EQ ADVISORS TRUST
497, 1999-10-08
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                                               Filed Pursuant to Rule 497(c)
                                               Registration File No.: 333-17217



EQ Advisors Trust

PROSPECTUS DATED AUGUST 30, 1999


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This Prospectus describes the eight (8) Portfolios offered by EQ Advisors Trust
that you can choose as investment alternatives. Each Portfolio has its own
investment objective and strategies that are designed to meet different
investment goals. This Prospectus contains information you should know before
investing. Please read this Prospectus carefully before investing and keep it
for future reference. The Portfolios followed by an asterisk (*) below will not
be available for investment until October 18, 1999.


<TABLE>
<S>                                        <C>
        DOMESTIC EQUITY PORTFOLIOS             AGGRESSIVE EQUITY PORTFOLIO
- ----------------------------------------   ----------------------------------

           BT Equity 500 Index             Warburg Pincus Small Company Value
               MFS Research
       T. Rowe Price Equity Income



         GLOBAL/INTERNATIONAL PORTFOLIO       ASSET ALLOCATION PORTFOLIOS
- ----------------------------------------    --------------------------------
             Alliance Global*               Alliance Conservative Investors*
                                               Alliance Growth Investors*
                                              Merrill Lynch World Strategy

</TABLE>












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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 END


<PAGE>

Overview



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 EQ ADVISORS TRUST

 This Prospectus tells you about the eight (8) current Portfolios of the EQ
 Advisors Trust ("Trust") and the Class IA shares or Class IB shares offered by
 the Trust on behalf of each Portfolio. The Trust is an open-end management
 investment company. Each Portfolio is a separate series of the Trust with its
 own investment objective, investment strategies and risks, which are described
 in this Prospectus. Each of the current Portfolios of the Trust, except for
 the Merrill Lynch World Strategy Portfolio, is diversified for purposes of the
 Investment Company Act of 1940, as amended ("1940 Act").

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

 EQ Financial Consultants, Inc. ("EQFC") currently serves as the Manager of the
 Trust. In such capacity, EQFC currently has overall responsibility for the
 general management and administration of the Trust. The Board of Trustees of
 the Trust has approved a transfer to Equitable, the indirect corporate parent
 of EQFC, of the Trust's Investment Management Agreement with EQFC. This
 transfer is expected to be completed in September 1999. Upon completion of the
 transfer, Equitable will serve as the Manager of the Trust. However, until
 completion of the transfer, EQFC will continue to serve in that capacity.

 Each of the Portfolios has its own investment adviser ("Adviser"). Information
 about the 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 each 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.



<PAGE>

Table of contents



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<TABLE>
<S>                                                     <C>
 1

- ----------------------------------------------------------
 SUMMARY INFORMATION CONCERNING EQ
    ADVISORS TRUST                                       4
- ----------------------------------------------------------
 2

- ----------------------------------------------------------
 ABOUT THE INVESTMENT PORTFOLIOS                        12
- ----------------------------------------------------------
    DOMESTIC EQUITY PORTFOLIOS                          14
       BT Equity 500 Index Portfolio                    14
       MFS Research Portfolio                           16
       T. Rowe Price Equity Income Portfolio            19
    GLOBAL/INTERNATIONAL PORTFOLIO                      21
       Alliance Global Portfolio                        21
    AGGRESSIVE EQUITY PORTFOLIO                         24
       Warburg Pincus Small Company Value Portfolio     24
    ASSET ALLOCATION PORTFOLIOS                         26
       Alliance Conservative Investors Portfolio        27
       Alliance Growth Investors Portfolio              30
       Merrill Lynch World Strategy Portfolio           33
 3

- ----------------------------------------------------------
 MORE INFORMATION ON PRINCIPAL RISKS                    36
- ----------------------------------------------------------
 4

- ----------------------------------------------------------
 MANAGEMENT OF THE TRUST                                42
- ----------------------------------------------------------
    The Trust                                           42
    The Manager                                         42
    Expense Limitation Agreement                        43
    The Advisers                                        44
    The Administrator                                   44
    The Transfer Agent                                  45
    Brokerage Practices                                 45
    Brokerage Transactions with Affiliates              45
 5

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

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

- ----------------------------------------------------------
 HOW ASSETS ARE VALUED                                  48
- ----------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                     <C>
 8

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

- ----------------------------------------------------------
 PRIOR PERFORMANCE OF EACH ADVISER                      50
- ----------------------------------------------------------
 10

- ----------------------------------------------------------
 FINANCIAL HIGHLIGHTS                                   52
- ----------------------------------------------------------
</TABLE>


<PAGE>

1
Summary information concerning
EQ Advisors Trust


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The following chart highlights the eight (8) Portfolios described in this
Prospectus that you can choose as investment alternatives under your Contracts
offered by Equitable or EOC 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 36.



<TABLE>
<CAPTION>

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EQ ADVISORS TRUST DOMESTIC EQUITY PORTFOLIOS
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PORTFOLIO                       INVESTMENT OBJECTIVE(S)
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<S>                            <C>
BT EQUITY 500 INDEX             Seeks to replicate as closely as possible (before deduction
                                of Portfolio expenses) the total return of the S&P 500 Index
- --------------------------------------------------------------------------------------------
MFS RESEARCH                    Seeks to provide long-term growth of capital and future
                                income

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T. ROWE PRICE EQUITY INCOME     Seeks to provide substantial dividend income and also
                                capital appreciation by investing primarily in
                                dividend-paying common stocks of established companies
- --------------------------------------------------------------------------------------------
</TABLE>


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<TABLE>
<CAPTION>

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PRINCIPAL INVESTMENT STRATEGIES                              PRINCIPAL RISKS
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<S>                                                         <C>
Common stocks of companies in the S&P 500 Index              General investment, index-fund, and fixed income risks

- -------------------------------------------------------------------------------------------------------------------------
Common stock or securities convertible into common stock     General investment, mid-cap company, foreign securities,
of companies with better than average prospects for          fixed income, and growth investing risks
long-term growth
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Dividend-paying common stocks of established companies       General investment, value investing, foreign securities, and
                                                             fixed income risks
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


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<TABLE>
<CAPTION>

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



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</TABLE>



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<TABLE>
<CAPTION>

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PRINCIPAL INVESTMENT STRATEGIES                                PRINCIPAL RISKS
<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


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<TABLE>
<CAPTION>

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EQ ADVISORS TRUST AGGRESSIVE EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
PORTFOLIO                              INVESTMENT OBJECTIVE(S)
<S>                                   <C>
- --------------------------------------------------------------------------------
WARBURG PINCUS SMALL COMPANY VALUE     Seeks long-term capital appreciation

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</TABLE>


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<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGIES                   PRINCIPAL RISKS
<S>                                              <C>
- -----------------------------------------------------------------------------------------------------------
Equity securities of U.S. small cap companies     General investment, small-cap and mid-cap company,
                                                  portfolio turnover, foreign securities, fixed income, and
                                                  value investing risks

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


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

<PAGE>

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<TABLE>
<CAPTION>

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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

- -------------------------------------------------------------------------------------------------
MERRILL LYNCH WORLD STRATEGY        Seeks high total investment return by investing primarily in
                                    a portfolio of equity and fixed income securities, including
                                    convertible securities, of U.S. and foreign issuers

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


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




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


<PAGE>

2
About the investment portfolios



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

 Please note that:

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

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


 GENERAL INVESTMENT RISKS

 Each of the Portfolios is subject to the following risks:

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

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

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

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

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


 THE BENCHMARKS

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

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

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


<PAGE>

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

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

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


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


<PAGE>

DOMESTIC EQUITY PORTFOLIOS



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 BT EQUITY 500 INDEX PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

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

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

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

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

 THE PRINCIPAL RISKS

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


<PAGE>

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

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

 PORTFOLIO PERFORMANCE

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


<TABLE>
<CAPTION>

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

                               25.14%
                                1998

<S>                                  <C>

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


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

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

 WHO MANAGES THE PORTFOLIO

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


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


<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)




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 MFS RESEARCH PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

  o favorable prospects for long-term growth;

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

  o dominant or growing market share; and

  o superior management.

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

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

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

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

 THE PRINCIPAL RISKS

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

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

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

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


<PAGE>

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

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

 PORTFOLIO PERFORMANCE

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

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


                                   24.11%
                                    1998

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

<TABLE>
<CAPTION>

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

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

 WHO MANAGES THE PORTFOLIO

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

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


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


<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)





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

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



<PAGE>

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

 T. ROWE PRICE EQUITY INCOME PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks to provide substantial dividend income and also
 capital appreciation by investing primarily in dividend-paying common stocks
 of established companies.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in dividend-paying common stocks of
 established companies that have favorable prospects for increasing dividend
 income and capital appreciation. The Portfolio's yield as a result of that
 dividend income is expected to be significantly above the average yield of the
 companies of the S&P 500.

 The Adviser bases its investment decisions on three premises: (1) over time,
 dividend income can account for a significant portion of the Portfolio's
 return; (2) dividends are a more stable and predictable source of return; and
 (3) prices of stocks that pay a high current income level tend to be less
 volatile than those paying below average dividends.

 The Adviser uses a "value" approach in choosing securities. It looks for
 common stocks of companies that have:

 o established operating histories;

 o above-average dividend yields relative to the S&P 500;

 o low price to earnings ratios relative to the S&P 500;

 o sound balance sheets; and

 o low stock price relative to the company's asset value, earnings and cash
   flow.

   [sidebar]
   Equity income investing involves finding common stocks that pay dividend
   income. As an example, utility company stocks often provide dividend income
   while a shareholder waits for the stock price to move. Dividends can help
   reduce the Portfolio's volatility during turbulent markets and help offset
   losses when stock prices are falling.
   [end sidebar]

 The Portfolio may invest up to 25% of its total assets in foreign securities.
 These securities include non-dollar-denominated securities traded outside the
 United States and dollar-denominated securities such as American Depositary
 Receipts. The Portfolio may also purchase preferred stocks, convertible
 securities, warrants, U.S. Government securities, high-quality money market
 securities, as well as investment grade debt securities and high yielding debt
 securities ("junk bonds").

 When market or financial conditions warrant, the Portfolio may invest without
 limitation in high quality money market securities, and United States
 Government debt securities for temporary or defensive purposes. Such
 investment strategies are inconsistent with the Portfolio's investment
 objectives and could result in the Portfolio not achieving its investment
 objective.

 THE PRINCIPAL RISKS

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

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

 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


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


<PAGE>

DOMESTIC EQUITY PORTFOLIOS (CONTINUED)


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

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

 FIXED INCOME RISKS: To the extent that a substantial amount of the Portfolio's
 assets are invested in fixed income securities, that portion of the
 Portfolio's performance will be affected by changes in interest rates, the
 credit risk of the issuer, the duration or maturity of the Portfolio's fixed
 income holdings, and adverse market or economic conditions. When interest
 rates rise, the value of the Portfolio's fixed income securities, particularly
 those with longer durations or maturities, will go down. When interest rates
 fall, the reverse is true. In addition, to the extent that the Portfolio
 invests in investment grade securities which are rated BBB by S&P or an
 equivalent rating by any other NRSRO, it will be exposed to greater risk than
 higher-rated obligations because BBB rated investment grade securities are
 regarded as having only an adequate capacity to pay principal and interest,
 are considered to lack outstanding investment characteristics, and may be
 speculative. The risk that an issuer or guarantor of a fixed income security
 or counterparty to the Portfolio's fixed income transaction is unable to meets
 its financial obligations is particularly significant for this Portfolio
 because this Portfolio invests a portion of its assets in "junk bonds" (i.e.,
 securities rated below investment grade). Junk bonds are issued by companies
 with questionable credit strength and, consequently, are considered to be
 speculative in nature and may be subject to greater market fluctuations than
 investment grade fixed-income securities.

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

<TABLE>
<CAPTION>

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


                                    9.11%
                                    1988

<S>                                  <C>

 Best quarter:                       Worst quarter:
 11.16% (1998 4th Quarter)           (7.66)% (1998 3rd Quarter)
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                           SINCE
                                             ONE YEAR     INCEPTION
- --------------------------------------------------------------------------------
<S>                                        <C>          <C>
 T. Rowe Price Equity Income Portfolio         9.11%       18.73%
- --------------------------------------------------------------------------------
 S&P 500 Index*                               28.58%       31.63%
- --------------------------------------------------------------------------------
</TABLE>

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

 WHO MANAGES THE PORTFOLIO

 T. ROWE PRICE ASSOCIATES, INC. ("T. Rowe Price"), 100 East Pratt Street,
 Baltimore, MD 21202. T. Rowe Price has been the Adviser to the Portfolio since
 the Portfolio commenced operations. T. Rowe Price serves as investment manager
 to a variety of individual and institutional investor accounts, including
 limited partnerships and other mutual funds.

 Investment decisions with respect to the Portfolio are made by an Investment
 Advisory Committee. BRIAN C. ROGERS has been the Committee Chairman since the
 inception of the Portfolio and has day-to-day responsibility for managing the
 Portfolio. Mr. Rogers joined T. Rowe Price in 1982 and has been managing
 investments since 1983.


<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIO



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

 ALLIANCE GLOBAL PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks long-term growth of capital.

 THE INVESTMENT STRATEGY

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

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

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

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

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

 THE PRINCIPAL RISKS

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

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

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

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


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


<PAGE>

GLOBAL/INTERNATIONAL PORTFOLIO (CONTINUED)




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

       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 18, 1999.

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


<PAGE>

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


<TABLE>
<CAPTION>

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


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

  1989    1990    1991    1992    1993    1994   1995    1996    1997    1998

<S>                                 <C>
 Best quarter (% and time period)    Worst quarter (% and time period)
 26.59% (1998 4th Quarter)           -16.99% (1998 3rd Quarter)
</TABLE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                               ONE YEAR    FIVE YEARS     TEN YEARS
- --------------------------------------------------------------------------------
<S>                            <C>          <C>            <C>
 Alliance Global Portfolio -
   Class IA Shares              21.80%       14.28%         14.81%
- --------------------------------------------------------------------------------
 MSCI World Index*              24.34%       15.68%         10.66%
- --------------------------------------------------------------------------------
 Lipper Global Mutual Funds
   Average*                     14.34%       11.98%         11.21%
- --------------------------------------------------------------------------------
</TABLE>

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


 WHO MANAGES THE PORTFOLIO

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

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


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


<PAGE>

AGGRESSIVE EQUITY PORTFOLIO




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

 WARBURG PINCUS SMALL COMPANY
 VALUE PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks long-term capital appreciation.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in equity securities of U.S. small-cap
 companies with above-average growth potential that the Adviser believes to be
 undervalued. Typically, such investments may include common stocks, preferred
 stocks, convertible securities, warrants and rights of small-cap companies.
 Once 65% of the Portfolio's assets are invested in small-cap companies, the
 Portfolio may also invest in companies with a market capitalization of any
 size.

[sidebar]
   For purposes of this Portfolio, small-cap companies are companies having
   market capitalizations within the range of capitalizations of companies
   represented in the Russell 2000 Index.
[end sidebar]

 In determining whether a company's stock is undervalued, the Adviser considers
 all relevant factors which may include a company's:

     o price/earnings ratio;

     o price to book value ratio;

     o price to cash flow ratio; and

     o debt to capital ratio.

 The Portfolio will invest primarily (at least 65% of its net assets) in the
 securities of U.S. companies traded in the U.S. securities markets. The
 Portfolio may invest to a lesser extent in foreign securities, investment
 grade debt securities and high quality domestic and foreign short-term (one
 year or less) and medium-term money-market securities.

 When market or financial conditions warrant, the Portfolio may invest without
 limitation in investment grade debt obligations and in domestic and foreign
 obligations, including repurchase agreements for temporary or defensive
 purposes. Such investment strategies are inconsistent with the Portfolio's
 investment objectives and could result in the Portfolio not achieving its
 investment objective.

 THE PRINCIPAL RISKS

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

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

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

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

 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


<PAGE>

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

 affected by: unfavorable currency exchange rates (relative to the U.S. dollar
 for securities denominated in foreign currencies); inadequate or inaccurate
 information about foreign companies; higher transaction, brokerage and custody
 costs; adverse changes in foreign economic and tax policies; and foreign
 government instability, war or other adverse political or economic actions.

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

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

<TABLE>
<CAPTION>

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

                           (10.02)%
                             1998

<S>                                  <C>
 Best quarter:                       Worst quarter:
 15.49% (1997 3rd Quarter)           (20.25)% (1998 3rd Quarter)
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
                                                           SINCE
                                           ONE YEAR       INCEPTION
- --------------------------------------------------------------------------------
<S>                                    <C>              <C>
 Warburg Pincus Small Company Value
 Portfolio                                  (10.02)%        4.25%
- --------------------------------------------------------------------------------
 Russell 2000 Index*                        ( 2.54)%       14.53%
- --------------------------------------------------------------------------------
</TABLE>

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

 WHO MANAGES THE PORTFOLIO

 WARBURG PINCUS ASSET MANAGEMENT, INC. ("WPAM"), 466 Lexington Avenue, New
 York, New York 10017-3147. WPAM has been the Adviser to the Portfolio since it
 commenced operations. WPAM is a professional investment advisory firm that
 provides investment services to investment companies, employee benefit plans,
 endowment funds, foundations and other institutions and individuals. WPAM is
 indirectly controlled by Warburg, Pincus & Co., a New York partnership which
 has no business other than being a holding company of WPAM and its affiliates.
 During 1999, WPAM and Credit Suisse Group expect to finalize Credit Suisse
 Group's acquisition of WPAM. WPAM will be combined with and into Credit Suisse
 Group's global asset management subsidiary, Credit Suisse Asset Management,
 LLC.

 KYLE F. FREY is the Portfolio Manager and has been responsible for the
 day-to-day management of the Portfolio since the Portfolio commenced
 operations. Mr. Frey is a managing director of WPAM and has been with WPAM
 since 1989.

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


<PAGE>

ASSET ALLOCATION PORTFOLIOS



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

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


<PAGE>

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

 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.

   [sidebar]
   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.
   [end sidebar]

   [sidebar]
   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.
   [end sidebar]

 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


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


<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)


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

 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.


<PAGE>

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

 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 18, 1999.

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

<TABLE>
<CAPTION>

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


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

     1990    1991    1992    1993    1994   1995    1996    1997    1998

<S>                                  <C>


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

<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.


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


<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)




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

 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


<PAGE>

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

  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.


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


<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)




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

 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 18, 1999.

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

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
CALENDAR YEAR ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------


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

     1990    1991    1992    1993    1994   1995    1996    1997    1998

<S>                                   <C>

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


<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.


<PAGE>

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

 MERRILL LYNCH WORLD STRATEGY
 PORTFOLIO

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

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

 THE INVESTMENT STRATEGY

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

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

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

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

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

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

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


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


<PAGE>

ASSET ALLOCATION PORTFOLIOS (CONTINUED)



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

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

 THE PRINCIPAL RISKS

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

 PORTFOLIO PERFORMANCE

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


<TABLE>
<CAPTION>

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


                                     6.81%
                                     1998

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

<TABLE>
<CAPTION>

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

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

 WHO MANAGES THE PORTFOLIO

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

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


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


<PAGE>

3
More information on principal risks


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      36
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 Risk is the chance that you will lose money on your investment or that it will
 not earn as much as you expect. In general, the greater the risk, the more
 money your investment can earn for you and the more you can lose. Like other
 investment companies, the value of each Portfolio's shares may be affected by
 the Portfolio's investment objective(s), principal investment strategies and
 particular risk factors. Consequently, each Portfolio may be subject to
 different principal risks. Some of the principal risks of investing in the
 Portfolios are discussed below. However, other factors may also affect each
 Portfolio's net asset value.

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

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

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

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

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

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

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


<PAGE>

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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 their
   assets in "junk bonds" or lower-rated securities (i.e., rated BB or lower by
   S&P or an equivalent rating by any other NRSRO or unrated securities of
   similar quality). These debt securities and similar unrated securities have
   speculative elements or are predominantly speculative. Portfolios 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>

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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


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


<PAGE>

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

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

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

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

 MONEY MARKET RISK: Although a money market fund is designed to be a relatively
 low risk investment, it is not entirely free of risk.

 NON-DIVERSIFICATION RISK: The Merrill Lynch World Strategy Portfolio is
 classified as a "non-diversified" investment company, which means that the
 proportion of the Portfolio's assets that may be invested in the securities of
 a single issuer is not limited by the 1940 Act. Since a relatively high
 percentage of the non-diversified Portfolio's assets may be invested in the
 securities of a limited number of issuers, some of which may be within the
 same industry, the securities of the Portfolio may be more sensitive to
 changes in the market value of a single issuer or industry. The use of such a
 focused investment strategy may increase the volatility of the Portfolio's
 investment performance, as the Portfolio may be more susceptible to risks
 associated with a single economic, political or regulatory event than a
 diversified portfolio. If the securities in which the Portfolio invests
 perform poorly, the Portfolio could incur greater losses than it would have
 had it been invested in a greater number of securities. However to qualify as
 a regulated


<PAGE>

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 investment company ("RIC") under the Internal Revenue Code of 1986, as amended
 (the "Code") and receive pass through tax treatment, the Portfolio at the
 close of each fiscal quarter, may not have more than 25% of its total assets
 invested in the securities of any one issuer (excluding U.S. Government
 obligations) and with respect to 50% of its assets, (i) may not have more than
 5% of its total assets invested in the securities of any one issuer and (ii)
 may not own more than 10% of the outstanding voting securities of any one
 issuer. Each non-diversified Portfolio intends to qualify as a RIC.

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

 SECURITIES LENDING RISK: For purposes of realizing additional income, each
 Portfolio may lend securities to broker-dealers approved by the Board of
 Trustees. Any such loan of portfolio securities will be continuously secured
 by collateral at least equal to the value of the security loaned. Such
 collateral will be in the form of cash, marketable securities issued or
 guaranteed by the U.S. Government or its agencies, or a standby letter of
 credit issued by qualified banks. The risks in lending portfolio securities,
 as with other extensions of secured credit, consist of possible delay in
 receiving additional collateral or in the recovery of the securities or
 possible loss of rights in the collateral should the borrower fail
 financially. Loans will only be made to firms deemed by the Adviser to be of
 good standing and will not be made unless, in the judgment of the Adviser, the
 consideration to be earned from such loans would justify the risk.

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

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

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


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


<PAGE>

4
Management of the Trust



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

 THE TRUST

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

 THE MANAGER

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

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

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


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

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                 ANNUAL        RATE OF
                                  RATE          FEES
 PORTFOLIOS                     RECEIVED       WAIVED
- --------------------------------------------------------------------------------
<S>                               <C>           <C>
 BT Equity 500 Index              0.00%         0.25%
 Merrill Lynch World Strategy     0.26%         0.44%
 MFS Research                     0.35%         0.20%
 T. Rowe Price Equity Income      0.36%         0.19%
 Warburg Pincus Small Company     0.47%         0.18%
   Value
- --------------------------------------------------------------------------------
</TABLE>

 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. As
 explained in the next section, the Portfolios listed below (except for the
 Portfolios for which Alliance serves as Investment Adviser) are subject to an
 expense limitation agreement between the Trust and Manager, which affects the
 rate of management fees to be received by the Manager on behalf of each
 Portfolio.

 ANNUAL RATE OF MANAGEMENT FEES

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
 PORTFOLIOS                                ANNUAL RATE
- --------------------------------------------------------------------------------
<S>                                         <C>
 Alliance Conservative Investors(1)          0.48%
 Alliance Global(1)                          0.64%
 Alliance Growth Investors(1)                0.51%
- --------------------------------------------------------------------------------
</TABLE>

(1) The inception date for this Portfolio is October 18, 1999.

 EXPENSE LIMITATION AGREEMENT

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

 EXPENSE LIMITATION RATES

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                           AMOUNT EXPENSES
                                          LIMITED TO (% OF
 PORTFOLIOS                               DAILY NET ASSETS)
- --------------------------------------------------------------------------------
<S>                                            <C>
 BT Equity 500 Index                            0.30%
 Merrill Lynch World Strategy                   0.95%
 MFS Research                                   0.60%
 T. Rowe Price Equity Income                    0.60%
 Warburg Pincus Small Company Value             0.75%
- --------------------------------------------------------------------------------
</TABLE>

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


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


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

 THE ADVISERS

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

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

 The Manager and certain non-affiliated insurance companies (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.


<PAGE>

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

 THE TRANSFER AGENT

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

 BROKERAGE PRACTICES

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

 BROKERAGE TRANSACTIONS WITH AFFILIATES

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


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


<PAGE>

5
Fund distribution arrangements



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

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

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


<PAGE>

6
Purchase and redemption



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

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

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

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

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

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


<PAGE>

7
How assets are valued



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

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

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

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

 o  Short-term debt securities in the Portfolios, 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



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

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

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


<PAGE>

9
Prior performance of each adviser



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

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

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

 The performance results for the registered investment companies presented
 below are subject to somewhat lower fees and expenses than the relevant
 Portfolios although in most instances the fees and expenses are substantially
 similar. In addition, holders of Contracts representing interests in the
 Portfolios below will be subject to charges and expenses relating to such
 Contracts. The performance results presented below do not reflect any
 insurance related expenses and would be reduced if such charges were
 reflected.

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


<PAGE>

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

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

The name of the other fund or account managed by the Adviser is shown in BOLD.
The name of the Trust Portfolio is shown in (parentheses). The name of the
benchmark is shown in italics.

<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                                 1            5
 OTHER FUND OR ACCOUNT MANAGED BY ADVISER (EQAT Portfolio)                                      Year        Years
=====================================================================================================================
<S>                                                                                            <C>          <C>
Benchmark
=====================================================================================================================
 BT INSTITUTIONAL FUNDS - EQUITY 500 INDEX FUND - INSTITUTIONAL CLASS (BT EQUITY 500 INDEX PORTFOLIO)
                                                                                                28.75%       24.05%
- ---------------------------------------------------------------------------------------------------------------------
S&P 500 Index(3)                                                                                28.57%       24.06%
=====================================================================================================================
 MERRILL LYNCH VARIABLE SERIES FUNDS, INC. - MERRILL LYNCH GLOBAL STRATEGY FOCUS FUND (MERRILL LYNCH WORLD
 STRATEGY PORTFOLIO)
                                                                                                 8.88%        8.49%
- ---------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index(5)                                                                              20.33%        9.50%
=====================================================================================================================
 MFS RESEARCH FUND(2), (6) (MFS RESEARCH PORTFOLIO)
                                                                                                22.92%       20.65%
- ---------------------------------------------------------------------------------------------------------------------
S&P 500 Index(3)                                                                                28.57%       24.06%
=====================================================================================================================
 T. ROWE PRICE EQUITY INCOME FUND (T. ROWE PRICE EQUITY INCOME PORTFOLIO)
                                                                                                 9.23%       18.75%
- ---------------------------------------------------------------------------------------------------------------------
S&P 500 Index(3)                                                                                28.57%       24.06%
=====================================================================================================================
 WARBURG PINCUS SMALL COMPANY VALUE FUND(1) (WARBURG PINCUS SMALL COMPANY VALUE PORTFOLIO)
                                                                                               (14.88)%      N/A
- ---------------------------------------------------------------------------------------------------------------------
Russell 2000 Index(4)                                                                          ( 2.54)%      N/A
=====================================================================================================================

<CAPTION>
===============================================================================================================================
                                                                                                10        Since      Inception
 OTHER FUND OR ACCOUNT MANAGED BY ADVISER (EQAT Portfolio)                                    Years     Inception      Date
===============================================================================================================================
<S>                                                                                          <C>          <C>       <C>
Benchmark
===============================================================================================================================
 BT INSTITUTIONAL FUNDS - EQUITY 500 INDEX FUND - INSTITUTIONAL CLASS (BT EQUITY 500 INDEX PORTFOLIO)
                                                                                              N/A          21.56%    12/31/92
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index(3)                                                                              N/A          21.61%
===============================================================================================================================
 MERRILL LYNCH VARIABLE SERIES FUNDS, INC. - MERRILL LYNCH GLOBAL STRATEGY FOCUS FUND (MERRILL LYNCH WORLD
 STRATEGY PORTFOLIO)
                                                                                           N/A              9.57%     2/28/92
- -------------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index(5)                                                                         N/A              9.98%
===============================================================================================================================
 MFS RESEARCH FUND(2), (6) (MFS RESEARCH PORTFOLIO)
                                                                                           18.44%                    10/13/71
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index(3)                                                                           19.21%
===============================================================================================================================
 T. ROWE PRICE EQUITY INCOME FUND (T. ROWE PRICE EQUITY INCOME PORTFOLIO)
                                                                                           15.18%                    10/31/85
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index(3)                                                                           19.21%
===============================================================================================================================
 WARBURG PINCUS SMALL COMPANY VALUE FUND(1) (WARBURG PINCUS SMALL COMPANY VALUE PORTFOLIO)
                                                                                           N/A             16.51%    12/29/95
- -------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index(4)                                                                      N/A             11.58%
===============================================================================================================================
</TABLE>

(1) Absent the waiver of fees in 1998 by the Warburg Pincus Small Company Value
    Fund's investment adviser and co-administrator, management fees of the
    Warburg Pincus Small Company Value Fund would equal 1.00%, other expenses
    would equal 0.94% and total operating expenses would equal 2.19%. The
    investment adviser and co-administrator of the Warburg Pincus Small Company
    Value Fund are under no obligation to continue these waivers.

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

(3) The S&P 500 Index ("S&P 500") is an unmanaged index containing common stocks
    of 500 industrial, transportation, utility and financial companies,
    regarded as generally representative of the larger capitalization portion
    of the United States stock market. The S&P 500 reflects the reinvestment of
    income dividends and capital gain distributions, if any, but does not
    reflect fees, brokerage commissions, or other expenses of investing.

(4) The Russell 2000 Index is an unmanaged index (with no defined investment
    objective) composed of approximately 2,000 small-capitalization stocks and
    includes reinvestments of dividends. The index does not include fees or
    operating expenses and is not available for actual investment. It is
    compiled by the Frank Russell Company.

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

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


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


<PAGE>

10
Financial Highlights



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

The financial highlights table is intended to help you understand the Trust's
financial performance since May 1, 1997. The Trust began to offer Class IA
shares for the T. Rowe Price Equity Income, and Warburg Pincus Small Company
Value Portfolios on November 24, 1998. Except for those two Portfolios, the
financial information in the table below for the period May 1, 1997 to December
31, 1998 relates only to the Class IB shares. The financial information
relating to both the Class IA shares and the Class IB shares has been derived
from the audited financial statements of the Trust. These financial statements
have been audited by PricewaterhouseCoopers LLP, independent public
accountants. PricewaterhouseCoopers LLP's report on the Trust's financial
statements as of December 31, 1998 appears in the Trust's Annual Report. The
information should be read in conjunction with the financial statements
contained in the Trust's Annual Report which are incorporated by reference into
the Trust's Statement of Additional Information (SAI) and available upon
request.

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                                                  NET
                                                               REALIZED
                                                                  AND
                                                              UNREALIZED
                                                              GAIN (LOSS)
                                    NET ASSET                     ON
                                     VALUE,                   INVESTMENTS
                                    BEGINNING       NET       AND FOREIGN
                                       OF       INVESTMENT     CURRENCY
                                     PERIOD       INCOME     TRANSACTIONS
- --------------------------------------------------------------------------------
<S>                                <C>           <C>           <C>
 BT EQUITY 500 INDEX PORTFOLIO
- --------------------------------------------------------------------------------
 Dec. 31, 1998                      $ 10.00       $ 0.06        $ 2.45
- --------------------------------------------------------------------------------
 Dec. 31, 1997                            -            -             -
- --------------------------------------------------------------------------------
 MERRILL LYNCH WORLD STRATEGY PORTFOLIO
- --------------------------------------------------------------------------------
 Dec. 31, 1998                      $ 10.31       $ 0.15        $ 0.55
- --------------------------------------------------------------------------------
 Dec. 31, 1997                      $ 10.00       $ 0.08        $ 0.39
- --------------------------------------------------------------------------------
 MFS RESEARCH PORTFOLIO
- --------------------------------------------------------------------------------
 Dec. 31, 1998                      $ 11.48       $ 0.04        $ 2.73
- --------------------------------------------------------------------------------
 Dec. 31, 1997                      $ 10.00       $ 0.02        $ 1.58
- --------------------------------------------------------------------------------
 T. ROWE PRICE EQUITY INCOME PORTFOLIO
- --------------------------------------------------------------------------------
 Class IB Dec. 31, 1998             $ 12.08       $ 0.22        $ 0.87
- --------------------------------------------------------------------------------
 Class IB Dec. 31, 1997             $ 10.00       $ 0.10        $ 2.11
- --------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998     $ 13.22       $ 0.06        $(0.09)+
- --------------------------------------------------------------------------------
 WARBURG PINCUS SMALL COMPANY VALUE PORTFOLIO
- --------------------------------------------------------------------------------
 Class IB Dec. 31, 1998             $ 11.85       $ 0.05        $(1.24)
- --------------------------------------------------------------------------------
 Class IB Dec. 31, 1997             $ 10.00       $ 0.01        $ 1.90
- --------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998     $ 10.40       $ 0.03        $ 0.23+
- --------------------------------------------------------------------------------

<CAPTION>

- --------------------------------------------------------------------------------------------
                                                               DIVIDENDS IN
                                                  DIVIDENDS     EXCESS OF     DISTRIBUTIONS
                                    TOTAL FROM    FROM NET         NET            FROM
                                    INVESTMENT   INVESTMENT    INVESTMENT       REALIZED
                                    OPERATIONS     INCOME        INCOME          GAINS
- --------------------------------------------------------------------------------------------
<S>                               <C>           <C>          <C>                <C>
 BT EQUITY 500 INDEX PORTFOLIO
- --------------------------------------------------------------------------------------------
 Dec. 31, 1998                       $  2.51      $ (0.06)            -              -
- --------------------------------------------------------------------------------------------
 Dec. 31, 1997                             -            -             -              -
- --------------------------------------------------------------------------------------------
 MERRILL LYNCH WORLD STRATEGY PORTFOLIO
- --------------------------------------------------------------------------------------------
 Dec. 31, 1998                       $  0.70      $ (0.04)      $ (0.04)             -
- --------------------------------------------------------------------------------------------
 Dec. 31, 1997                       $  0.47      $ (0.05)            -              -
- --------------------------------------------------------------------------------------------
 MFS RESEARCH PORTFOLIO
- --------------------------------------------------------------------------------------------
 Dec. 31, 1998                       $  2.77      $ (0.04)            -              -
- --------------------------------------------------------------------------------------------
 Dec. 31, 1997                       $  1.60      $ (0.02)            -         $(0.01)
- --------------------------------------------------------------------------------------------
 T. ROWE PRICE EQUITY INCOME PORTFOLIO
- --------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998              $  1.09      $ (0.22)            -         $(0.28)
- --------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997              $  2.21      $ (0.09)            -         $(0.04)
- --------------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998      $ (0.03)     $ (0.24)            -         $(0.28)
- --------------------------------------------------------------------------------------------
 WARBURG PINCUS SMALL COMPANY VALUE PORTFOLIO
- --------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998              $ (1.19)     $ (0.04)            -              -
- --------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997              $  1.91      $ (0.01)            -              -
- --------------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998      $  0.26      $ (0.06)            -              -
- --------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

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



<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------
                                    DISTRIBUTIONS        TOTAL         NET ASSET
                                    IN EXCESS OF    DIVIDENDS AND   VALUE, END OF
                                   REALIZED GAINS   DISTRIBUTIONS       PERIOD
- ----------------------------------------------------------------------------------
<S>                                  <C>              <C>             <C>
 BT EQUITY 500 INDEX PORTFOLIO
- ----------------------------------------------------------------------------------
 Dec. 31, 1998                              -          $ (0.06)        $ 12.45
- ----------------------------------------------------------------------------------
 Dec. 31, 1997                              -                -               -
- ----------------------------------------------------------------------------------
 MERRILL LYNCH WORLD STRATEGY PORTFOLIO
- ----------------------------------------------------------------------------------
 Dec. 31, 1998                              -          $ (0.08)        $ 10.93
- ----------------------------------------------------------------------------------
 Dec. 31, 1997                        $ (0.11)         $ (0.16)        $ 10.31
- ----------------------------------------------------------------------------------
 MFS RESEARCH PORTFOLIO
- ----------------------------------------------------------------------------------
 Dec. 31, 1998                              -          $ (0.04)        $ 14.21
- ----------------------------------------------------------------------------------
 Dec. 31, 1997                        $ (0.09)         $ (0.12)        $ 11.48
- ----------------------------------------------------------------------------------
 T. ROWE PRICE EQUITY INCOME PORTFOLIO
- ----------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                     -          $ (0.50)        $ 12.67
- ----------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                     -          $ (0.13)        $ 12.08
- ----------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998             -          $ (0.52)        $ 12.67
- ----------------------------------------------------------------------------------
 WARBURG PINCUS SMALL COMPANY VALUE PORTFOLIO
- ----------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                     -          $ (0.05)        $ 10.61
- ----------------------------------------------------------------------------------
 Class IB Dec. 31, 1997               $ (0.05)         $ (0.06)        $ 11.85
- ----------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998             -          $ (0.07)        $ 10.59
- ----------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------
                                                                            RATIO OF
                                                                          EXPENSES TO
                                                        NET ASSETS,       AVERAGE NET
                                      TOTAL RETURN    END OF PERIOD       ASSETS AFTER
                                          (B)            (000'S)         WAIVERS (A)(C)
- ------------------------------------------------------------------------------------------
<S>                               <C>                <C>             <C>
 BT EQUITY 500 INDEX PORTFOLIO
- ------------------------------------------------------------------------------------------
 Dec. 31, 1998                           25.14%          $224,247             0.55%
- ------------------------------------------------------------------------------------------
 Dec. 31, 1997                               -                  -                -
- ------------------------------------------------------------------------------------------
 MERRILL LYNCH WORLD STRATEGY PORTFOLIO
- ------------------------------------------------------------------------------------------
 Dec. 31, 1998                            6.81%          $ 30,631             1.20%
- ------------------------------------------------------------------------------------------
 Dec. 31, 1997                            4.70%          $ 18,210             1.20%
- ------------------------------------------------------------------------------------------
 MFS RESEARCH PORTFOLIO
- ------------------------------------------------------------------------------------------
 Dec. 31, 1998                           24.11%          $407,619             0.85%
- ------------------------------------------------------------------------------------------
 Dec. 31, 1997                           16.07%          $114,754             0.85%
- ------------------------------------------------------------------------------------------
 T. ROWE PRICE EQUITY INCOME PORTFOLIO
- ------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                   9.11%          $242,001             0.85%(1)
- ------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                  22.11%          $ 99,947             0.85%(a)
- ------------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998         ( 2.21)%(b)      $  2,415             0.60%(a)(1)
- ------------------------------------------------------------------------------------------
 WARBURG PINCUS SMALL COMPANY VALUE PORTFOLIO
- ------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                 (10.02)%         $166,746             1.00%(1)
- ------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                  19.15%          $120,880             1.00%(a)
- ------------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998           2.63%(b)       $    747             0.75%(a)(1)
- ------------------------------------------------------------------------------------------
</TABLE>


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

<PAGE>

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


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
                                                                RATIO OF NET            RATIO OF NET
                                    RATIO OF EXPENSES TO   INVESTMENT INCOME TO    INVESTMENT INCOME TO
                                     AVERAGE NET ASSETS     AVERAGE NET ASSETS      AVERAGE NET ASSETS       PORTFOLIO
                                   BEFORE WAIVERS (A)(C)   AFTER WAIVERS (A)(C)   BEFORE WAIVERS (A)(C)   TURNOVER RATE
- ------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                     <C>                     <C>                 <C>
 **BT EQUITY 500 INDEX PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                             0.83%                   1.22%                   0.94%                 2%
- ------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                                -                       -                       -                  -
- ------------------------------------------------------------------------------------------------------------------------
 MERRILL LYNCH WORLD STRATEGY PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                             1.61%                   1.63%                   1.22%               115%
- ------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                             3.05%                   1.89%                   0.04%                58%
- ------------------------------------------------------------------------------------------------------------------------
 MFS RESEARCH PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                             1.05%                   0.44%                   0.24%                73%
- ------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                             1.78%                   0.65%                  (0.28)%               51%
- ------------------------------------------------------------------------------------------------------------------------
 T. ROWE PRICE EQUITY INCOME PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                    1.04%(1)                2.20%(1)                2.01%(1)             17%
- ------------------------------------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                    1.74%(a)                2.49%(a)                1.60%(a)              9%
- ------------------------------------------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998            0.79%(a)(1)             2.45%(a)(1)             2.26%(a)(1)          17%
- ------------------------------------------------------------------------------------------------------------------------
 WARBURG PINCUS SMALL COMPANY VALUE PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                    1.17%(1)                0.47%(1)                0.30%(1)            111%
- ------------------------------------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                    1.70%(a)                0.26%(a)               (0.44)%(a)            44%
- ------------------------------------------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998            0.92%(a)(1)             0.72%(a)(1)             0.55%(a)(1)         111%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

**  Commencement of operations for the BT Equity 500 Index Portfolio was
    January 1, 1998.

 +  The amount shown for a share outstanding throughout the period does not
    accord with the aggregate net gains on investments for that period because
    of the timing of sales and repurchases of the Portfolio shares in relation
    to fluctuating market value of the investments of the Portfolio.

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

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

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


<PAGE>

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

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

The financial highlights table below is 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 A
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 and Class IB shares of the corresponding
Portfolio of the Trust and the assets and liabilities of the respective HRT
Portfolio will be transferred to its corresponding Portfolio of the Trust on or
about October 18, 1999. These financial statements have been audited by
PricewaterhouseCoopers LLP, independent accountants. PricewaterhouseCoopers
LLP's report on HRT's financial statements as of December 31, 1998 appears in
HRT's Annual Report. The information should be read in conjunction with the
financial statements contained in HRT's Annual Report which are incorporated by
reference into the Trust's Statement of Additional Information (SAI) and
available upon request.

ALLIANCE 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>



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


<PAGE>

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

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>

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

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>



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

<PAGE>

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

- ----------
(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.


<PAGE>

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

 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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