EQ ADVISORS TRUST
497, 1999-05-11
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                                                Filed Pursuant to Rule 497(e)
                                                Registration File No.: 333-17217


EQ Advisors Trust

PROSPECTUS DATED MAY 1, 1999




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                                                                             1
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This Prospectus describes the seventeen (17) 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.


                              BT Equity 500 Index
                         BT International Equity Index
                             BT Small Company Index
                         Capital Guardian International
                           Capital Guardian Research
                          Capital Guardian U.S. Equity
                           EQ/Alliance Premier Growth
                        EQ/Putnam Growth & Income Value
                         EQ/Putnam International Equity
                           EQ/Putnam Investors Growth
                                 JPM Core Bond
                             Lazard Large Cap Value
                             Lazard Small Cap Value
                         MFS Emerging Growth Companies
                             MFS Growth with Income
                                  MFS Research
                     Morgan Stanley Emerging Markets Equity


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




Ver 5
<PAGE>

Overview






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    2
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 EQ ADVISORS TRUST

 This Prospectus tells you about the seventeen (17) current Portfolios of the
 EQ Advisors Trust ("Trust") and the Class IB shares offered by the Trust on
 behalf of each Portfolio. The Trust is an open-end management investment
 company. Each Portfolio is a separate series of the Trust with its own
 investment objective, investment strategies and risks, which are described in
 this Prospectus. Each of the current Portfolios of the Trust, except for the
 Morgan Stanley Emerging Markets Equity Portfolio and the Lazard Small Cap
 Value Portfolio, are 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") 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. ("Manager") serves as the Manager of the Trust,
 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. During 1999, the Manager plans to change its name to AXA Advisors,
 Inc.

 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 may without
 obtaining shareholder approval: (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.


<PAGE>

Table of contents



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<TABLE>
<CAPTION>
<S>                                                        <C>

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

- -------------------------------------------------------------
2 ABOUT THE INVESTMENT PORTFOLIOS                           8
- -------------------------------------------------------------
       BT Equity 500 Index Portfolio                       10
       BT International Equity Index Portfolio             12
       BT Small Company Index Portfolio                    15
       Capital Guardian International Portfolio            17
       Capital Guardian Research Portfolio                 20
       Capital Guardian U.S. Equity Portfolio              22
       EQ/Alliance Premier Growth Portfolio                24
       EQ/Putnam Growth & Income Value Portfolio           26
       EQ/Putnam International Equity Portfolio            28
       EQ/Putnam Investors Growth Portfolio                31
       JPM Core Bond Portfolio                             34
       Lazard Large Cap Value Portfolio                    37
       Lazard Small Cap Value Portfolio                    39
       MFS Emerging Growth Companies Portfolio             41
       MFS Growth with Income Portfolio                    43
       MFS Research Portfolio                              45
       Morgan Stanley Emerging Markets Equity Portfolio    48

- -------------------------------------------------------------
 MORE INFORMATION ON PRINCIPAL RISKS                       52
- -------------------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>
<S>                                                        <C>
- -------------------------------------------------------------
4 MANAGEMENT OF THE TRUST                                  58
- -------------------------------------------------------------
       The Trust                                           58
       The Manager                                         58
       Expense Limitation Agreement                        59
       The Advisers                                        60
       The Administrator                                   60
       The Transfer Agent                                  61
       Brokerage Practices                                 61
       Brokerage Transactions with Affiliates              61

- -------------------------------------------------------------
5 FUND DISTRIBUTION ARRANGEMENTS                           62
- -------------------------------------------------------------

- -------------------------------------------------------------
6 PURCHASE AND REDEMPTION                                  63
- -------------------------------------------------------------

- -------------------------------------------------------------
7 HOW ASSETS ARE VALUED                                    64
- -------------------------------------------------------------

- -------------------------------------------------------------
8 TAX INFORMATION                                          65
- -------------------------------------------------------------

- -------------------------------------------------------------
9 PRIOR PERFORMANCE OF EACH ADVISER                        66
- -------------------------------------------------------------

- -------------------------------------------------------------
10 FINANCIAL HIGHLIGHTS                                    70
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</TABLE>

<PAGE>

1 Summary information concerning EQ Advisors Trust



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 4
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The following chart highlights the seventeen (17) Portfolios described in this
Prospectus that you can choose as investment alternatives under your Contracts
offered by Equitable or EOC. The chart and accompanying information identify
each Portfolio's investment objective(s), principal investment strategies, and
principal risks. "More Information on Principal Risks", which more fully
describes each of the principal risks, is provided beginning on page 52.




 

<TABLE>
<CAPTION>
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PORTFOLIO                                     INVESTMENT OBJECTIVE(S)
<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
- ----------------------------------------------------------------------------------------------------------
BT INTERNATIONAL EQUITY INDEX                 Seeks to replicate as closely as possible (before deduction
                                              of Portfolio expenses) the total return of the MSCI EAFE
                                              Index
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BT SMALL COMPANY INDEX                        Seeks to replicate as closely as possible (before the
                                              deduction of Portfolio expenses) the total return of the
                                              Russell 2000 Index
- ----------------------------------------------------------------------------------------------------------
CAPITAL GUARDIAN INTERNATIONAL PORTFOLIO      Seeks long-term growth of capital by investing primarily in
                                              non-United States equity securities
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CAPITAL GUARDIAN RESEARCH PORTFOLIO           Seeks long-term growth of capital
- ----------------------------------------------------------------------------------------------------------
CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO        Seeks long-term growth of capital
- ----------------------------------------------------------------------------------------------------------
EQ/ALLIANCE PREMIER GROWTH PORTFOLIO          Seeks long-term growth of capital by primarily investing in
                                              equity securities of a limited number of large, carefully
                                              selected, high quality United States companies that are
                                              judged, by the Adviser, likely to achieve superior earnings
                                              growth
- ----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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<TABLE>
<CAPTION>
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PRINCIPAL INVESTMENT STRATEGIES                                  PRINCIPAL RISKS
Common stocks of companies in the S&P 500 Index                  General investment, index-fund, and fixed income risks
<S>                                                              <C>
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Equity securities of companies in the MSCI EAFE Index            General investment, index-fund, foreign securities,
                                                                 liquidity, and derivatives risks
- ---------------------------------------------------------------------------------------------------------------------------
Common stocks of small-cap companies in the Russell              General investment, index-fund, small-cap and mid-cap
2000 Index                                                       company, derivatives, and fixed income risks

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

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Equity securities primarily of United States issuers and         General investment, growth investing, convertible
securities whose principal markets are in the United States      securities, and foreign securities risks
- ---------------------------------------------------------------------------------------------------------------------------
Equity securities primarily of United States companies with      General investment, growth investing, convertible
market capitalization greater than $1 billion at the time of     securities, and foreign securities risks
purchase
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Equity securities of a limited number of large, high-quality     General investment, focused portfolio, growth investing,
companies that are likely to offer superior earnings growth      convertible securities, derivatives, and foreign securities
                                                                 risks
 
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</TABLE>

 

                                     ________________________- EQ Advisors Trust
<PAGE>

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<TABLE>
<CAPTION>
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PORTFOLIO                            INVESTMENT OBJECTIVE(S)
<S>                                  <C>
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EQ/PUTNAM GROWTH & INCOME VALUE      Seeks capital growth. Current income is a secondary
                                     objective
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EQ/PUTNAM INTERNATIONAL EQUITY       Seeks capital appreciation
- ----------------------------------------------------------------------------------------------------
EQ/PUTNAM INVESTORS GROWTH           Seeks long-term growth of capital and any increased
                                     income that results from this growth
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JPM CORE BOND                        Seeks to provide a high total return consistent with
                                     moderate risk of capital and maintenance of liquidity
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LAZARD LARGE CAP VALUE               Seeks capital appreciation by investing primarily in equity
                                     securities of companies with relatively large capitalizations
                                     (i.e., companies having market capitalizations of at least
                                     $3 billion at the time of initial purchase) that appear to the
                                     Adviser to be inexpensively priced relative to the return on
                                     total capital or equity
- ----------------------------------------------------------------------------------------------------
LAZARD SMALL CAP VALUE               Seeks capital appreciation by investing in equity securities
                                     of U.S. companies with small market capitalizations (i.e.,
                                     companies in the range of companies represented in the
                                     Russell 2000 Index) that the Adviser considers
                                     inexpensively priced relative to the return on total capital
                                     or equity
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MFS EMERGING GROWTH COMPANIES        Seeks to provide long-term capital growth
- ----------------------------------------------------------------------------------------------------
MFS GROWTH WITH INCOME               Seeks to provide reasonable current income and long-term
                                     growth of capital and income
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MFS RESEARCH                         Seeks to provide long-term growth of capital and future
                                     income
- ----------------------------------------------------------------------------------------------------
MORGAN STANLEY EMERGING MARKETS      Seeks long-term capital appreciation by investing primarily
                                     in equity securities of emerging country issuers
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</TABLE>

<PAGE>

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<TABLE>
<CAPTION>
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PRINCIPAL INVESTMENT STRATEGIES                                 PRINCIPAL RISKS
<S>                                                             <C>
Common stocks (plus convertible bonds, convertible              General investment, derivatives, foreign securities, value
preferred stocks, preferred stocks and debt securities)         investing, and fixed income risks
- ----------------------------------------------------------------------------------------------------------------------------
Equity securities of foreign companies                          General investment, foreign securities, small-cap and
                                                                mid-cap company, liquidity, and derivatives risks
- ----------------------------------------------------------------------------------------------------------------------------
Common stocks and convertible securities of companies           General investment, growth investing, small-cap and
whose earnings are believed likely to grow faster than the      mid-cap company, derivatives, foreign securities, and fixed
economy as a whole                                              income risks
- ----------------------------------------------------------------------------------------------------------------------------
Investment grade securities rated BBB/Baa or better at the      General investment, fixed income liquidity, portfolio
time of purchase (including foreign issuers)                    turnover, derivatives, and foreign securities risks
Equity securities of companies with relatively large            General investment, value investing, derivatives, and fixed
capitalizations that the Adviser believes are undervalued       income risks
based on their return on equity or capital
- ----------------------------------------------------------------------------------------------------------------------------
Equity securities of small-cap U.S. companies in the range      General investment, small-cap and mid-cap company,
of companies included in the Russell 2000 Index that the        value investing, non-diversification, and fixed income risks
Adviser believes are undervalued based on their return on
equity or capital
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Equity securities of emerging growth companies with the         General investment, small-cap and mid-cap company,
potential to become major enterprises                           foreign securities, and growth investing risks
- ----------------------------------------------------------------------------------------------------------------------------
Equity securities (common stock, preferred stock,               General investment, small-cap and mid-cap company,
preference stock, convertible securities, warrants and          foreign securities, fixed income, and growth investing risks
depositary receipts)
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Common stock or securities convertible into common stock        General investment, small-cap and mid-cap company,
of companies with better than average prospects for             foreign securities, fixed income, and growth investing risks
long-term growth
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Equity securities of emerging market country companies          General investment, foreign securities, convertible
                                                                securities, liquidity, derivatives, portfolio turnover,
                                                                non-diversification, and fixed income risks
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</TABLE>

                                     _________________________ EQ Advisors Trust
<PAGE>

2 About the investment portfolios

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    8
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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

 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
 index. 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.
 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., 60% S&P 500/40% Lehman
 Gov't/Corp) assume a static mix of the two indices.

 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
 reflects the reinvestment of dividends, if any, but does not reflect fees,
 brokerage commissions or other expenses of investing.


<PAGE>

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 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 MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX
  ("MSCI EAFE") is a market capitalization weighted equity index composed of a
 sample of companies representative of the market structure of Europe,
 Australia and the Far East. MSCI EAFE Index returns assume dividends
 reinvested net of withholding tax and do not reflect any fees or expenses.

 THE MORGAN STANLEY CAPITAL INTERNATIONAL EMERGING MARKETS FREE PRICE RETURN
 INDEX ("MSCI Emerging Markets Free") is a market capitalization weighted
 equity index composed of companies that are representative of the market
 structure of the following countries: Argentina, Brazil, Chile, China Free,
 Columbia, Czech Republic, Greece, Hungary, India, Indonesia, Israel, Jordan,
 Korea (@ 50%), Mexico Free, Pakistan, Peru, Philippines Free, Poland, Russia,
 South Africa, Sri Lanka, Taiwan (@50%), Thailand, Turkey and Venezuela Free.
 The base date for the index is December 31, 1987. "Free" MSCI indices exclude
 those shares not purchasable by foreign investors. The average size of the
 emerging market companies within this index is US $800 million.

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


                                        ______________________ EQ Advisors Trust
<PAGE>

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     BT EQUITY 500 INDEX PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

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

   For more information on the S&P 500, see the preceding section "The
   Benchmarks." The Portfolio is not sponsored, endorsed, sold or promoted by
   Standard & Poor's Corporation ("S&P") and S&P makes no guarantee as to the
   accuracy and/or completeness of the S&P 500 or any data included therein.
     
 Over time, the correlation between the performance of the Portfolio and the
 S&P is expected to be 95% or higher before deduction of Portfolio expenses.
 The Portfolio's ability to track the S&P 500 may be affected by, among others,
 transaction costs, administration and other expenses incurred by the
 Portfolio, changes in either the composition of the S&P 500 or the assets of
 the Portfolio, and the timing and amount of Portfolio investor contributions
 and withdrawals, if any. The Portfolio seeks securities to track the S&P 500,
 therefore, the Adviser generally will not attempt to judge the merits of any
 particular security as an investment.

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

 THE PRINCIPAL RISKS

 This Portfolio invests in common stocks, therefore, its performance may go up
 or down depending on general market conditions. Other principal risks include:
  
<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 Rated 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 which follows illustrates the Portfolio's annual total return
 for 1998, the Portfolio's first year of existence. The table which follows
 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 related expenses and if reflected
 the results would be reduced. The Portfolio's inception date was January 1, 
 1998.


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                        CALENDAR YEAR ANNUAL TOTAL RETURN
- -------------------------------------------------------------------------------
 
                                      1998

                                     25.14%
                Best quarter:                       Worst quarter:
                21.26% (1998 4th Quarter)           (10.03)% (1998 3rd Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                   SINCE
                                    ONE YEAR     INCEPTION
- -------------------------------------------------------------------------------
 BT Equity 500 Index Portfolio        25.14%       25.14%
 S&P 500 Index*                       28.58%       28.58%
- -------------------------------------------------------------------------------
* 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>

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 BT INTERNATIONAL EQUITY INDEX
 PORTFOLIO

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

 THE INVESTMENT STRATEGY

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


   For more information on the MSCI EAFE Index see the preceding section "The
   Benchmarks." The MSCI EAFE Index is the exclusive property of Morgan
   Stanley. The Portfolio is not sponsored, endorsed, sold or promoted by
   Morgan Stanley and Morgan Stanley makes no guarantee as to the accuracy or
   completeness of the MSCI EAFE Index or any data included therein.
     
 Over time, the correlation between the performance of the Portfolio and the
 MSCI EAFE Index is expected to be 95% or higher before deduction of Portfolio
 expenses. The Portfolio's ability to track the MSCI EAFE Index may be affected
 by, among others, transaction costs, administration and other expenses
 incurred by the Portfolio, changes in either the composition of the MSCI EAFE
 Index or the assets of the Portfolio, and the timing and amount of Portfolio
 investor contributions and withdrawals, if any. The Portfolio seeks to track
 the MSCI EAFE Index, therefore, the Adviser generally will not attempt to
 judge the merits of any particular security as an investment.

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

 THE PRINCIPAL RISKS

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

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

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

<PAGE>

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  13
- --------------------------------------------------------------------------------

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

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

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

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

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

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

 PORTFOLIO PERFORMANCE

 The bar chart which follows illustrates the Portfolio's average annual total
 return for 1998, the Portfolio's first year of existence. The table which
 follows 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 related expenses and if
 reflected the results would be reduced. The Portfolio's inception date was
 January 1, 1998.

- -------------------------------------------------------------------------------
                        CALENDAR YEAR ANNUAL TOTAL RETURN
- -------------------------------------------------------------------------------
 
                                      1998

                                     20.07%

                Best quarter:                       Worst quarter:
                20.43% (1998 4th Quarter)           (13.90)% (1998 3rd Quarter)
- -------------------------------------------------------------------------------



                                          ____________________ EQ Advisors Trust
<PAGE>

- ----------
   14
- --------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
                    AVERAGE ANNUAL TOTAL RETURNS
                                                             SINCE
                                              ONE YEAR     INCEPTION
- -------------------------------------------------------------------------------
 BT International Equity Index Portfolio        20.07%       20.07%
 MSCI EAFE Index*                               20.00%       20.00%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."

 WHO MANAGES THE PORTFOLIO

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

<PAGE>

- ----------
  15
- --------------------------------------------------------------------------------

 BT SMALL COMPANY INDEX PORTFOLIO

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

 THE INVESTMENT STRATEGY

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


   For more information on The Russell 2000, see the preceding section "The
   Benchmarks." The Portfolio is neither sponsored by nor affiliated with the
   Frank Russell Company, which is the owner of the trademarks and copyrights
   relating to the Russell indices.
     
 Over time, the correlation between the performance of the Portfolio and the
 Russell 2000 is expected to be 95% or higher before the deduction of Portfolio
 expenses. The Portfolio's ability to track the Russell 2000 may be affected
 by, among other things, transaction costs, administration and other expenses
 incurred by the Portfolio, changes in either the composition of the Russell
 2000 or the assets of the Portfolio, and the timing and amount of Portfolio
 investor contributions and withdrawals, if any. The Portfolio seeks to track
 the Russell 2000, therefore, the Adviser generally will not attempt to judge
 the merits of any particular security as an investment.

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

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

 THE PRINCIPAL RISKS

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

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

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


                                     _______________________ EQ Advisors Trust
<PAGE>

- ----------
   16
- --------------------------------------------------------------------------------

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

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

 PORTFOLIO PERFORMANCE

 The bar chart which follows illustrates the Portfolio's annual total return
 for 1998, the Portfolio's first year of existence. The table which follows
 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 related expenses and if reflected
 the results would be reduced. The Portfolio's inception date was January 1,
 1998.

- -------------------------------------------------------------------------------
                CALENDAR YEAR ANNUAL TOTAL RETURN
 
                                      1998

                                    (2.27)%

                Best quarter:                       Worst quarter:
                16.21% (1998 4th Quarter)           (19.52)% (1998 3rd Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                          SINCE
                                         ONE YEAR       INCEPTION
- -------------------------------------------------------------------------------
 BT Small Company Index Portfolio          (2.27)%         (2.27)%
- -------------------------------------------------------------------------------
 Russell 2000 Index*                       (2.54)%         (2.54)%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."

 WHO MANAGES THE PORTFOLIO

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

<PAGE>

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

 CAPITAL GUARDIAN INTERNATIONAL
 PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

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

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

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

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

 THE PRINCIPAL RISKS

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

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

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


                                      ________________________ EQ Advisors Trust
<PAGE>

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

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

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

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

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

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

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

 PORTFOLIO PERFORMANCE

 The inception date for this Portfolio is May 1, 1999. Therefore, no prior
 performance is available.

 WHO MANAGES THE PORTFOLIO

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

 Capital Guardian uses a multiple portfolio manager system under which the
 Portfolio is divided into several segments. Each segment is individually
 managed with the portfolio manager free to decide on company and industry
 selections as well as valuation and transaction assessment. An additional
 portion of the Portfolio is managed by a group of investment research
 analysts.

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

 David I. Fisher. David Fisher is Chairman of the Board of Capital Group
 International, Inc. and Capital Guardian. He joined the Capital Guardian
 organization in 1969.

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

<PAGE>

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

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

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

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

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

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

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

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

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


                                         _____________________ EQ Advisors Trust
<PAGE>

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

 CAPITAL GUARDIAN RESEARCH PORTFOLIO

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

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in equity securities of United States issuers
 and securities whose principal markets are in the United States, including
 American Depositary Receipts and other United States registered foreign
 securities. The Portfolio invests primarily in common stocks (or securities
 convertible or exchangeable into common stocks) of companies with market
 capitalization greater than $1 billion at the time of purchase.

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

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

 THE PRINCIPAL RISKS

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

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

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

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

 PORTFOLIO PERFORMANCE

 The inception date for this Portfolio is May 1, 1999. Therefore, no prior
 performance is available.

 WHO MANAGES THE PORTFOLIO

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

<PAGE>

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

 The Portfolio is managed by a group of investment research professionals, led
 by the Research Portfolio Coordinator, each of whom has investment discretion
 over a segment of the total Portfolio. The size of each segment will vary over
 time and may be based upon: (1) the level of conviction of specific research
 professionals as to their designated sectors; (2) industry weights within the
 relevant benchmark for the Portfolio; and (3) the judgment of the Research
 Portfolio Coordinator in assessing the level of conviction of research
 professionals compared to industry weights within the relevant benchmark.
 Sectors may be overweighted relative to their benchmark weighting if there is
 a substantial number of stocks that are judged to be attractive based on the
 research professionals research in that sector, or may be underweighted if
 there are relatively fewer stocks viewed to be attractive in the sector. The
 Research Portfolio Coordinator also coordinates the cash holdings of the
 Portfolio.















                                   ___________________________ EQ Advisors Trust
<PAGE>

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

 CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

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

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

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

 THE PRINCIPAL RISKS

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

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

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

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

 PORTFOLIO PERFORMANCE

 The inception date for this Portfolio is May 1, 1999. Therefore, no prior
 performance is available.

 WHO MANAGES THE PORTFOLIO

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


<PAGE>

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

 Capital Guardian uses a multiple portfolio manager system under which the
 Portfolio is divided into several segments. Each segment is individually
 managed with the portfolio manager free to decide on company and industry
 selections as well as valuation and transaction assessment. An additional
 portion of the Portfolio is managed by a group of investment research
 analysts.

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

 Donnalisa P. Barnum. Donnalisa Barnum is a Senior Vice President and a
 portfolio manager for Capital Guardian. She joined the Capital Guardian
 organization in 1986.

 Michael R. Erickson. Michael Erickson is a Senior Vice President and portfolio
 manager for Capital Guardian and a Senior Vice President and Director for
 Capital International Limited. He joined the Capital Guardian organization in
 1987.

 David I. Fisher. David Fisher is Chairman of the Board of Capital Group
 International, Inc. and Capital Guardian. He joined the Capital Guardian
 organization in 1969.

 Theodore R. Samuels. Theodore Samuels is a Senior Vice President and a
 Director for Capital Guardian, as well as a Director of Capital International
 Research, Inc. He joined the Capital Guardian organization in 1981.

 Eugene P. Stein. Eugene Stein is Executive Vice President, a Director, a
 portfolio manager, and Chairman of the Investment Committee for Capital
 Guardian. He joined the Capital Guardian organization in 1972.


                               _______________________________ EQ Advisors Trust
<PAGE>

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

 EQ/ALLIANCE PREMIER GROWTH PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

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

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

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

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

 THE PRINCIPAL RISKS

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

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

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

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


<PAGE>

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

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

 PORTFOLIO PERFORMANCE

 The inception date for this Portfolio is May 1, 1999. Therefore, no prior
 performance is available.

 WHO MANAGES THE PORTFOLIO

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

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


                                         _____________________ EQ Advisors Trust
<PAGE>

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

 EQ/PUTNAM GROWTH & INCOME VALUE PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks capital growth. Current
 income is a secondary objective.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in common stocks that offer potential for
 capital growth and may invest in stocks that offer potential for current
 income. In analyzing companies for investment, the Adviser tries to identify
 common stocks of companies that are significantly undervalued compared with
 their underlying assets or earnings potential and offer growth and current
 income potential.

 The Portfolio may also invest in corporate bonds, notes and debentures,
 preferred stocks or convertible securities (both debt securities and preferred
 stocks) or U.S. Government securities.

 It may also invest a portion of its assets in debt securities rated below
 investment grade (commonly referred to as "junk bonds"), zero-coupon bonds and
 payment-in-kind bonds, and high quality U.S. and foreign dollar-denominated
 money market securities. The Portfolio may invest up to 20% of its total
 assets in foreign securities, including transactions involving futures
 contracts, forward contracts and options and foreign currency exchange
 transactions.

 There may be times when the Adviser will use additional investment strategies
 to achieve the Portfolio's investment objectives. For example, the Portfolio
 may engage in a variety of investment management practices such as buying and
 selling derivatives, including stock index futures contracts and call and put
 options.

 When market or financial conditions warrant, the Portfolio may invest up to
 100% of its assets in debt securities, preferred stocks or other 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 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.

 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>

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

 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 which follows illustrates the Portfolio's annual total return
 for 1998, the Portfolio's first full year of operations. The table which
 follows 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 related expenses and if
 reflected the
 results would be reduced. The inception date for the
     Portfolio is May 1, 1997.

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

                                      1998

                                     12.75%

                Best quarter:                       Worst quarter:
                16.49% (1998 4th Quarter)           (10.58)% (1998 3rd Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                    SINCE
                                     ONE YEAR     INCEPTION
- -------------------------------------------------------------------------------
 EQ/Putnam Growth & Income Value
 Portfolio                             12.75%       17.56%
 S&P 500 Index*                        28.58%       31.63%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."


 WHO MANAGES THE PORTFOLIO

 PUTNAM INVESTMENT MANAGEMENT, INC.: ("Putnam Management"), One Post Office
 Square, Boston, MA 02109. Putnam Management has been the Adviser to the
 Portfolio since the Portfolio commenced operations. Putnam Management has been
 managing mutual funds since 1937. Putnam Management is a subsidiary of Putnam
 Investments, Inc., which is itself a subsidiary of Marsh & McLennan Companies,
 Inc.

 ANTHONY I. KREISEL: is the Portfolio Manager responsible for the day to day
 management of the Portfolio since it commenced operations. Mr. Kreisel has
 been employed by Putnam Management as either a portfolio manager or analyst
 since 1986.


                                    __________________________ EQ Advisors Trust
<PAGE>

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

 EQ/PUTNAM INTERNATIONAL EQUITY
 PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks capital appreciation.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in equity securities of companies in a number
 of different countries. Such equity securities normally include common stocks,
 preferred stocks, securities convertible into common or preferred stocks and
 warrants. Under normal market circumstances, a majority of the Portfolio's
 assets will be invested in companies located in at least three different
 countries outside the United States. The countries in which the Portfolio may
 invest include emerging market countries.

 The Portfolio considers the following to be an issuer of securities located in
 a country other than the U.S.:

 o companies organized under the laws of a country other than the U.S. with a
   principal office outside the U.S., or

 o companies that earn 50% or more of their total revenues from business
   outside the U.S.

 The Portfolio may engage in a variety of transactions using "derivatives,"
 such as futures, options, warrants, forward and swap contracts on both
 securities and currencies.

 The Portfolio will not limit its investments to any particular type of
 company. The Portfolio may invest in companies of any size whose earnings the
 Adviser believes to be in a relatively strong growth trend or whose securities
 the Adviser considers to be undervalued.

 The Adviser considers, among other things, a company's financial strength,
 competitive position in its industry and projected future earnings and
 dividends when deciding whether to buy or sell investments. When market or
 financial conditions warrant, the Portfolio may invest, without limitation, in
 securities of any kind, including securities traded primarily in U.S. markets,
 cash and money market instruments for temporary or defensive purposes. Such
 investment strategies are inconsistent with the Portfolio's investment
 objectives and could result in the Portfolio not achieving its investment
 objective.

 THE PRINCIPAL RISKS

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

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

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

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

<PAGE>

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

    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.

 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.

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

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

 PORTFOLIO PERFORMANCE

 The bar chart which follows illustrates the Portfolio's annual total return
 for 1998, the Portfolio's first full year of operations. The table which
 follows 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 related expenses and if
 reflected the results would be reduced. The inception date for the Portfolio is
 May 1, 1997.


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

                                      1998

                                     19.51%

                Best quarter:                       Worst quarter:
                22.16% (1998 4th Quarter)           (18.48)% (1998 3rd Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                              SINCE
                                               ONE YEAR     INCEPTION
- -------------------------------------------------------------------------------
 EQ/Putnam International Equity Portfolio        19.51%       17.52%
 S&P 500 Index*                                  20.00%       13.43%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."


 WHO MANAGES THE PORTFOLIO

 PUTNAM INVESTMENT MANAGEMENT, INC. ("Putnam Management"), One Post Office
 Square, Boston, MA 02109. Putnam Management has been the Adviser to the
 Portfolio since the Portfolio commenced operations. Putnam Management has been
 managing mutual funds since 1937. Putnam Management is a subsidiary of Putnam
 Investments, Inc.


                                       _______________________ EQ Advisors Trust
<PAGE>

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

 The Portfolio Managers, responsible for the day to day management of the
 Portfolio since the inception of the Portfolio, are JUSTIN SCOTT, a Managing
 Director, who has been with Putnam Management as an investment professional*
 since 1988 and OMID KAMSHAD, a Managing Director, who has been employed as an
 investment professional* by Putnam Management since 1996. Prior to January
 1996, he was a Director of Investments at Lombard Odier International
 Portfolio Management Limited and prior to April 1995, he was Director at
 Baring Asset Management Company. (*Investment professional means that the
 manager was either a portfolio manager or analyst.)


<PAGE>

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

 EQ/PUTNAM INVESTORS GROWTH PORTFOLIO

 INVESTMENT OBJECTIVE: Seeks long-term growth of capital and any increased
 income that results from this growth.

 THE INVESTMENT STRATEGY

 The Portfolio invests primarily in common stocks of companies with market
 capitalizations of $2 billion or more. The Adviser gives consideration to
 growth potential rather than to dividend income. The Portfolio may purchase
 securities of medium-sized companies having a proprietary product or
 profitable market niches and the potential to grow very rapidly.

 The Adviser invests mostly in "growth" stocks whose earnings the Adviser
 believes are likely to grow faster than the economy as a whole. The Adviser
 evaluates a company's future earnings potential and dividends, financial
 strength, working assets and competitive position in its industry.

 Although the Portfolio invests primarily in U.S. stocks, the Portfolio may
 invest without limit in securities of foreign issuers that are traded in U.S.
 public markets. It may also, to a lesser extent, invest in securities of
 foreign issuers that are not traded in U.S. public markets.

 The Portfolio may also engage in a variety of transactions involving
 derivatives, such as futures, options, warrants and swaps and may also invest
 in convertible securities, preferred stocks and debt securities.

 When market or financial conditions warrant, the Portfolio may invest without
 limit in debt securities, preferred stocks, United States Government and
 agency obligations, cash or money market instruments, or any other 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:
  

 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.

 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


                                      ________________________ EQ Advisors Trust
<PAGE>

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

 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 which follows illustrates the Portfolio's annual total return
 for 1998, the Portfolio's first full year of operations. The table which
 follows 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 related expenses and if
 reflected the results would be reduced. The inception date for the Portfolio is
 May 1, 1997.


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

 
                                      1998

                                     36.27%

                Best quarter:                       Worst quarter:
                25.29% (1998 4th Quarter)           (11.25)% (1998 3rd Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                          SINCE
                                           ONE YEAR     INCEPTION
- -------------------------------------------------------------------------------
 EQ/Putnam Investors Growth Portfolio        36.27%       37.34%
 S&P 500 Index*                              28.58%       31.63%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."


 WHO MANAGES THE PORTFOLIO

 PUTNAM INVESTMENT MANAGEMENT, INC.: ("Putnam Management"), One Post Office
 Square, Boston, MA 02109. Putnam Management has been the Adviser to the
 Portfolio since the Portfolio commenced operations. Putnam Management has been
 managing mutual funds since 1937. Putnam Management is a subsidiary of Putnam
 Investments, Inc., which is itself a subsidiary of Marsh & McLennan Companies,
 Inc.

 The Portfolio Managers, responsible for the day to day management of the
 Portfolio since its inception, are:
 C. BETH COTNER, who has been employed by Putnam Management as an investment
 professional* since 1995, and prior to 1995, was a Portfolio Manager and
 Executive

<PAGE>

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

 Vice President of Kemper Financial Services; RICHARD B. ENGLAND, who has been
 employed by Putnam Management as an investment professional* since 1992; and
 MANUAL WEISS HERRERRO, who has been employed by Putnam Management as
 investment professional* since 1987. (*Investment professional means that the
 manager was either a portfolio manager or analyst.)




















                            ________________________ EQ Advisors Trust EQ/Putnam
<PAGE>

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

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

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

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


   Duration is a measure of the weighted average maturity of the bonds held by
   the Portfolio and can be used by the Adviser as a measure of the
   sensitivity of the market value of the Portfolio to changes in interest
   rates. Generally, the longer the duration of the Portfolio, the more
   sensitive its market value will be to changes in interest rates.
     
 The Portfolio may also invest up to 25% of its assets in securities of foreign
 issuers, including up to 20% of its assets in debt securities denominated in
 currencies of developed foreign countries.

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

 THE PRINCIPAL RISKS

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

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

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

 MORTGAGE-BACKED SECURITIES RISK: Rising interest  rates may cause the
 duration of mortgage-backed  securities to increase. Falling interest rates
 may cause the  value and yield of mortgage-backed securities to fall.  Falling
 interest rates also may encourage borrowers to  pay off their mortgages sooner
 than anticipated


<PAGE>

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

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

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

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

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

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

 PORTFOLIO PERFORMANCE

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

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


                                      1998

                                     9.02%

 Best quarter:                       Worst quarter:
 4.72% (1998 3rd Quarter)            0.21% (1998 4th Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                      SINCE
                                       ONE YEAR     INCEPTION
- -------------------------------------------------------------------------------
 JPM Core Bond Portfolio                  9.02%        9.02%
 Salomon Brothers Broad Investment
- -------------------------------------------------------------------------------
 Grade Bond Index*                        8.72%        8.72%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."


     WHO MANAGES THE PORTFOLIO

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


                                 _____________________________ EQ Advisors Trust
<PAGE>

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

 endowments, as well as many of the largest corporate retirements plans in the
 nation.

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


<PAGE>

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

 LAZARD LARGE CAP VALUE PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

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

     o low price to earnings ratios

     o high yield

     o unrecognized assets

     o the possibility of management change, and/or

     o the prospect of improved profitability.

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

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

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

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

 THE PRINCIPAL RISKS

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

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

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

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


                                       _______________________ EQ Advisors Trust
<PAGE>

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

 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 which follows illustrates the Portfolio's average annual total
 return for 1998, the Portfolio's first year of existence. The table which
 follows 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 related expenses and if
 reflected the results would be reduced. The Portfolio's inception date was
 January 1, 1998.


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

                                      1998

                                     20.01%

                Best quarter:                       Worst quarter:
                23.34% (1998 4th Quarter)           (13.43)% (1998 3rd Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                      SINCE
                                       ONE YEAR     INCEPTION
- -------------------------------------------------------------------------------
 Lazard Large Cap Value Portfolio        20.01%       20.01%
- -------------------------------------------------------------------------------
 S&P 500 Index*                          25.58%       28.58%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."

 WHO MANAGES THE PORTFOLIO

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

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


<PAGE>

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

 LAZARD SMALL CAP VALUE PORTFOLIO

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

 THE INVESTMENT STRATEGY

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


   For more information on The Russell 2000, see
   the preceding section "The Benchmarks".
     
   A Portfolio may be considered to be "non-diversified" for federal
   securities law purposes because it invests in a limited number of
   securities. In all cases, the Portfolio intends to be diversified for tax
   purposes so that it can qualify as a regulated investment company.
     
 In selecting investments for the Portfolio, the Adviser looks for equity
 securities of companies that have one or more of the following
 characteristics: (i) are undervalued relative to their earnings, cash flow or
 asset values; (ii) have an attractive price/value relationship with
 expectations that some catalyst will cause the perception of value to change
 within two years; (iii) are out of favor due to circumstances which are
 unlikely to harm the company's franchise or earnings power; (iv) have low
 projected price to earnings or price-to-cash flow multiples; (v) have the
 potential to become a larger factor in the company's business; (vi) have
 significant debt but have high levels of free cash flow; and (vii) have a
 relatively short corporate history with the expectation that the business may
 grow.

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

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

 THE PRINCIPAL RISKS

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

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

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


                                        ______________________ EQ Advisors Trust
<PAGE>

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

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

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

 PORTFOLIO PERFORMANCE

 The bar chart which follows illustrates the Portfolio's annual total return
 for 1998, the Portfolio's first year of existence. The table which follows
 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 related expenses and if reflected
 the results would be reduced. The Portfolio's inception date was
     January 1, 1998.

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

                                      1998

                                     (7.03)%

                Best quarter:                       Worst quarter:
                15.78% (1998 4th Quarter)           (20.10)% (1998 3rd Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                          SINCE
                                         ONE YEAR       INCEPTION
- -------------------------------------------------------------------------------
 Lazard Small Cap Value Portfolio          (7.03)%         (7.03)%
 Russell 2000 Index*                       (2.54)%         (2.54)%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."


 WHO MANAGES THE PORTFOLIO

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

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

<PAGE>

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

 MFS EMERGING GROWTH COMPANIES PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

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

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

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

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

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

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

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

 THE PRINCIPAL RISKS

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

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

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

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


                                         _____________________ EQ Advisors Trust
<PAGE>

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

 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 which follows illustrates the Portfolio's annual total return
 for 1998, the Portfolio's first full year of operations. The table which
 follows 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 related expenses and if
 reflected the results would be reduced. The inception date for the Portfolio
 is May 1, 1997.

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

                                      1998

                                     34.57%

                Best quarter:                       Worst quarter:
                26.70% (1998 4th Quarter)           (12.69)% (1998 3rd Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                     SINCE
                                    ONE YEAR       INCEPTION
- -------------------------------------------------------------------------------
 MFS Emerging Growth Companies
 Portfolio                            34.57%          34.81%
- -------------------------------------------------------------------------------
 Russell 2000 Index*                  (2.54)%        (14.53)%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."


 WHO MANAGES THE PORTFOLIO

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

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


<PAGE>

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

 MFS GROWTH WITH INCOME PORTFOLIO

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


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

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

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

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

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

 THE PRINCIPAL RISKS

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

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

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

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


                                    __________________________ EQ Advisors Trust
<PAGE>

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

 PORTFOLIO PERFORMANCE

 The inception date for this Portfolio is January 1, 1999. Therefore, no prior
 performance information is available.

 WHO MANAGES THE PORTFOLIO

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

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


<PAGE>

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

 MFS RESEARCH PORTFOLIO

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

 THE INVESTMENT STRATEGY

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

  o favorable prospects for long-term growth,

  o attractive valuations based on current and expected earnings or cash flow,
      
  o dominant or growing market share, and

  o superior management.

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

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

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

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

 THE PRINCIPAL RISKS

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

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

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

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


                                       _______________________ EQ Advisors Trust
<PAGE>

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

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

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

 PORTFOLIO PERFORMANCE

 The bar chart which follows illustrates the Portfolio's annual total return
 for 1998, the Portfolio's first full year of operations. The table which
 follows 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 related expenses and if
 reflected the results would be reduced. The inception date for the Portfolio is
 May 1, 1997.

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

 
                                      1998

                                     24.11%

                Best quarter:                       Worst quarter:
                21.36% (1998 4th Quarter)           (17.35)% (1997 4th Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                            SINCE
                             ONE YEAR     INCEPTION
- -------------------------------------------------------------------------------
 MFS Research Portfolio        24.11%       24.41%
- -------------------------------------------------------------------------------
 S&P 500 Index*                28.58%       31.63%
- -------------------------------------------------------------------------------
* 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


<PAGE>

                                                                      ----------
                                                                          47
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 of MFS. The committee allocates the Portfolio's assets among various
 industries. Individual analysts then select what they view as the securities
 best suited to achieve the Portfolio's investment objective within their
 assigned industry responsibility.




































                                   ___________________________ EQ Advisors Trust
<PAGE>

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

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

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


   A Portfolio may be considered to be "non-diversified" for federal
   securities law purposes because it invests in a limited number of
   securities. In all cases, the Portfolio intends to be diversified for tax
   purposes so that it can qualify as a regulated investment company.
     
   For purposes of this Portfolio, an emerging market country security is
   defined as a security of an issuer having one or more of the following
   characteristics:
   o Its principal securities trading market is in an emerging market country;
       
   o alone or on a consolidated basis, at least 50% of its revenues are
      derived from goods produced, sales made or services performed in emerging
      market countries; and
   o it is organized under the laws of or has a principal office in an
      emerging market country.
     

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


   In a "top-down" approach, country allocations are made based on forecasts
   of stock market trends. In a "bottom-up" approach, securities are reviewed
   and chosen individually.
     
 The Portfolio may invest to a lesser extent in corporate or government-issued
 or guaranteed debt securities of emerging markets countries, including debt
 securities that are rated or considered to be below investment grade ("junk
 bonds"). The Portfolio also may, to a lesser extent, invest in equity or debt
 securities (including "junk bonds") of corporate or governmental issuers
 located in industrialized countries, foreign currency or investment funds and
 supranational entities such as the World Bank. In addition, the Portfolio may
 utilize forward foreign currency contracts, options and futures contracts and
 swap transactions.

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

 THE PRINCIPAL RISKS

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

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


<PAGE>

                                                                      ----------
                                                                          49
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 may take more time for trades to clear and settle. In addition, foreign
 investments can be adversely affected by: unfavorable currency exchange rates
 (relative to the U.S. dollar for securities denominated in a foreign
 currencies); inadequate or inaccurate information about foreign companies;
 higher transaction, brokerage and custody costs; adverse changes in foreign
 economic and tax policies; and foreign government instability, war or other
 adverse political or economic actions. Other specific risks of investing in
 foreign securities include:

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

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

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

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

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

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

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

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


                                   ___________________________ EQ Advisors Trust
<PAGE>

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

 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 which follows illustrates the Portfolio's annual total return
 for 1998, the Portfolio's first full year of operations. The table which
 follows 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 related expenses and if
 reflected the results would be reduced. The inception date for the Portfolio
 is August 20, 1997.


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

                                      1998

                                    (27.10)%

               Best quarter:                       Worst quarter:
               14.56% (1998 4th Quarter)           (22.14)% (1998 2nd Quarter)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
                                                          SINCE
                                       ONE YEAR         INCEPTION
- -------------------------------------------------------------------------------
 Morgan Stanley Emerging Markets
 Equity Portfolio                        (27.10)%         (32.69)%
- -------------------------------------------------------------------------------
 MSCI Emerging Markets Free*             (25.34)%         (28.92)%
- -------------------------------------------------------------------------------
* For more information on this index, see the preceding section "The
  Benchmarks."


 WHO MANAGES THE PORTFOLIO

 MORGAN STANLEY ASSET MANAGEMENT ("MSAM"), 1221 Avenue of the Americas, New
 York, NY 10020. MSAM has been the Adviser to the Portfolio since the Portfolio
 commenced operations. MSAM conducts a worldwide investment management
 business, providing a broad range of portfolio management services to
 customers in the United States and abroad. MSAM serves as an investment
 adviser to numerous open-end and closed-end investment companies. On December
 1, 1998, Morgan Stanley Asset Management Inc. changed its name to Morgan
 Stanley Dean Witter Investment Management Inc. but continues to do business in
 certain instances using the name Morgan Stanley Asset Management.

<PAGE>

                                                                      ----------
                                                                          51
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 The Portfolio Managers, responsible for the day to day management of the
 Portfolio since the Portfolio commenced operations, are: ROBERT MEYER, a
 Managing Director of MSAM and Morgan Stanley & Co. Incorporated, who is head
 of MSAM's Emerging Markets Equity Group and who joined MSAM in 1989; and ANDY
 SKOV, a Principal of MSAM and Morgan Stanley & Co. Incorporated who joined
 MSAM in 1994.





























                                   ___________________________ EQ Advisors Trust
<PAGE>

3 More information on principal risks





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

 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>

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

 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. Like bonds, 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,
    which involve a promise by a third party to honor an obligation to the
    Portfolio. Credit risk is particularly significant for the Portfolios that
    invest a portion of their assets in "junk bonds" or lower-rated
    securities.

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


                                 _____________________________ EQ Advisors Trust
<PAGE>

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

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

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

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

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

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

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

<PAGE>

                                                                      ----------
                                                                           55
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    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 invest in securities issued by European
    issuers. On January 1, 1999, 11 of the 15 member states of the European
    Monetary Union ("EMU") introduced the "Euro" as a common currency. During
    a three-year transitional period, the Euro will coexist with each
    participating state's currency and, on July 1, 2002, the Euro is expected
    to become the sole currency of the participating states. The introduction
    of the Euro will result in the redenomination of European debt and equity
    securities over a period of time, which may result in various legal and
    accounting differences and/or tax treatments that otherwise would not
    likely occur. During this period, the creation and implementation of
    suitable clearing and settlement systems and other operational problems
    may cause market disruptions that could adversely affect investments
    quoted in the Euro.

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

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

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

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

 GROWTH INVESTING RISK: Growth investing generally focuses on companies that,
 due to their strong earnings and revenue potential, offer above-average
 prospects for capital growth, with less emphasis on dividend income. Earnings
 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.


                                       _______________________ EQ Advisors Trust
<PAGE>

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

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

 LEVERAGING RISK: When a Portfolio is borrowing money or otherwise leveraging
 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.

 NON-DIVERSIFICATION RISK: The Lazard Small Cap Value and Morgan Stanley
 Emerging Markets Equity Portfolios are classified as "non-diversified"
 investment companies, which means that the proportion of each Portfolio's
 assets that may be invested in the securities of a single issuer is not
 limited by the 1940 Act. Since a relatively high percentage of each
 non-diversified Portfolio's assets may be invested in the securities of a
 limited number of issuers, some of which may be within the same industry, the
 securities of each Portfolio may be more sensitive to changes in the market
 value of a single issuer or industry. The use of such a focused investment
 strategy may increase the volatility of a Portfolio's investment performance,
 as the Portfolio may be more susceptible to risks associated with a single
 economic, political or regulatory event than a diversified portfolio. If the
 securities in which the Portfolio invests perform poorly, the Portfolio could
 incur greater losses than it would have had it been invested in a greater
 number of securities. However to qualify as a regulated investment company
 ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code") and
 receive pass through tax treatment, each Portfolio at the close of each fiscal
 quarter, may not have more than 25% of its total assets invested in the
 securities of any one issuer (excluding U.S. Government obligations) and with
 respect to 50% of its assets, (i) may not have more than 5% of its total
 assets invested in the securities of any one issuer and (ii) may not own more
 than 10% of the outstanding voting securities of any one issuer. Each
 non-diversified Portfolio intends to qualify as a RIC.

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

 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


<PAGE>

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

 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 are those of 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





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

 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 twenty-five 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., 1290 Avenue of the Americas, New York, New
 York 10104, serves as the Manager of the Trust, 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 is an investment adviser registered under the 1940 Act and a
 broker-dealer registered under the Securities Exchange Act of 1934, as
 amended. EQ Financial Consultants, Inc. is a wholly-owned subsidiary of
 Equitable. During 1999, the Manager plans to change its name to AXA Advisors,
 Inc.


<PAGE>

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

 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


- ----------------------------------------------------------
                                   ANNUAL        RATE OF
                                    RATE          FEES
PORTFOLIOS                        RECEIVED       WAIVED
- ----------------------------------------------------------
 BT Equity 500 Index                0.00%         0.25%
 BT International Equity Index      0.00%         0.35%
 BT Small Company Index             0.00%         0.25%
 EQ/Putnam Growth & Income          0.36%         0.19%
   Value
 EQ/Putnam International Equity     0.44%         0.26%
 EQ/Putnam Investors Growth         0.31%         0.24%
 JPM Core Bond                      0.05%         0.40%
 Lazard Large Cap Value             0.21%         0.34%
 Lazard Small Cap Value             0.62%         0.18%
 MFS Emerging Growth                0.36%         0.19%
   Companies
 MFS Research                       0.35%         0.20%
 Morgan Stanley Emerging            0.33%         0.82%
   Markets Equity
- ----------------------------------------------------------

   

 The five (5) Portfolios listed in the table below did not commence operations
 during 1998. The table below shows the annual rate of the management fees (as
 a percentage of each Portfolio's average daily net assets) that the Manager is
 entitled to receive in 1999 for managing each of these Portfolios.


ANNUAL RATE OF MANAGEMENT FEES


- ----------------------------------------------------------
 PORTFOLIOS                              ANNUAL RATE
- ----------------------------------------------------------
 Capital Guardian International            0.75%
 Capital Guardian Research                 0.65%
 Capital Guardian U.S. Equity              0.65%
 EQ/Alliance Premier Growth                0.90%
 MFS Growth with Income                    0.55%
- ----------------------------------------------------------

 EXPENSE LIMITATION AGREEMENT

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


                                   ___________________________ EQ Advisors Trust
<PAGE>

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

 MANAGEMENT EXPENSE LIMITATION FEES


- ----------------------------------------------------------
                                        AMOUNT EXPENSES
                                      LIMITED TO (% OF
 PORTFOLIOS                           DAILY NET ASSETS)
- ----------------------------------------------------------
 BT Equity 500 Index                         0.30%
 BT International Equity Index               0.55%
 BT Small Company Index                      0.35%
 Capital Guardian International              0.95%
 Capital Guardian Research                   0.70%
 Capital Guardian U.S. Equity                0.70%
 EQ/Alliance Premier Growth                  0.90%
 EQ/Putnam Growth & Income Value             0.60%
 EQ/Putnam International Equity              0.95%
 EQ/Putnam Investors Growth                  0.60%
 JPM Core Bond                               0.55%
 Lazard Large Cap Value                      0.65%
 Lazard Small Cap Value                      0.95%
 MFS Emerging Growth Companies               0.60%
 MFS Growth with Income                      0.60%
 MFS Research                                0.60%
 Morgan Stanley Emerging Markets
   Equity Portfolio                          1.50%
- ----------------------------------------------------------

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

 THE 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 from the SEC that permits the
 Manager, subject to certain conditions, including 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 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
  

<PAGE>

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

 Trust assets reach $2.0 billion, and when the total Trust assets exceed $2.0
 billion: .0425 of 1% of the next $0.5 billion of the total Trust assets; .035
 of 1% of the next $2.0 billion of the total Trust assets; .025 of 1% of
 the next $1.0 billion of the total Trust assets; .015 of 1% of the next $2.5 
 billion of the total Trust assets; .01 of 1% of the total Trust assets in 
 excess of $8.0 billion; provided, however, that the annual fee payable to Chase
 with respect to any Portfolio which commenced operations after July 1, 1997 and
 whose assets do not exceed $200 million shall be computed at the annual rate of
 .0525% of 1% of the Portfolio's total assets plus $25,000.


 THE TRANSFER AGENT

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


 BROKERAGE PRACTICES

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

 BROKERAGE TRANSACTIONS WITH AFFILIATES

 To the extent permitted by law, the Trust may engage in securities and other
 transactions with entities that may be affiliated with the Manager or the
 Advisers. The 1940 Act generally prohibits the Trust from engaging in
 principal securities transactions with an affiliate of the Manager or Advisers
 unless pursuant to an exemptive order from the SEC. For these purposes,
 however, the Trust has considered this issue and believes 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





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

 The Trust offers two classes of shares on behalf of each Portfolio: Class IA
 shares and Class IB shares. EQ Financial Consultants, Inc., the Trust's
 Manager, 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. 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.

 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



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

 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 is closed for trading.

 Foreign securities (other than depositary receipts) are valued at the close of
 business in the applicable foreign country. Consequently, 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.

 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


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

 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 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 dollars equivalents at
   current exchange rates.

 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





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

 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





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

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

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

 Composite performance data relating to the historical performance of
 institutional private accounts managed by the relevant Adviser was calculated
 on a total return basis and includes all losses. (As specified below, this
 composite performance data is provided only for the J.P. Morgan Active Fixed
 Income Composite). The total returns for the J.P. Morgan Active Fixed Income
 Composite ("Composite") reflect the deduction of investment advisory fees,
 brokerage commissions and execution costs paid by J.P. Morgan's institutional
 private accounts, without provision for federal or state income taxes.
 Custodial fees, if any, were not included in the calculation. The Composite
 includes all actual, fee-paying, discretionary institutional private accounts
 managed by J.P. Morgan that have investment objectives, policies, strategies
 and risks substantially similar to those of the relevant Portfolio. Securities
 transactions are accounted for on the trade date and accrual accounting is
 utilized. Cash and equivalents are included in performance returns. The
 institutional private accounts that are included in the Composite are not
 subject to the same types of expenses to which the relevant Portfolio is
 subject or to the diversification requirements, specific tax restrictions and
 investment limitations imposed on the Portfolio by the 1940 Act or Subchapter
 M of the Internal Revenue Code. Consequently, the performance results for the
 Composite could have been adversely affected if the institutional private
 accounts included in the Composite had been regulated as investment companies
 under the federal securities laws.

 The major difference between the SEC prescribed calculation of average annual
 total returns for registered investment companies or (series thereof) and
 total returns for composite performance is that average annual total returns
 reflects all fees and charges applicable to the registered investment company
 in question and the total return calculation for the Composite reflects only
 those fees and charges described in the paragraph directly above.

 The performance results for the registered investment companies or Composite
 presented below are subject to 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
 Portfolio below will be subject to charges and expenses relating to such
 insurance contracts. The performance results presented above 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>

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

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

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



<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                   1           5           10        Since      Inception
 OTHER FUND OR ACCOUNT MANAGED BY ADVISER (EQAT Portfolio)       Year       Years       Years     Inception      Date
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>         <C>         <C>
Benchmark
- -------------------------------------------------------------------------------------------------------------------------
 ALLIANCE PREMIER GROWTH FUND, INC. - ADVISOR CLASS9 (EQ/ALLIANCE PREMIER GROWTH PORTFOLIO)
                                                                49.85%       N/A         N/A         42.97%     10/1/96
- -------------------------------------------------------------------------------------------------------------------------
S&P 500 Index                                                   28.60%       N/A         N/A         21.60%
- -------------------------------------------------------------------------------------------------------------------------
 BT ADVISORS FUNDS - EAFE EQUITY INDEX FUND - INSTITUTIONAL CLASS (BT INTERNATIONAL EQUITY INDEX PORTFOLIO)
- -------------------------------------------------------------------------------------------------------------------------
                                                                19.81%       N/A         N/A          9.69%     1/24/96
- -------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index5                                                20.00%       N/A         N/A          9.70%
- -------------------------------------------------------------------------------------------------------------------------
 BT ADVISORS FUNDS - SMALL CAP INDEX FUND-INSTITUTIONAL CLASS (BT SMALL COMPANY INDEX PORTFOLIO)
                                                                (2.60)%      N/A         N/A         11.58%     7/10/96
- -------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index4                                             (2.54)%      N/A         N/A         11.85%
- -------------------------------------------------------------------------------------------------------------------------
 BT INSTITUTIONAL FUNDS - EQUITY 500 INDEX FUND - INSTITUTIONAL CLASS (BT EQUITY 500 INDEX PORTFOLIO)
                                                                28.75%       24.05%      N/A         21.56%    12/31/92
- -------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                  28.57%       24.06%      N/A         21.61%
- -------------------------------------------------------------------------------------------------------------------------
 CAPITAL GUARDIAN NON-U.S. EQUITY COMPOSITE (CAPITAL GUARDIAN INTERNATIONAL PORTFOLIO)
                                                                17.32%       11.62%      10.87%      15.00%    12/31/78
- -------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index                                                 19.97%        9.19%       5.53%      13.25%
- -------------------------------------------------------------------------------------------------------------------------
 CAPITAL GUARDIAN U.S. EQUITY COMPOSITE (CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO)
                                                                22.88%       22.27%      18.07%      13.71%    12/31/66
- -------------------------------------------------------------------------------------------------------------------------
S&P 500 Index                                                   28.58%       23.99%      19.12%      12.84%
- -------------------------------------------------------------------------------------------------------------------------
 CAPITAL GUARDIAN U.S. EQUITY RESEARCH PORTFOLIO - DIVERSIFIED COMPOSITE (CAPITAL GUARDIAN RESEARCH PORTFOLIO)
                                                                28.46%       24.53%      N/A         21.74%     3/31/93
- -------------------------------------------------------------------------------------------------------------------------
S&P 500 Index                                                   28.58%       23.99%      N/A         21.68%
- -------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN ACTIVE FIXED INCOME COMPOSITE (JPM CORE BOND PORTFOLIO)
                                                                 6.90%        7.20%       9.40%                 5/31/77
- -------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Broad Investment Grade Bond Index1              8.70%        7.30%       9.30%
- -------------------------------------------------------------------------------------------------------------------------
 THE LAZARD FUNDS, INC. - LAZARD EQUITY PORTFOLIO (LAZARD LARGE CAP VALUE PORTFOLIO)
                                                                17.31%       20.36%      16.83%                    6/87
- -------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                  28.57%       24.06%      19.21%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      ________________________ EQ Advisors Trust
<PAGE>

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


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                  1            5
 OTHER FUND OR ACCOUNT MANAGED BY ADVISER (EQAT Portfolio)                                      Year        Years
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>           <C>
 THE LAZARD FUNDS, INC. - LAZARD SMALL CAP PORTFOLIO (LAZARD SMALL CAP VALUE PORTFOLIO)
                                                                                               (12.62)%     11.45%
- -------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index4                                                                            ( 2.54)%     11.86%
- -------------------------------------------------------------------------------------------------------------------------
 MASSACHUSETTS INVESTORS TRUST2 (MFS GROWTH WITH INCOME PORTFOLIO)
                                                                                                22.95%      22.97%
- -------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                                                  28.57%      24.06%
- -------------------------------------------------------------------------------------------------------------------------
 MFS EMERGING GROWTH FUND6 (MFS EMERGING GROWTH COMPANIES PORTFOLIO)
                                                                                                23.56%      19.66%
- -------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index4                                                                            ( 2.54)%     11.86%
- -------------------------------------------------------------------------------------------------------------------------
 MFS RESEARCH FUND2, 6 (MFS RESEARCH PORTFOLIO)
                                                                                                22.92%      20.65%
- -------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                                                  28.57%      24.06%
- -------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY INSTITUTIONAL FUND, INC. - EMERGING MARKETS PORTFOLIO7 (MORGAN STANLEY EMERGING MARKETS
EQUITY PORTFOLIO)
                                                                                               (25.40)%     (8.20)%
- -------------------------------------------------------------------------------------------------------------------------
IFC Global Total Return Composite Index8                                                       (21.10)%     (8.70)%
- -------------------------------------------------------------------------------------------------------------------------
PUTNAM GROWTH & INCOME FUND II2 (EQ/PUTNAM GROWTH & INCOME VALUE PORTFOLIO)
                                                                                                12.46%      N/A
- -------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                                                  28.57%      N/A
- -------------------------------------------------------------------------------------------------------------------------
 PUTNAM INTERNATIONAL GROWTH FUND2 (EQ/PUTNAM INTERNATIONAL EQUITY PORTFOLIO)
                                                                                                18.95%      13.18%
- -------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index5                                                                                20.00%       9.19%
- -------------------------------------------------------------------------------------------------------------------------
PUTNAM INVESTORS FUND2 (EQ/PUTNAM INVESTORS GROWTH PORTFOLIO)
                                                                                                35.52%      24.12%
- -------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                                                  28.57%      24.06%
- -------------------------------------------------------------------------------------------------------------------------


<PAGE>

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                 10        Since      Inception
 OTHER FUND OR ACCOUNT MANAGED BY ADVISER (EQAT Portfolio)                                    Years     Inception       Date
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>         <C>         <C>
 THE LAZARD FUNDS, INC. - LAZARD SMALL CAP PORTFOLIO (LAZARD SMALL CAP VALUE PORTFOLIO)
                                                                                           N/A             16.10%      10/1/91
- -------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index4                                                                        N/A             13.89%
- -------------------------------------------------------------------------------------------------------------------------------
 MASSACHUSETTS INVESTORS TRUST2 (MFS GROWTH WITH INCOME PORTFOLIO)
                                                                                               19.15%                  7/15/24
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                                                 19.21%
- -------------------------------------------------------------------------------------------------------------------------------
MFS EMERGING GROWTH FUND6 (MFS EMERGING GROWTH COMPANIES PORTFOLIO)
                                                                                               22.94%                 12/29/86
- -------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index4                                                                            12.94%
- -------------------------------------------------------------------------------------------------------------------------------
MFS RESEARCH FUND 2, 6 (MFS RESEARCH PORTFOLIO)
                                                                                               18.44%                 10/13/71
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                                                 19.21%
- -------------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY INSTITUTIONAL FUND, INC. - EMERGING MARKETS PORTFOLIO7 (MORGAN STANLEY EMERGING MARKETS
EQUITY PORTFOLIO)
                                                                                           N/A              3.50%      9/25/92
- -------------------------------------------------------------------------------------------------------------------------------
IFC Global Total Return Composite Index8                                                   N/A              1.90%
- -------------------------------------------------------------------------------------------------------------------------------
 PUTNAM GROWTH & INCOME FUND II2 (EQ/PUTNAM GROWTH & INCOME VALUE PORTFOLIO)
                                                                                           N/A             N/A          1/5/95
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                                             N/A             30.51%
- -------------------------------------------------------------------------------------------------------------------------------
 PUTNAM INTERNATIONAL GROWTH FUND2 (EQ/PUTNAM INTERNATIONAL EQUITY PORTFOLIO)
                                                                                           N/A             N/A         2/28/91
- -------------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index5                                                                           N/A              7.58%
- -------------------------------------------------------------------------------------------------------------------------------
 PUTNAM INVESTORS FUND2 (EQ/PUTNAM INVESTORS GROWTH PORTFOLIO)
                                                                                               20.16%                  12/1/25
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index3                                                                                 19.21%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 1 The Salomon Brothers Broad Investment Grade Bond Index is an unmanaged,
   market-weighted index that contains approximately 4,700 individually priced
   investment grade bonds. The index does not include fees or operating
   expenses and is not available for actual investment.  
 2 Performance for the Class A shares. The Class A shares are in many instances
   subject to a front-end sales charge of up to 5.75%. Other share classes have
   different expenses and their performance will vary.
 3 The S&P 500 Index ("S&P 500") is an unmanaged index containing common stocks
   of 500 industrial, transportation, utility and financial companies,
   regarded as generally representative of the larger capitalization portion
   of the United States stock market. The S&P 500 reflects the reinvestment of
   income dividends and capital gain distributions, if any, but does not
   reflect fees, brokerage commissions, or other expenses of investing.
 4 The Russell 2000 Index is an unmanaged index (with no defined investment
   objective) composed of approximately 2,000 small-capitalization stocks and
   includes 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.
      

<PAGE>

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

 6 The results for the MFS Research Fund (Class A shares) and the MFS Emerging
   Growth Fund (Class B shares) do not reflect sales charges that may be
   imposed on the such shares.  
 7 Performance for the Class A shares of the Morgan Stanley Institutional Fund,
   Inc. - Emerging Markets Portfolio. The Class B shares of the Morgan Stanley 
   Institutional Fund, Inc. - Emerging Markets Portfolio are subject to a Rule 
   12b-1 fee equal to 0.25% of the Portfolio's assets. The expense ratio of 
   Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio has been
   capped at 1.75% since inception.
 8 The IFC Global Total Return Composite Index is an unmanaged index of common
   stocks and includes developing countries in Latin America, East and South
   Asia, Europe, the Middle East and Africa. The Index assumes dividends are
   reinvested. 

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


                                     _________________________ EQ Advisors Trust
<PAGE>

10 Financial Highlights





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

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



<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
                                                                   NET
                                                               REALIZED
                                                                  AND
                                                              UNREALIZED
                                                              GAIN (LOSS)
                                    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                            -            -             -
- -------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX PORTFOLIO
- -------------------------------------------------------------------------
 Class IB Dec. 31, 1998             $ 10.00       $ 0.08       $  1.92
- -------------------------------------------------------------------------
 Class IB Dec. 31, 1997                   -            -             -
- -------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998     $ 11.67       $ 0.03       $  0.31
- -------------------------------------------------------------------------
 BT SMALL COMPANY INDEX PORTFOLIO
- -------------------------------------------------------------------------
 Dec. 31, 1998                      $ 10.00       $ 0.07       $ (0.30)
- -------------------------------------------------------------------------
 Dec. 31, 1997                            -            -             -
- -------------------------------------------------------------------------
 EQ/PUTNAM GROWTH & INCOME VALUE PORTFOLIO
- -------------------------------------------------------------------------
 Dec. 31, 1998                      $ 11.52       $ 0.11       $  1.35
- -------------------------------------------------------------------------
 Dec. 31, 1997                      $ 10.00       $ 0.06       $  1.56
- -------------------------------------------------------------------------
 EQ/PUTNAM INTERNATIONAL EQUITY PORTFOLIO
- -------------------------------------------------------------------------
 Dec. 31, 1998                      $ 10.89       $ 0.05       $  2.07
- -------------------------------------------------------------------------
 Dec. 31, 1997                      $ 10.00       $ 0.03       $  0.93
- -------------------------------------------------------------------------
 EQ/PUTNAM INVESTORS GROWTH PORTFOLIO
- -------------------------------------------------------------------------
 Dec. 31, 1998                      $ 12.33       $ 0.01       $  4.46
- -------------------------------------------------------------------------
 Dec. 31, 1997                      $ 10.00       $ 0.02       $  2.45
- -------------------------------------------------------------------------
 JPM CORE BOND PORTFOLIO
- -------------------------------------------------------------------------
 Dec. 31, 1998                      $ 10.00       $ 0.21       $  0.70
- -------------------------------------------------------------------------
 Dec. 31, 1997                            -            -             -
- -------------------------------------------------------------------------


<PAGE>

<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                             -            -             -          -
- -------------------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX PORTFOLIO
- -------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998              $  2.00      $ (0.15)            -          -
- -------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                    -            -             -          -
- -------------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998      $  0.34      $ (0.17)            -          -
- -------------------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX PORTFOLIO
- -------------------------------------------------------------------------------------------
 Dec. 31, 1998                       $ (0.23)     $ (0.07)            -     $(0.13)
- -------------------------------------------------------------------------------------------
 Dec. 31, 1997                             -            -             -          -
- -------------------------------------------------------------------------------------------
 EQ/PUTNAM GROWTH & INCOME VALUE PORTFOLIO
- -------------------------------------------------------------------------------------------
 Dec. 31, 1998                       $  1.46      $ (0.11)            -          -
- -------------------------------------------------------------------------------------------
 Dec. 31, 1997                       $  1.62      $ (0.06)            -     $(0.01)
- -------------------------------------------------------------------------------------------
 EQ/PUTNAM INTERNATIONAL EQUITY PORTFOLIO
- -------------------------------------------------------------------------------------------
 Dec. 31, 1998                       $  2.12            -             -          -
- -------------------------------------------------------------------------------------------
 Dec. 31, 1997                       $  0.96      $ (0.02)            -     $(0.01)
- -------------------------------------------------------------------------------------------
 EQ/PUTNAM INVESTORS GROWTH PORTFOLIO
- -------------------------------------------------------------------------------------------
 Dec. 31, 1998                       $  4.47      $ (0.01)            -          -
- -------------------------------------------------------------------------------------------
 Dec. 31, 1997                       $  2.47      $ (0.03)            -     $(0.04)
- -------------------------------------------------------------------------------------------
 JPM CORE BOND PORTFOLIO
- -------------------------------------------------------------------------------------------
 Dec. 31, 1998                       $  0.91      $ (0.21)      $ (0.01)    $(0.11)
- -------------------------------------------------------------------------------------------
 Dec. 31, 1997                             -            -             -           -
- -------------------------------------------------------------------------------------------
</TABLE>

 
<PAGE>

                                                                          ------
                                                                            71
- --------------------------------------------------------------------------------

 

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
                                    DISTRIBUTIONS        TOTAL         NET ASSET
                                    IN EXCESS OF    DIVIDENDS AND   VALUE, END OF
                                   REALIZED GAINS   DISTRIBUTIONS       PERIOD
- ----------------------------------------------------------------------------------
<S>                               <C>              <C>             <C>
 BT EQUITY 500 INDEX PORTFOLIO
- ----------------------------------------------------------------------------------
 Dec. 31, 1998                              -          $ (0.06)        $ 12.45
- ----------------------------------------------------------------------------------
 Dec. 31, 1997                              -                -               -
- ----------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX PORTFOLIO
- ----------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                     -          $ (0.15)        $ 11.85
- ----------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                     -                -               -
- ----------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998             -          $ (0.17)        $ 11.84
- ----------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX PORTFOLIO
- ----------------------------------------------------------------------------------
 Dec. 31, 1998                        $ (0.01)         $ (0.21)        $  9.56
- ----------------------------------------------------------------------------------
 Dec. 31, 1997                              -                -               -
- ----------------------------------------------------------------------------------
 EQ/PUTNAM GROWTH & INCOME VALUE PORTFOLIO
- ----------------------------------------------------------------------------------
 Dec. 31, 1998                        $ (0.10)         $ (0.21)        $ 12.77
- ----------------------------------------------------------------------------------
 Dec. 31, 1997                        $ (0.03)         $ (0.10)        $ 11.52
- ----------------------------------------------------------------------------------
 EQ/PUTNAM INTERNATIONAL EQUITY PORTFOLIO
- ----------------------------------------------------------------------------------
 Dec. 31, 1998                              -                -         $ 13.01
- ----------------------------------------------------------------------------------
 Dec. 31, 1997                        $ (0.04)         $ (0.07)        $ 10.89
- ----------------------------------------------------------------------------------
 EQ/PUTNAM INVESTORS GROWTH PORTFOLIO
- ----------------------------------------------------------------------------------
 Dec. 31, 1998                              -          $ (0.01)        $ 16.79
- ----------------------------------------------------------------------------------
 Dec. 31, 1997                        $ (0.07)         $ (0.14)        $ 12.33
- ----------------------------------------------------------------------------------
 JPM CORE BOND PORTFOLIO
- ----------------------------------------------------------------------------------
 Dec. 31, 1998                        $ (0.01)         $ (0.34)        $ 10.57
- ----------------------------------------------------------------------------------
 Dec. 31, 1997                              -                -               -
- ----------------------------------------------------------------------------------

<PAGE>


<CAPTION>
- ---------------------------------------------------------------------------------------
                                                                         RATIO OF
                                                                       EXPENSES TO
                                                     NET ASSETS,       AVERAGE NET
                                    TOTAL RETURN   END OF PERIOD       ASSETS AFTER
                                        (B)           (000'S)         WAIVERS (A)(C)
- ---------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>
 BT EQUITY 500 INDEX PORTFOLIO
- ---------------------------------------------------------------------------------------
 Dec. 31, 1998                         25.14%         $224,247       0.55%
- ---------------------------------------------------------------------------------------
 Dec. 31, 1997                             -                 -          -
- ---------------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX PORTFOLIO
- ---------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                20.07%         $ 48,075       0.84%(1)
- ---------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                    -                 -          -
- ---------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998         2.94%(b)      $    735       0.59%(a)(1)
- ---------------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX PORTFOLIO
- ---------------------------------------------------------------------------------------
 Dec. 31, 1998                         (2.27)%        $ 32,609       0.60%
- ---------------------------------------------------------------------------------------
 Dec. 31, 1997                             -                 -          -
- ---------------------------------------------------------------------------------------
 EQ/PUTNAM GROWTH & INCOME VALUE PORTFOLIO
- ---------------------------------------------------------------------------------------
 Dec. 31, 1998                         12.75%         $460,744       0.85%
- ---------------------------------------------------------------------------------------
 Dec. 31, 1997                         16.23%         $150,260       0.85%
- ---------------------------------------------------------------------------------------
 EQ/PUTNAM INTERNATIONAL EQUITY PORTFOLIO
- ---------------------------------------------------------------------------------------
 Dec. 31, 1998                         19.51%         $143,721       1.20%
- ---------------------------------------------------------------------------------------
 Dec. 31, 1997                          9.58%         $ 55,178       1.20%
- ---------------------------------------------------------------------------------------
 EQ/PUTNAM INVESTORS GROWTH PORTFOLIO
- ---------------------------------------------------------------------------------------
 Dec. 31, 1998                         36.27%         $175,015       0.85%
- ---------------------------------------------------------------------------------------
 Dec. 31, 1997                         24.70%         $ 39,695       0.85%
- ---------------------------------------------------------------------------------------
 JPM CORE BOND PORTFOLIO
- ---------------------------------------------------------------------------------------
 Dec. 31, 1998                          9.02%         $103,326       0.80%
- ---------------------------------------------------------------------------------------
 Dec. 31, 1997                             -                 -          -
- ---------------------------------------------------------------------------------------
</TABLE>


                                ______________________________ EQ Advisors Trust
<PAGE>

- -----
  72
- --------------------------------------------------------------------------------


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


<PAGE>

                                                                           -----
                                                                             73
- --------------------------------------------------------------------------------


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

<PAGE>


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

 

                                   __________________________ EQ Advisors Trust
<PAGE>

- -----
  74
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                                                RATIO OF NET            RATIO OF NET
                                    RATIO OF EXPENSES TO   INVESTMENT INCOME TO    INVESTMENT INCOME TO
                                     AVERAGE NET ASSETS     AVERAGE NET ASSETS      AVERAGE NET ASSETS       PORTFOLIO
                                   BEFORE WAIVERS (A)(C)   AFTER WAIVERS (A)(C)   BEFORE WAIVERS (A)(C)   TURNOVER RATE
- -----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                     <C>                    <C>                     <C>
 **BT EQUITY 500 INDEX PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                              0.83%                  1.22%                   0.94%                 2%
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                                 -                      -                       -                -
- -----------------------------------------------------------------------------------------------------------------------
 **BT INTERNATIONAL EQUITY INDEX PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                     1.49%(1)               1.11%(1)                0.46%(1)              3%
- -----------------------------------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                        -                      -                       -                  -
- -----------------------------------------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998             1.24%(a)(1)            1.36%(a)(1)             0.71%(a)(1)           3%
- -----------------------------------------------------------------------------------------------------------------------
 **BT SMALL COMPANY INDEX PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                              1.81%                  1.18%                  (0.03)%               35%
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                                 -                      -                       -                  -
- -----------------------------------------------------------------------------------------------------------------------
 EQ/PUTNAM GROWTH & INCOME VALUE PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                              1.04%                  1.30%                   1.11%                74%
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                              1.75%                  1.67%                   0.77%                61%
- -----------------------------------------------------------------------------------------------------------------------
 EQ/PUTNAM INTERNATIONAL EQUITY PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                              1.46%                  0.64%                   0.38%                94%
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                              2.53%                  0.74%                  (0.59)%               43%
- -----------------------------------------------------------------------------------------------------------------------
 EQ/PUTNAM INVESTORS GROWTH PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                              1.09%                  0.14%                  (0.10)%               64%
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                              2.13%                  0.58%                  (0.70)%               47%
- -----------------------------------------------------------------------------------------------------------------------
 **JPM CORE BOND PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                              1.03%                  4.95%                   4.72%               428%
- -----------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                                 -                      -                       -                 -
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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


<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>
 **LAZARD LARGE CAP VALUE PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                             1.20%                     1.19%                   0.89%                37%
- -------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                                -                         -                       -                  -
- -------------------------------------------------------------------------------------------------------------------------
 **LAZARD SMALL CAP VALUE PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                             1.54%                     0.52%                   0.18%                21%
- -------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                                -                         -                       -                -
- -------------------------------------------------------------------------------------------------------------------------
 MFS EMERGING GROWTH COMPANIES PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1998                 1.04%(1)                    (0.30)%(1)              (0.49)%(1)            79%
- -------------------------------------------------------------------------------------------------------------------------
 Class IB Dec. 31, 1997                 1.82%(a)                     0.61%(a)               (0.36)%(a)           116%
- -------------------------------------------------------------------------------------------------------------------------
 Class IA Nov. 24-Dec. 31, 1998          79%(a)(1)                  (0.05)%(a)(1)           (0.24)%(a)(1)         79%
- -------------------------------------------------------------------------------------------------------------------------
 MFS RESEARCH PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                    1.05 %                             0.44%                   0.24%                73%
- -------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                         1.78%                         0.65%                  (0.28)%               51%
- -------------------------------------------------------------------------------------------------------------------------
 *MORGAN STANLEY EMERGING MARKETS EQUITY PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1998                         2.63%                         0.73%                  (0.09)%              114%
- -------------------------------------------------------------------------------------------------------------------------
 Dec. 31, 1997                         2.61%                         1.96%                   1.10%                25%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

+     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.


                                     _________________________ EQ Advisors Trust
<PAGE>

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

 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 May 1, 1999, is incorporated into this Prospectus by reference
 and is available upon request free of charge by calling our toll free number
 at 1-800-789-7771.

 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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