           (1.26)
                                                    ----------     ----------      ---------      ---------       ---------
  Total from investment operations ..............        (0.19)          3.75           7.61           9.64           (1.22)
                                                    ----------     ----------      ---------      ---------       ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income ..........        (0.16)         (0.05)         (0.09)         (0.10)         (0.04)
  Dividends in excess of net investment
   income .......................................            -              -          (0.00)             -              -
  Distributions from realized gains .............        (1.72)         (3.33)         (7.33)         (4.49)             -
  Distributions in excess of realized gains .....            -              -          (0.02)             -              -
  Tax return of capital distributions ...........            -              -              -              -          (0.00)
                                                    ----------     ----------     ----------     ----------      ---------
  Total dividends and distributions .............        (1.88)         (3.38)         (7.44)         (4.59)         (0.04)
                                                    ----------     ----------     ----------     ----------      ---------
Net asset value, end of period ..................   $    34.15      $   36.22      $   35.85      $   35.68       $   30.63
                                                    ==========     ==========     ==========     ==========      =========
Total return (c) ................................         0.29%         10.94%         22.20%         31.63%         (3.81)%
                                                    ==========     ==========     ==========     ==========      =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ...............   $4,346,907     $4,589,771     $3,865,256     $2,700,515      $1,832,164
Ratio of expenses to average net assets .........         0.56%          0.54%          0.48%          0.49%          0.49%
Ratio of net investment income (loss) to
  average net assets ............................         0.24%          0.11%          0.24%          0.28%          0.12%
Portfolio turnover rate .........................          105%           123%           108%           127%            92%



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


<PAGE>

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

ALLIANCE BALANCED PORTFOLIO:



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



<CAPTION>
                                                                          CLASS IA                CLASS IB
                                                               ------------------------------ ----------------
                                                                                                 JULY 8, 1998
                                                                  YEAR ENDED DECEMBER 31,            TO
                                                               ------------------------------   DECEMBER 31,
                                                                     1995            1994            1998
                                                               -------------- --------------- ----------------
<S>                                                            <C>            <C>             <C>
Net asset value, beginning of
  period (b) .................................................   $    14.87       $   16.67       $   19.48
                                                                 ----------       ---------       ---------
  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income ......................................         0.54            0.45            0.24
  Net realized and unrealized gain (loss) on investments and
   foreign currency transactions .............................         2.36           (1.78)           0.66
                                                                 ----------       ---------       ---------
  Total from investment operations ...........................         2.90           (1.33)           0.90
                                                                 ----------       ---------       ---------
  LESS DISTRIBUTIONS:
  Dividends from net investment income .......................        (0.54)         (0.44)           (0.20)
  Dividends in excess of net investment income ...............            -          (0.03)              -
  Distributions from realized gains ..........................        (0.47)             -            (1.67)
  Distributions in excess of realized gains ..................            -              -               -
  Tax return of capital distributions ........................            -          (0.00)              -
                                                                 ----------      ---------       ---------
  Total dividends and distributions ..........................        (1.01)         (0.47)          (1.87)
                                                                 ----------      ---------       ---------
Net asset value, end of period ...............................   $    16.76       $   14.87       $  18.51
                                                                 ==========      =========       =========
Total return (c) .............................................        19.75%         (8.02)%          4.92%
                                                                 ==========      =========       =========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) ............................   $1,523,142      $1,329,820      $      10
Ratio of expenses to average net assets ......................         0.40%          0.39%           0.70%(d)
Ratio of net investment income to average net assets .........         3.33%          2.87%           2.65%(d)
Portfolio turnover rate ......................................          186%           115%             95%
</TABLE>


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

<PAGE>

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

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>

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

ALLIANCE GLOBAL PORTFOLIO:



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



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



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

<PAGE>

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

ALLIANCE HIGH YIELD PORTFOLIO:



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



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


<PAGE>

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

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>

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

     Class IA:
     Alliance Common Stock Portfolio-June 16, 1975
     Alliance Money Market Portfolio-July 13, 1981
     Alliance Balanced Portfolio-January 27, 1986
     Alliance Aggressive Stock Portfolio-January 27, 1986
     Alliance High Yield Portfolio-January 2, 1987
     Alliance Global Portfolio-August 27, 1987

     Class IB:
     Alliance Money Market, Alliance High Yield, Alliance Common Stock,
     Alliance Global and Alliance Aggressive Stock Portfolios-October 2, 1996.
     Alliance Balanced Portfolio-July 8, 1998.

(c)  Total return is calculated assuming an initial investment made at
     the net asset value at the beginning of the period, reinvestment of
     all dividends and distributions at net asset value during the
     period, and redemption on the last day of the period. Total return
     calculated for a period of less than one year is not annualized.

(d)  Annualized.


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

<PAGE>

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

 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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