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


EQ ADVISORS TRUST

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This Prospectus describes the three (3) 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.




                        Global/International Portfolio
                         ------------------------------

                                Alliance Global*





                          Asset Allocation Portfolios
                          ---------------------------

                        Alliance Conservative Investors*
                          Alliance Growth Investors*









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

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

Version Members Supp

<PAGE>

OVERVIEW

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EQ ADVISORS TRUST

This Prospectus tells you about the three (3) 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>

OVERVIEW

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

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 2
 ABOUT THE INVESTMENT PORTFOLIOS                     10
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    GLOBAL/INTERNATIONAL PORTFOLIO                   12
       Alliance Global Portfolio                     12
    ASSET ALLOCATION PORTFOLIOS                      15
       Alliance Conservative Investors Portfolio     16
       Alliance Growth Investors Portfolio           19

- -------------------------------------------------------
 3
 MORE INFORMATION ON PRINCIPAL RISKS                 22
- -------------------------------------------------------

- -------------------------------------------------------
 4
 MANAGEMENT OF THE TRUST                             28
- -------------------------------------------------------
    The Trust                                        28
    The Manager                                      28
    The Advisers                                     29
    The Administrator                                29
    The Transfer Agent                               30
    Brokerage Practices                              30
    Brokerage Transactions with Affiliates           30

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 5
 FUND DISTRIBUTION ARRANGEMENTS                      31
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 6
 PURCHASE AND REDEMPTION                             32
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 7
 HOW ASSETS ARE VALUED                               33
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 8
 TAX INFORMATION                                     34
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- -------------------------------------------------------
 9
 FINANCIAL HIGHLIGHTS                                35
- -------------------------------------------------------

<PAGE>



TABLE OF CONTENTS

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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 three (3) 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 22.



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



</TABLE>

<PAGE>


SUMMARY INFORMATION CONCERNING EQ ADVISORS TRUST

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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>


SUMMARY INFORMATION CONCERNING EQ ADVISORS TRUST

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<TABLE>
<CAPTION>
EQ ADVISORS TRUST ASSET ALLOCATION PORTFOLIOS
PORTFOLIO                                           INVESTMENT OBJECTIVE(S)
<S>                                                 <C>
ALLIANCE CONSERVATIVE INVESTORS                     Seeks to achieve a high total return without, in the opinion
                                                    of the Adviser, undue risk to principal

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


</TABLE>

<PAGE>

SUMMARY INFORMATION CONCERNING EQ ADVISORS TRUST

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<TABLE>
<CAPTION>
PRINCIPAL INVESTMENT STRATEGIES                                    PRINCIPAL RISKS
<S>                                                                <C>
Investment grade debt securities and equity securities of          General investment, asset allocation, fixed income,
U.S. and foreign issuers, derivatives, and securities lending      derivatives, convertible securities, liquidity, leveraging,
                                                                   securities lending, and foreign securities risks

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

</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.

<PAGE>

ABOUT THE INVESTMENT PORTFOLIOS

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

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

THE 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 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.


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

<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIO

ALLIANCE GLOBAL PORTFOLIO

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ALLIANCE GLOBAL PORTFOLIO

INVESTMENT OBJECTIVE: Seeks long-term growth of capital.

THE INVESTMENT STRATEGY

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

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

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

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

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

THE PRINCIPAL RISKS

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


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

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

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

<PAGE>


ALLIANCE GLOBAL PORTFOLIO

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

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

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

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

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

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

PORTFOLIO PERFORMANCE

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

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

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


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

<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIO (CONTINUED)

ALLIANCE GLOBAL PORTFOLIO

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                   CALENDAR YEAR ANNUAL TOTAL RETURN

[GRAPHIC OMITTED]


 1989    1990    1991    1992   1993   1994   1995   1996   1997   1998

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


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


<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.

<PAGE>

ASSET ALLOCATION PORTFOLIOS

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

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

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

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

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

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

<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)

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ALLIANCE CONSERVATIVE INVESTORS PORTFOLIO

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

THE INVESTMENT STRATEGY

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

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

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

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

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

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

THE PRINCIPAL RISKS

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


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

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


<PAGE>

ALLIANCE CONSERVATIVE INVESTORS PORTFOLIO

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

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

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

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

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

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

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

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

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

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

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


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

<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)

- ----------
   18
- --------------------------------------------------------------------------------

PORTFOLIO PERFORMANCE

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

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

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


CALENDAR YEAR ANNUAL TOTAL RETURN

[GRAPHIC OMITTED]


  1990    1991    1992    1993    1994   1995   1996   1997     1998

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



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


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
                                                            SINCE
                              ONE YEAR     FIVE YEARS     INCEPTION
<S>                            <C>          <C>            <C>
  Alliance Conservative
    Investors Portfolio -
    Class IA Shares            13.88%        9.40%          9.99%
  70% Lehman Treasury/30%
    S&P 500 Index*             15.59%       13.37%         12.08%
  S&P 500 Index*               28.58%       24.06%         17.62%
  Lipper Flexible Portfolio
    Average                    14.20%       14.31%         12.55%
</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>

ALLIANCE GROWTH INVESTORS PORTFOLIO

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

ALLIANCE GROWTH INVESTORS PORTFOLIO

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

THE INVESTMENT STRATEGY

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

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

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

THE PRINCIPAL RISKS

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


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

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

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

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


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

<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)

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

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

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

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

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

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

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

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

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

PORTFOLIO PERFORMANCE

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

<PAGE>

ALLIANCE GROWTH INVESTORS PORTFOLIO

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

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

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

                   CALENDAR YEAR ANNUAL TOTAL RETURN

[GRAPHIC OMITTED]


  1990    1991    1992    1993    1994    1995    1996    1997     1998

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


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


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
                                                            SINCE
                              ONE YEAR     FIVE YEARS     INCEPTION
<S>                            <C>          <C>            <C>
  Alliance Growth Investors
    Portfolio - Class IA
    Shares                     19.13%       13.92%         16.09%
  70% S&P 500 Index/30%
    Lehman Gov't/Corp.*        22.85%       19.96%         15.55%
  S&P 500 Index*               28.58%       24.06%         17.62%
  Lipper Flexible Portfolio
    Average*                   14.20%       14.31%         12.55%
</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.

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

<PAGE>

3

MORE INFORMATION ON PRINCIPAL RISKS

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

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>


MORE INFORMATION ON PRINCIPAL RISKS

- ----------
  23
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In many countries outside the United States the Year 2000 Problem has not been
adequately addressed and concerns have been raised that capital flight, among
other issues, may be triggered by full disclosure of the Year 2000 Problem on
countries outside the United States. Additional information on the impact of the
Year 2000 Problem on emerging market countries is provided in this section,
under "FOREIGN SECURITIES RISKS-EMERGING MARKET RISK."

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

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

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

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

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

    Credit risk is particularly significant for the Portfolios, such as the
    Alliance Growth Investors Portfolio that invest a material portion of its
    assets in "junk bonds" or lower-rated securities (i.e., rated BB or lower by
    S&P or an equivalent rating by any other NRSRO or unrated securities of
    similar quality). These debt securities and similar unrated securities have
    speculative elements or are predominantly speculative. A Portfolio such as
    the Alliance Growth Investors 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


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

<PAGE>

MORE INFORMATION ON PRINCIPAL RISKS

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

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

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

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

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

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

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

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

<PAGE>

MORE INFORMATION ON PRINCIPAL RISKS

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

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

    The YEAR 2000 PROBLEM may also be especially acute in emerging market
    countries. Many emerging market countries are currently lagging behind more
    developed countries in their Year 2000 preparedness because they lack the
    financial resources to undertake the necessary remedial actions. A lack of
    Year 2000 preparedness may adversely affect the health, security and
    economic well-being of emerging market countries and could, obviously,
    adversely affect the value of a Portfolio's investments in emerging market
    countries. More information on the Year 2000 Problem is provided in this
    section, under "GENERAL INVESTMENT RISKS-YEAR 2000 RISK."

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

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


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

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

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


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

<PAGE>

MORE INFORMATION ON PRINCIPAL RISKS

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

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

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

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

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

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

VALUE INVESTING RISK: Value investing attempts to identify strong companies
selling at a discount from their perceived true worth. Advisers using this
approach generally select

<PAGE>

MORE INFORMATION ON PRINCIPAL RISKS

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

stocks at prices, in their view, that are temporarily low relative to the
company's earnings, assets, cash flow and dividends. Value investing is subject
to the risk that the stocks' intrinsic value may never be fully recognized or
realized by the market, or their prices may go down. In addition, there is the
risk that a stock judged to be undervalued may actually be appropriately priced.
Value investing generally emphasizes companies that, considering their assets
and earnings history, are attractively priced and may provide dividend income.

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


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

<PAGE>

4

MANAGEMENT OF THE TRUST

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

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>

MANAGEMENT OF THE TRUST

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

 The three (3) 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 Conservative Investors(1)           0.48%
 Alliance Global(1)                           0.64%
 Alliance Growth Investors(1)                 0.51%

(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 computed at the annual rate of .0525% of 1% of the Portfolio's
total assets plus $25,000.


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

<PAGE>

MANAGEMENT OF THE TRUST

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

THE TRANSFER AGENT

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


BROKERAGE PRACTICES

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


BROKERAGE TRANSACTIONS WITH AFFILIATES

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

<PAGE>

5

FUND DISTRIBUTION ARRANGEMENTS

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

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

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

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

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

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, which mature in 60 days or
    less are valued at amortized cost, which approximates market value.

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

<PAGE>

8

TAX INFORMATION

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

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)

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

The financial highlights tables below are intended to help you understand the
financial performance for three (3) 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 three (3) 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 CONSERVATIVE INVESTORS PORTFOLIO:



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



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

<PAGE>

FINANCIAL HIGHLIGHTS

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

ALLIANCE GLOBAL PORTFOLIO:


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



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

<PAGE>

FINANCIAL HIGHLIGHTS

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

ALLIANCE GROWTH INVESTORS PORTFOLIO:



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



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

- ----------

(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 Global Portfolio-August 27, 1987
      Alliance Conservative Investors Portfolio-October 2, 1989
      Alliance Growth Investors Portfolio-October 2, 1989

      Class IB:
      Alliance Global and Alliance Growth Investors Portfolios-October 2, 1996.
      Alliance Conservative Investors Portfolio-May 1, 1997.

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

(d)   Annualized.


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

<PAGE>

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

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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