SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. [ ]

EQ ADVISORS TRUST
(Exact Name of Registrant as Specified in Charter)

1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(Address of Principal Executive Offices)

(212) 554-1234
(Registrant's Area Code and Telephone Number)

PETER D. NORIS
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(Name and Address of Agent for Service)

With copies to:

PATRICIA LOUIE ARTHUR J. BROWN
THE EQUITABLE LIFE ASSURANCE SOCIETY KIRKPATRICK & LOCKHART LLP
OF THE UNITED STATES 1800 MASSACHUSETTS AVE., N.W.
1290 AVENUE OF THE AMERICAS WASHINGTON, D.C. 20036
NEW YORK, NY 10104

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

Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.

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It is proposed that this Registration Statement will become effective on the
30th day after filing pursuant to Rule 488 under the Securities Act of 1933.

Title of securities being registered: Class IA and Class IB shares of beneficial
interest in the series of the Registrant designated EQ/Alliance International
Portfolio.

No filing fee is required because the registrant is relying on Section 24(f) of
the Investment Company Act of 1940, as amended, pursuant to which it has
previously registered an indefinite number of shares.

EQ ADVISORS TRUST

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following papers and documents:

Cover Sheet

Contents of Registration Statement

Letter to Shareholders

Notice of Special Meeting

Part A - Proxy Statement/Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Page

Exhibits

EQ ADVISORS TRUST
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104

March 25, 2003

Dear Equitable Client:

The net premiums or contributions you paid under your variable life
insurance policy or variable annuity contract or certificate ("Contract")
issued by The Equitable Life Assurance Society of the United States
("Equitable") have been allocated at your direction to the investment divisions
of a separate account or accounts of Equitable ("Separate Accounts"). The
Separate Account divisions invest in corresponding Portfolios of the EQ
Advisors Trust ("Trust"). As an owner of a Contract ("Contractowner") with
premiums or contributions allocated to EQ/International Equity Index Portfolio
("International Index Portfolio"), you are entitled to instruct Equitable as
the sole shareholder of record of all of the shares issued by International
Index Portfolio that are held in investment divisions of each Separate Account,
as to how it should vote on certain proposals to be considered at a Special
Meeting of Shareholders of International Index Portfolio of the Trust ("Special
Meeting").

Contractowners of International Index Portfolio will be asked to provide
voting instructions on a merger between that Portfolio and EQ/Alliance
International Portfolio ("Alliance International Portfolio").

Shares in each investment division of a Separate Account for which
Equitable receives no timely voting instructions from Contractowners will be
voted by Equitable for or against approval of the proposal, or as an
abstention, in the same proportion as the shares for which Contractowners
(other than Equitable) have provided voting instructions to Equitable.

IT IS VERY IMPORTANT THAT YOUR CONTRACT BE REPRESENTED. PLEASE PROMPTLY
MARK YOUR VOTING INSTRUCTIONS ON THE ENCLOSED VOTING INSTRUCTION CARD; THEN,
SIGN, DATE AND MAIL IT IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS REQUIRED IF
YOU MAIL YOUR VOTING INSTRUCTION CARD IN THE UNITED STATES. YOUR PROMPT
RESPONSE WILL HELP AVOID THE UNNECESSARY EXPENSE OF A FURTHER SOLICITATION OF
VOTING INSTRUCTIONS. YOU ALSO MAY PROVIDE VOTING INSTRUCTIONS BY PHONE AT (866)
241-6192, BY FAX AT (888) 796-9932, OR BY INTERNET AT OUR WEBSITE AT
HTTPS://VOTE.PROXY-DIRECT.COM.

Thank you for participating in this important process.

Sincerely,

Steven M. Joenk
President

EQ ADVISORS TRUST ("TRUST")

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
EQ/INTERNATIONAL EQUITY INDEX PORTFOLIO
SCHEDULED FOR [APRIL 23], 2003

A special meeting of the shareholders of EQ/International Equity Index
Portfolio ("International Index Portfolio") is scheduled to be held on [April
23], 2003 at 10:00 a.m., local time, at 1290 Avenue of the Americas, New York,
New York 10104 ("Special Meeting"). Owners of an Equitable variable life
insurance policy or variable annuity contract or certificate ("Contract") that
has been allocated to the investment divisions of a separate account or
accounts of Equitable ("Contractowners") that are invested in shares of
International Index Portfolio will be asked, as appropriate, to provide
Equitable with voting instructions on the following proposals:

1. Approval of a Plan of Reorganization and Termination providing for
the acquisition of all of the assets of International Index Portfolio by
the Trust's EQ/Alliance International Portfolio ("Alliance International
Portfolio") and the assumption of all liabilities of International Index
Portfolio by Alliance International Portfolio in exchange for shares of
Alliance International Portfolio and the subsequent liquidation of
International Index Portfolio;

2. To transact such other business as may properly come before the
Special Meeting or any adjournments thereof.

You should read both the Information Statement of Equitable and the Proxy
Statement/Prospectus of the Trust, attached to this notice, prior to completing
your voting instruction card. If you have any questions about the proposals or
the voting instruction card, please call .

The record date for determining Contractowners of the International Index
Portfolio entitled to notice of and entitled to vote at the Special Meeting or
any adjournment thereof has been fixed as the close of business on [March 6],
2003.

IT IS IMPORTANT THAT YOU RETURN YOUR VOTING INSTRUCTION CARD PROMPTLY.
CONTRACTOWNERS SHOULD PROVIDE THEIR VOTING INSTRUCTIONS TO EQUITABLE AS
OUTLINED AT THE END OF THIS PROSPECTUS/PROXY STATEMENT SO THAT THEIR SHARES MAY
BE REPRESENTED AT THE SPECIAL MEETING. YOUR PROMPT ATTENTION TO THE ENCLOSED
VOTING INSTRUCTION CARD WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION.

By order of the Board of Trustees,

Patricia Louie
Secretary of the Trust

New York, New York
March 25, 2003

THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES

INFORMATION STATEMENT
REGARDING A SPECIAL MEETING OF THE
SHAREHOLDERS OF THE
EQ/INTERNATIONAL EQUITY INDEX PORTFOLIO OF
EQ ADVISORS TRUST
TO BE HELD ON [APRIL 23], 2003

MARCH , 2003

GENERAL

This Information Statement is furnished by The Equitable Life Assurance
Society of the United States ("Equitable"), a New York stock life insurance
company, to owners of its variable life insurance policies and variable annuity
contracts or certificates ("Contractowners") who had net premiums or
contributions allocated to the investment divisions of Equitable's separate
accounts ("Separate Accounts") that are invested in shares of EQ/International
Equity Index Portfolio ("International Index Portfolio"), a separate series
("Portfolio") of EQ Advisors Trust, a registered investment company ("Trust")
as of [March 6], 2003 ("Record Date").

Equitable is required to offer Contractowners the opportunity to instruct
Equitable, as the owner of all the shares of International Index Portfolio held
by the Separate Accounts, as to how it should vote on the proposal to be
considered at the Special Meeting of Shareholders of International Index
Portfolio, referred to in the preceding Notice and at any adjournments
("Special Meeting"). The enclosed Proxy Statement/Prospectus, which you should
retain for future reference, sets forth concisely information about the
proposed merger of International Index Portfolio into EQ/Alliance International
Portfolio that a Contractowner should know before completing the enclosed
voting instruction card.

Equitable is a wholly-owned subsidiary of AXA Financial, Inc., itself a
wholly-owned subsidiary of AXA, a French insurance holding company. The
principal executive offices of AXA Financial, Inc. and Equitable are located at
1290 Avenue of the Americas, New York, New York 10104.

This Information Statement and the accompanying voting instruction card
are being mailed to Contractowners on or about March 25, 2003.

HOW TO INSTRUCT EQUITABLE

To instruct Equitable as to how to vote the shares of International Index
Portfolio ("Shares") held in the investment divisions of the Separate Accounts,
Contractowners are asked to promptly mark their voting instructions on the
enclosed voting instruction card; then sign, date and mail the voting
instruction card in the accompanying postage-paid envelope. Contractowners also
may provide voting instructions by phone at (866) 241-6192, by fax at (888)
796-9932 or by Internet at our website at https://vote.proxy-direct.com.

IF A VOTING INSTRUCTION CARD IS NOT MARKED TO INDICATE VOTING INSTRUCTIONS BUT
IS SIGNED, DATED AND RETURNED, IT WILL BE TREATED AS AN INSTRUCTION TO VOTE THE
SHARES IN FAVOR OF THE PROPOSAL.

The number of Shares held in the investment division of each Separate
Account corresponding to International Index Portfolio for which a
Contractowner may provide voting instructions was determined as of the Record
Date by dividing (i) a Contract's Account Value (minus any Contract
indebtedness) allocable to that investment division of each Separate Account by
(ii) the net asset value of one share of International Index Portfolio. At any
time prior to Equitable's voting at the Special Meeting, a Contractowner may
revoke his or her voting instruction card with respect to that investment
division by written notice, or proper telephone, fax or Internet instructions
to the Secretary of the Trust or by properly executing a later-dated voting
instruction card, or properly providing later telephone, fax or Internet
instructions.

HOW EQUITABLE WILL VOTE

Equitable will vote the shares for which Equitable receives timely voting
instructions from Contractowners in accordance with those instructions.
Equitable will vote shares attributable to contracts for which Equitable is the
Contractowner for the proposal. Shares in each investment division of a
Separate Account for which Equitable receives no timely voting instructions
from Contractowners, or that are attributable to amounts retained by Equitable
as surplus or seed money, will be voted by Equitable either for or against
approval of the proposal, or as an abstention, in the same proportion as the
shares for which Contractowners (other than Equitable) have provided voting
instructions to Equitable.

OTHER MATTERS

Equitable is not aware of any matters, other than the specified proposal,
to be acted on at the Special Meeting. If any other matters come before the
Special Meeting, Equitable will vote the Shares upon such matters in its
discretion. Voting instruction cards may be solicited by employees of Equitable
or its subsidiaries as well as officers and agents of the Trust. The principal
solicitation will be by mail but voting instructions may also be solicited by
telephone, personal interview or the Internet.

If the necessary quorum to transact business is not established or the
vote required to approve or reject each proposal is not obtained at the Special
Meeting, the persons named as proxies may propose one or more adjournments of
the Special Meeting in accordance with applicable law, to permit further
solicitation of voting instructions. The persons named as proxies will vote in
favor of such adjournment with respect to those voting instructions that have
been voted in favor of a proposal and will vote against any such adjournment
those voting instructions that have been voted against a proposal.

Patricia Louie, Vice President of Equitable

IT IS IMPORTANT THAT YOUR CONTRACT BE REPRESENTED. PLEASE PROMPTLY MARK YOUR
VOTING INSTRUCTIONS ON THE ENCLOSED VOTING INSTRUCTION CARD; THEN SIGN, DATE
AND MAIL THE VOTING INSTRUCTION CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
YOU MAY ALSO PROVIDE YOUR VOTING INSTRUCTIONS BY TELEPHONE AT (866) 241-6192,
BY FAX AT (888) 796-9932 OR BY INTERNET AT OUR WEBSITE AT
HTTPS://VOTE.PROXY-DIRECT.COM.

PROXY STATEMENT/PROSPECTUS
OF EQ ADVISORS TRUST

SPECIAL MEETING OF SHAREHOLDERS OF
EQ/INTERNATIONAL EQUITY INDEX PORTFOLIO OF
EQ ADVISORS TRUST

SCHEDULED FOR [APRIL 23], 2003

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ACQUISITION OF THE ASSETS AND
ASSUMPTION OF THE LIABILITIES OF: BY AND IN EXCHANGE FOR SHARES OF:
----------------------------------- ------------------------------------
EQ/International Equity Index
Portfolio ...................... EQ/Alliance International Portfolio

each a series ("Portfolio") of:
EQ Advisors Trust
1290 Avenue of the Americas
New York, NY 10104
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EQ Advisors Trust ("Trust") serves as an investment vehicle for use in
connection with variable life insurance contracts and variable annuity
certificates and contracts (collectively, "Contracts") issued by The Equitable
Life Assurance Society of the United States ("Equitable" or the "Shareholder").
Equitable holds Trust shares in separate accounts in which contributions and
premiums received under the Contracts are initially invested; these separate
accounts in turn purchase Trust shares, as described in the Trust's prospectus.
Owners of Contracts ("Contractowners") with amounts allocated to the Trust's
EQ/ International Equity Index Portfolio ("International Index Portfolio" or
"Acquired Portfolio") are being provided the opportunity to provide voting
instructions concerning the proposal contained in this Proxy
Statement/Prospectus.

This Proxy Statement/Prospectus is soliciting Contractowners with shares
allocated to International Index Portfolio to approve a Plan of Reorganization
and Termination ("Reorganization Plan") whereby the Acquired Portfolio will be
merged into EQ/Alliance International Portfolio ("Alliance International
Portfolio" or the "Acquiring Portfolio"). The Acquired Portfolio shares are
divided into two classes, designated Class IA and Class IB shares
(collectively, "Acquired Portfolio Shares"). The Acquiring Portfolio Shares
also are divided into two classes, also designated Class IA and Class IB shares
(collectively, "Acquiring Portfolio Shares").

The merger ("Reorganization") will work in the following manner:

o The Acquired Portfolio will transfer its assets to the Acquiring
Portfolio, which will assume the Acquired Portfolio's liabilities.

o The Acquiring Portfolio will issue the corresponding class of
Acquiring Portfolio Shares that will be credited to the Shareholder and
allocated to each Contractowner's account in an amount equal to the
value of the shares of his or her current Portfolio. Although the
number of shares allocated to you will likely change, the total value
of your investment will not change as a result of the Reorganization.

o You will not incur any sales loads or similar transaction charges as a
result of the Reorganization.

You are being asked to provide voting instructions concerning your
approval of the Reorganization Plan pursuant to which the Reorganization
transaction would be accomplished. Because Contractowners are being asked to
provide voting instructions to Equitable regarding a transaction that will
result in their holding shares of the Acquiring Portfolio, this Proxy Statement
also serves as a Prospectus for the Acquiring Portfolio and provides
information about the Acquiring Portfolio that a prospective investor ought to
know before investing.

This Proxy Statement/Prospectus is being provided to the Shareholder and
mailed to Contractowners on or about March 25, 2003. It is being furnished on
behalf of the Board of Trustees of the Trust ("Board") to the Shareholders of
International Index Portfolio for its use in obtaining instructions from
Contractowners as to how to vote on the proposals to be considered at the
Special Meeting of Shareholders of International Index Portfolio to be held at
1290 Avenue of the Americas, New York, New York 10104, on [April 23], 2003 at
10:00 a.m., Eastern time and at any adjournments thereof ("Special Meeting").
It is expected that the Shareholders will attend the Special Meeting in person
or by proxy and will vote shares of the Trust held by it in accordance with
voting instructions received from Contractowners and in accordance with voting
procedures established by the Trust.

INFORMATION ABOUT THE ACQUIRING PORTFOLIO

This Proxy Statement/Prospectus, which you should retain for future
reference, contains important information about the Acquiring Portfolio that
you should know before investing. The investment objective of the Acquiring
Portfolio is to seek long-term growth of capital. For a more detailed
discussion of the investment objectives, investment strategies, restrictions
and risks of the Acquiring Portfolio and those of the Acquired Portfolio,
please see the Trust's Prospectus dated May 1, 2002 and the Trust's Statement
of Additional Information ("SAI") dated May 1, 2002. The Trust also provides
periodic reports to its Contractowners that highlight certain important
information about the Acquired Portfolio and the Acquiring Portfolio, including
investment results and financial information. The Trust will furnish, without
charge, to any Contractowner, upon request, a copy of the current Prospectus,
SAI or the 2002 Annual Report. Such requests may be directed to the Trust by
writing to 1290 Avenue of the Americas, New York, New York 10104, or by calling
(800)528-0204.

The Trust's SAI dated May 1, 2002, filed with the Securities and Exchange
Commission ("SEC" or "Commission") on April 3, 2002 (file nos. 333-17217 and
811-07953), containing additional information about the Trust and each
Portfolio, is hereby incorporated by reference in its entirety into this Proxy
Statement/ Prospectus.

The Trust is subject to the informational requirements of the Securities
Act of 1933, as amended. Accordingly, the Trust files certain reports and other
information with the SEC. You can copy and review information about the Trust
and each Portfolio (including the SAI) at the SEC's Public Reference Room in
Washington, D.C. You may obtain information on the operation of the Public
Reference Room by calling the Commission at (202)942-8090. Reports and other
information about the Acquired Portfolio and Acquiring Portfolio are available
on the EDGAR Database on the Commission's Internet site at http:// www.sec.gov.
You may obtain copies of this information, after paying a duplicating fee, by
electronic request at the following E-mail address: publicinfo@sec.gov, or by
writing the Commission's Public Reference Branch, Office of Consumer Affairs
and Information Services, Washington, D.C. 20549

THE SEC HAS NOT APPROVED OR DISAPPROVED THE SECURITIES DESCRIBED IN THIS
PROXY STATEMENT/PROSPECTUS, OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

SUMMARY ................................................................ 5
The Proposed Reorganization .......................................... 5
Comparison of Investment Objectives, Strategies and Restrictions ..... 6
Operating Expenses ................................................... 8
Expense Tables ....................................................... 9

COMPARISON OF PRINCIPAL RISK FACTORS ................................... 14

INFORMATION ABOUT THE REORGANIZATION ................................... 17
Terms of the Reorganization Plan ..................................... 17
Description of the Securities to be Issued ........................... 18
Reasons for the Reorganization ....................................... 19
Federal Income Tax Consequences of the Proposed Reorganization 21
Rights of Shareholders of the Acquired Portfolio and Acquiring
Portfolio .......................................................... 22
Capitalization ....................................................... 22

ADDITIONAL INFORMATION ABOUT EQUITABLE AND
THE PORTFOLIOS ....................................................... 23
Information About Equitable and the Adviser .......................... 23
Distribution Plan and Distributions .................................. 24
Purchase, Exchange and Redemption Procedures ......................... 25
How Assets are Valued ................................................ 26
Tax Consequences of Buying, Selling and Holding Portfolio Shares ..... 27

FINANCIAL HIGHLIGHTS ................................................... 28
Alliance International Portfolio Financial Highlights ................ 29

VOTING INFORMATION ..................................................... 29
Voting Rights ........................................................ 29
Required Shareholder Vote ............................................ 30
Solicitation of Voting Instructions .................................. 30
Proxy Solicitation ................................................... 31
Adjournment .......................................................... 31
Other Matters to Come Before the Special Meeting ..................... 32

ADDITIONAL INFORMATION ................................................. 32

APPENDIX A -- FORM OF PLAN OF REORGANIZATION ........................... A-1

APPENDIX B ............................................................. B-1

STATEMENT OF ADDITIONAL INFORMATION AND
FINANCIAL STATEMENTS ................................................. S-1

SUMMARY

You should read this entire Proxy Statement/Prospectus carefully. For
additional information, you should consult the Reorganization Plan, which is
attached hereto as Appendix A.

THE PROPOSED REORGANIZATION

On February 4, 2003, the Board approved the Reorganization Plan. Subject
to Shareholder approval, the Reorganization Plan provides for:

o the transfer of all of the assets of the Acquired Portfolio to the
Acquiring Portfolio, in exchange for shares of the Acquiring Portfolio
having an aggregate value equal to the net assets of the Acquired
Portfolio;

o the assumption by the Acquiring Portfolio of all of the liabilities of
the Acquired Portfolio;

o distribution to the Shareholder of shares of the Acquiring Portfolio;
and

o complete termination of the Acquired Portfolio.

The Reorganization is expected to be effective upon the closing of
business on April 25, 2003, or on a later date as the Trust determines
("Closing"). As a result of the Reorganization, each Contractowner whose
Contract values are invested in shares of the Acquired Portfolio would become
an indirect owner of shares in the Acquiring Portfolio. Each such Contractowner
indirectly would hold, immediately after the Closing, Class IA or Class IB
shares of the Acquiring Portfolio, depending on the corresponding class of
shares of the Acquired Portfolio that a Contractowner owns, having an aggregate
value equal to the aggregate value of the same class of shares of the Acquired
Portfolio indirectly held by that Contractowner as of the Closing.

In considering whether to approve the Reorganization Plan, you should note
that:

o The Acquired Portfolio is an index fund, which means that it is
passively managed. An index fund manager does not actively buy and sell
securities; rather, the manager holds a representative sample of the
securities in the index. The Acquiring Portfolio, by contrast, is an
actively managed fund.

o The Acquired Portfolio has similar, though not identical, investment
characteristics and policies to the Acquiring Portfolio.

o The Acquired Portfolio has been unable to attract significant assets.
Equitable expects that the Reorganization will consolidate the assets
attributable to the Acquired Portfolio and the Acquiring Portfolio,
which is much larger.

o Due to the active management of the Acquiring Portfolio, the
management fee for the Alliance International Portfolio is higher than
that of the International Index Portfolio, as has been the overall
expense ratio of the Acquiring Portfolio.

After careful consideration, the Board unanimously approved the proposed
Reorganization Plan. Accordingly, the Trustees have submitted the
Reorganization Plan for approval by the Portfolio's Contractowners. The Board
recommends that you vote "for" the proposed Reorganization Plan.

COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND RESTRICTIONS

The investment objectives and certain strategies and policies of the
Acquired Portfolio and the Acquiring Portfolio are summarized below. The
investment objectives of the Acquired Portfolio and the Acquiring Portfolio
differ because the Acquired Portfolio, as an index fund, seeks to replicate as
closely as possible (before deduction of Portfolio expenses) the total return
of the MSCI EAFE Index. The investment characteristics and policies of the
Acquired Portfolio are similar to those of the Acquiring Portfolio. For a more
detailed description of the investment objectives, strategies, policies and
restrictions of each Portfolio, please see the Trust's Prospectus and Statement
of Additional Information dated May 1, 2002.

For information concerning the risks associated with investments in the
Portfolios, see "Comparison of Principal Risk Factors" below.

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INTERNATIONAL INDEX PORTFOLIO ALLIANCE INTERNATIONAL PORTFOLIO
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Investment Seeks to replicate as closely as Seeks long-term growth of capital
Objective possible (before deduction of
Portfolio expenses) the total return
of the MSCI EAFE Index
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Investment Under normal circumstances, the The Portfolio invests in both
Strategies Portfolio invests at least 80% of its growth-oriented and value-oriented
net assets, plus borrowings for stocks of non-U.S. companies.
investment purposes, in equity
securities of companies in the MSCI The growth portion of the Portfolio
EAFE Index. The Portfolio is invests primarily in a diversified
constructed to have aggregate portfolio of equity securities selected
investment characteristics similar to principally to permit participation in
those of the MSCI EAFE Index. non-U.S. companies or foreign
The Portfolio invests in a statistically governmental enterprises that Alliance
selected sample of the securities of believes has prospects for growth. This
companies included in the MSCI portion of the Portfolio may invest
EAFE Index, although not all anywhere in the world (including
companies within a country will be developing countries or "emerging
represented in the Portfolio at the markets"), although it will not generally
same time. invest in the United States.

The Portfolio may invest to a lesser The value portion of the Portfolio
extent in short-term debt securities invests primarily in equity securities of
and money market instruments to issuers in countries that comprise the
meet redemption requests or to MSCI EAFE Index (i.e., Europe,
facilitate investment in the securities Australia and the Far East) and
of the MSCI EAFE Index. Canada. The Adviser uses a
value-oriented approach to stock
Securities index futures contracts selection in that it invests in stocks with
and related options, warrants and low price-to-earnings ratios, low
convertible securities may be used price-to-book ratios and high dividend
for a number of reasons, including: yields. The value portion of the
to simulate full investment in the Portfolio is diversified among many
MSCI EAFE Index while retaining a foreign countries, but not necessarily in
cash balance for Portfolio the proportion that the countries are
management purposes; to facilitate represented in the MSCI EAFE Index.
trading; to reduce transaction costs;
or to seek higher investment returns The Portfolio intends to have business
when a futures contract, option, activities in not less than three different
warrant or convertible security is countries represented in the Portfolio.
priced more attractively than the
underlying equity security or MSCI The Portfolio may invest in any type of
EAFE Index. investment grade, fixed income security
including, but not limited to, preferred
stock, convertible securities, bonds,
notes and other evidences of
indebtedness of foreign issuers,
including obligations of foreign
governments. Although no particular
proportion of stocks, bonds or other
securities is required to be maintained,
the Portfolio intends under normal
market conditions to invest primarily in
equity securities.
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The Portfolio may also make use of
various other investment strategies,
including the purchase and sale of
shares of other mutual funds investing
in foreign securities. The Portfolio may
also use derivatives, including writing
covered call and put options and
purchasing call and put options on
individual equity securities, securities
indexes and foreign currencies. The
Portfolio may also purchase and sell
stock index, foreign currency and
interest rate futures contracts and
options on such contracts, as well as
forward foreign currency exchange
contracts.

For temporary defensive purposes,
when market or financial conditions
warrant, the Portfolio may at times
invest substantially all of its assets in
securities issued by a single major
developed country (e.g., the U.S.) or in
cash or cash equivalents, including
money market instruments issued by
that country. In addition, the Portfolio
may establish and maintain temporary
cash balances in U.S. and foreign
short-tem high-grade money market
instruments for defensive purposes or to
take advantage of buying opportunities.
Such investments could result in the
Portfolio not achieving its investment
objective.
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Investment Equitable Equitable
Manager
- -------------------------------------------------------------------------------------------------------
Investment Alliance Capital Management, L.P. Alliance Capital Management, L.P.
Adviser
- -------------------------------------------------------------------------------------------------------
Portfolio Portfolio management team Portfolio management team
Manager(s)

OPERATING EXPENSES

MANAGEMENT FEE. The Trust pays Equitable a fee based on each Portfolio's
average daily net assets. Equitable is responsible for fees paid to each
Portfolio's investment adviser, Alliance Capital Management, L.P. ("Alliance"
or the "Adviser"). Effective January 2, 2003, Alliance became the investment
adviser to the International Index Portfolio pursuant to an Interim Advisory
Agreement between Equitable and Alliance. Prior to that date, Deutsche Asset
Management, Inc. served as investment adviser to the International Index
Portfolio. The table below sets forth the contractual investment management

fees payable to Equitable from each Portfolio under the current Investment
Management Agreement at the stated annual rates (expressed as a percentage of
the average daily net assets of each Portfolio):

INTERNATIONAL ALLIANCE INTERNATIONAL
INDEX PORTFOLIO PORTFOLIO*
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First $1 billion......... 0.350% 0.750%
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Next $1 billion.......... 0.350% 0.700%
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Next $3 billion.......... 0.350% 0.675%
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Next $5 billion.......... 0.350% 0.650%
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Thereafter .............. 0.350% 0.625%
- -----------------------------------------------------------------------

* Prior to November 22, 2002, the management fee for the Alliance
International Portfolio was as follows: 0.850% for the first $1 billion,
0.700% for the next $1 billion, 0.775% for the next $3 billion, 0.750%
for the next $5 billion and 0.725% thereafter.

EXPENSE TABLES

The current fees and expenses of Class IA and Class IB shares of the
Acquired Portfolio and the Acquiring Portfolio and the estimated pro forma fees
and expenses after giving effect to the proposed Reorganization are shown in
the following tables. Expenses for the Portfolios are based on the operating
expenses incurred by Class IA and Class IB shares of the Portfolios for the
year ended December 31, 2002. Pro forma fees and expenses show estimated fees
of Class IA and Class IB shares of the Acquiring Portfolio assuming that the
Reorganization had been in effect for the year ended December 31, 2002.

The examples are intended to help you compare the cost of investing in
each of the Portfolios. The examples assume that you invest $10,000 in each
Portfolio for the time periods indicated and then redeem all of your shares at
the end of those periods. The examples also assume that your investment has a
5% return each year and that each Portfolio's operating expenses remain the
same. The 5% return is an assumption and is not intended to portray past or
future investment results. Based on the above assumptions, you would pay the
following expenses if you redeem your shares at the end of each period shown.
Your actual costs may be higher or lower.

The tables below do not reflect any insurance or separate account fees and
expenses, which are imposed under the Contracts. If such fees and expenses were
reflected, the total expenses would be higher.

INTERNATIONAL INDEX/ALLIANCE INTERNATIONAL PORTFOLIOS
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that are deducted from Portfolio assets,
shown as a ratio of expenses to average daily net assets)

AFTER THE
REORGANIZATION --
ALLIANCE
INTERNATIONAL
PORTFOLIO
INTERNATIONAL ALLIANCE INCLUDING
INDEX INTERNATIONAL INTERNATIONAL
PORTFOLIO PORTFOLIO INDEX PORTFOLIO
---------------------- ---------------------- ---------------------
CLASS IA CLASS IB CLASS IA CLASS IB CLASS IA CLASS IB
---------- ---------- ---------- ---------- ---------- ---------

Management Fees .............. 0.35% 0.35% 0.82% 0.82% 0.75% 0.75%
12b-1 Fees ................... -- 0.25% -- 0.25% -- 0.25%
Other Expenses ............... 0.32% 0.32% 0.24% 0.24% 0.14% 0.14%
Total Annual Fund
Operating Expenses ......... 0.67% 0.92% 1.06% 1.31% 0.89% 1.14%
Less Waiver/Expense
Reimbursement(1) ........... -- -- 0.04% 0.04% -- --
Net Expenses ................. 0.67% 0.92% 1.02% 1.27% 0.89% 1.14%

- -------------
(1) In the interest of limiting expenses of the International Index Portfolio
and Alliance International Portfolio, Equitable has entered into a
voluntary Expense Limitation Agreement with the Trust with respect to the
Portfolios. Under the Expense Limitation Agreement, Equitable has agreed to
waive or limit its fees and to assume other expenses so that the total
annual operating expenses for Class IA and Class IB shares of the
International Index Portfolio and Alliance International Portfolio
(excluding amounts payable pursuant to a Rule 12b-1 plan with respect to
Class IB shares of International Index Portfolio and Alliance International
Portfolio) are limited to 0.85% of the Portfolios' average daily net
assets. The term of the current Expense Limitation Agreement expires on
[April 30, 2003].

EXAMPLE OF FUND EXPENSES(1)

1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- --------- --------- ---------

INTERNATIONAL INDEX PORTFOLIO -- Class IA .................. $ 68 $214 $373 $ 835
INTERNATIONAL INDEX PORTFOLIO -- Class IB .................. $ 94 $293 $509 $1,131
ALLIANCE INTERNATIONAL PORTFOLIO -- Class IA ............... $104 $325 $563 $1,248
ALLIANCE INTERNATIONAL PORTFOLIO -- Class IB ............... $129 $403 $697 $1,534
AFTER THE REORGANIZATION:
THE PORTFOLIOS COMBINED -- Class IA (Pro Forma) .......... $ 91 $284 $493 $1,096
AFTER THE REORGANIZATION:
THE PORTFOLIOS COMBINED -- Class IB (Pro Forma) .......... $116 $382 $628 $1,386

COMPARISON OF PERFORMANCE

INTERNATIONAL INDEX PORTFOLIO

The following information gives some indication of the risks of an
investment in the International Index Portfolio by showing changes in the
Portfolio's

performance from year to year and by comparing the Portfolio's performance with
a broad measure of market performance. Both the bar chart and table below
assume reinvestment of dividends and distributions and include the effect of
expense limitations that were in place during the periods shown. The
performance results do not reflect any insurance and Contract-related fees and
expenses, which would reduce the performance results. Past performance is not
an indication of future performance.

CALENDAR YEAR ANNUAL TOTAL RETURN (CLASS IB SHARES)

The following bar chart illustrates the annual total returns for Class IB
shares of the International Index Portfolio for the last five calendar years.
The inception date for the fund is January 1, 1998.

1998 ................. 20.07%
1999 ................. 27.50%
2000 ................. -17.63%
2001 ................. -25.47%
2002 ................. -17.87%

- --------------------------------------------------------------------------------
Best quarter (% and time period) Worst quarter (% and time period)
20.43% (4th Quarter 1998) (20.33)% (3rd Quarter 2002)
- --------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2002

The table below shows how the average annual total returns for Class IB
shares of the International Index Portfolio for the one-year, five-year and
since-inception periods compare to those of a broad-based index. The table does
not show average annual returns for Class IA shares of the International Index
Portfolio because that class of shares has not completed a full calendar year
of operations. Returns for Class IA shares of the International Index Portfolio
will vary.

SINCE
1 YEAR 5 YEARS INCEPTION (1)
------------- --------- --------------

Class IB .................... -17.87% n/a -5.05%
MSCI EAFE Index (2) ......... -15.94% n/a -2.89%

- -------------
(1) The inception date for International Index Portfolio is January 1, 1998.

(2) The Morgan Stanley Capital International EAFE Index ("MSCI EAFE Index")
is a market capitalization weighted equity index composed of a sample of
companies representative of the market structure of Europe, Australasia
and the Far East. MSCI EAFE Index returns assume dividends

reinvested net of withholding taxes and do not reflect any fees or
expenses. The index returns do not reflect any deductions for expenses,
brokerage commissions, sales charges or taxes. The index is unmanaged and
cannot be invested in directly.

ALLIANCE INTERNATIONAL PORTFOLIO

Management's Discussion and Analysis of the Alliance International
Portfolio's performance during the fiscal year ended December 31, 2002 is
included in the Statement of Additional Information to this proxy
statement/prospectus.

The following information gives some indication of the risks of an
investment in the Alliance International Portfolio by showing changes in the
Portfolio's performance from year to year and by comparing the Portfolio's
performance with a broad measure of market performance. Both the bar chart and
table below assume reinvestment of dividends and distributions and include the
effect of expense limitations that were in place during the periods shown. The
performance results do not reflect any insurance and Contract-related fees and
expenses, which would reduce the performance results. Past performance is not
an indication of future performance.

The Portfolio's performance shown below is principally the performance of
its predecessor registered investment company (HRT/Alliance International
Portfolio) managed by the Adviser using the same investment objective and
strategy as the Portfolio. For these purposes, the Portfolio is considered to
be the successor entity to the HRT/Alliance International Portfolio whose
inception date is April 3, 1995. The assets of the predecessor were transferred
to the Portfolio on October 18, 1999. Following that transfer, the performance
shown (for the periods commencing on or after October 19, 1999) is that of the
Portfolio. For these purposes, the performance results of the Portfolio and its
predecessor have been linked.

CALENDAR YEAR ANNUAL TOTAL RETURN (CLASS IB SHARES)(1)

The following bar chart illustrates the annual total returns for Class IB
shares of the Alliance International Portfolio for the last seven calendar
years. The inception date for the Portfolio is April 3, 1995.

1996 ......... 9.6%
1997 ......... -3.2%
1998 ......... 10.3%
1999 ......... 36.90%
2000 ......... -22.86%
2001 ......... -23.23%
2002 ......... -10.20%

- --------------------------------------------------------------------------------
Best quarter (% and time period) Worst quarter (% and time period)
25.32% (4th Quarter 1999) (20.49)% (3rd Quarter 2002)
- --------------------------------------------------------------------------------

- -------------
(1) For periods prior to the inception of Class IB shares (May 1, 1997),
performance information shown is the performance of Class IA shares
adjusted to reflect the 12b-1 fees paid by Class IB shares.

AVERAGE ANNUAL TOTAL RETURNS(1) FOR THE PERIODS ENDED DECEMBER 31, 2002

The table below shows how the average annual total returns for Class IA
and Class IB shares of the Alliance International Portfolio for the one-year,
five-year and since-inception periods compare to those of a broad-based index.

SINCE
1 YEAR 5 YEARS INCEPTION (2)
------------ ------------ --------------

Class IA ................... -9.84% -3.99% -0.45%
Class IB ................... -10.20% -4.30% -0.75%
MSCI EAFE Index(3) ......... -15.94% -2.89% 0.22%

(2) The inception date for Alliance International Portfolio is April 3, 1995.

(3) The MSCI EAFE Index is a market capitalization weighted equity index
composed of a sample of companies representative of the market structure
of Europe, Australasia and the Far East. MSCI EAFE Index returns assume
dividends reinvested net of withholding taxes and do not reflect any fees
or expenses. The index returns do not reflect any deductions for
expenses, brokerage commissions, sales charges or taxes. The index is
unmanaged and cannot be invested in directly.

COMPARISON OF DISTRIBUTION POLICIES AND
PURCHASE, EXCHANGE AND REDEMPTION PROCEDURES

Each of the Portfolios have the same Distribution Procedures, Purchase
Procedures, Exchange Rights and Redemption Procedures as discussed in the
Additional Information About Equitable and the Advisers section below.

The Acquired Portfolio and the Acquiring Portfolio have the same
procedures for purchasing shares. Each of the Portfolios offers its shares to
the separate accounts of life insurance companies ("Accounts"). Shares of each
of the Portfolios are offered and redeemed at their net asset value without any
sales load.

TAX CONSEQUENCES OF THE PROPOSED REORGANIZATION

As a condition to the consummation of the Reorganization, the Trust will
receive an opinion from Kirkpatrick & Lockhart LLP to the effect that no gain
or loss will be recognized by the Acquired Portfolio, the Acquiring Portfolio
or the Shareholder as a result of the Reorganization (although the Acquired
Portfolio may recognize net gain on the sale of its assets that may not be
accepted by the Acquiring Portfolio, which gain would have to be distributed to
the Shareholder at the time of or immediately before the Reorganization). The
holding period and tax basis of the Acquiring Portfolio's shares received by
the Shareholder pursuant to a Reorganization will include the holding period,
and will be the same as the tax basis, of the Acquired Portfolio's shares the
Shareholder holds immediately prior to the Reorganization (provided the
Shareholder holds the shares as a capital asset on the date of the
Reorganization). Also, the Acquiring Portfolio's holding period and tax basis
of the assets the Acquired Portfolio transfers to it will include the Acquired
Portfolio's holding period, and will be the same as the Acquiring Portfolio's
tax basis, of those assets immediately prior to the Reorganization. The Trust
believes that there will be no adverse tax consequences to the Contractowners
as a result of the Reorganization.

Please see the "Federal Income Tax Consequences of the Proposed
Reorganization" section below for further information.

COMPARISON OF PRINCIPAL RISK FACTORS

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 money 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. Many of the risks of an investment in
the Acquiring Portfolio are the same as or similar to the risks of an
investment in the Acquired Portfolio. 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 or that it will not lose principal value.

Each Portfolio invests in common stocks, therefore, the performance of the
Portfolio may go up or down depending on general market conditions. In this
summary, we describe the principal risks that may affect the Portfolios.
Additional information and more detailed descriptions of the risks that may
affect the Acquiring Portfolio and each Acquired Portfolio can be found in the
Trust's Prospectus and SAI.

CHART OF PRINCIPAL RISKS BY PORTFOLIO

The following chart summarizes the principal risks of the Acquiring
Portfolio and the Acquired Portfolio. Risks not marked for a particular
Portfolio may, however, still apply to some extent to that Portfolio at various
times. Each Risk is explained in more detail in the discussion following the
chart.

FOREIGN INDEX GROWTH VALUE EMERGING
EQUITY SECURITIES FUND INVESTING INVESTING MARKET LIQUIDITY DERIVATIVES
PORTFOLIO RISK RISK RISK RISK RISK RISK RISK RISK
- ---------------------- -------- ------------ ------- ----------- ----------- --------- ----------- ------------

International Index
Portfolio .......... X X X X X
Alliance International
Portfolio .......... X X X X X X

EQUITY RISK: Stocks and other equity securities generally fluctuate in
value more than bonds and may decline in value over short or over extended
periods, regardless of the success or failure of a company's operations.

FOREIGN SECURITIES RISK: 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, Emerging Market Risk, Geographic Risk,
Political/ Economic Risk, Regulatory Risk and Transaction Costs Risk. For
further discussion of these risks, please see the Trust's Prospectus dated May
1, 2002.

INDEX FUND RISK: The International Index Portfolio is not actively managed
(which involves buying and selling of securities based upon economic, financial
and market analysis and investment judgment). Rather, the Portfolio utilizes 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, Russell 2000 or MSCI EAFE) through statistical procedures. Therefore,
the Portfolio will invest in the securities included in the relevant index or
substantially identical securities regardless of market trends. The Portfolio
cannot modify its investment strategies to respond to changes in the economy,

which means it may be particularly susceptible to a general decline in the U.S.
or global stock market segment relating to the relevant index.

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. In using this approach, the Adviser generally seeks 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. The
Adviser also prefers 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 Adviser, regardless of movements
in the securities market.

VALUE INVESTING RISK: Value investing attempts to identify strong
companies selling at a discount from their perceived true worth. In using this
approach, the Adviser generally selects stocks at prices, in its 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.

EMERGING MARKET RISK: There are greater risks involved in investing in
emerging market 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 market countries may be required to establish special
custody or other arrangements before investing.

LIQUIDITY RISK: Certain securities held by the International Index
Portfolio may be difficult (or impossible) to sell at the time and at the price
the seller would like. The International Index Portfolio may have to hold these
securities longer than it would like and may forego other investment
opportunities. There is the possibility that the Portfolio may lose money or be
prevented from earning capital gains if it cannot sell a security at the time
and price that is most beneficial to the Portfolio.

DERIVATIVES RISK: Derivatives are financial contracts whose value is based
on the value of an underlying asset, reference rate or index. A Portfolio's
investment in derivatives may rise or fall more rapidly than other investments.
These transactions are subject to changes in the underlying security on which
such transactions are based. Even a small investment in derivative securities
can have a significant impact on a Portfolio's exposure to stock market values,
interest rates or currency exchange rates. Derivatives are subject to a number
of risks such as liquidity risk, interest rate risk, market risk, credit risk
and portfolio management risk depending on the type of underlying asset,
reference rate or index. They also involve the risk of mispricing or improper
valuation and the risk that changes in the value of a derivative may not
correlate well with the underlying asset, rate or index. These types of
transactions will be used primarily as a substitute for taking a position in
the underlying asset and/or for hedging purposes. When a derivative security is
used as a hedge against an offsetting position that a Portfolio also holds, any
loss generated by the derivative security should be substantially offset by
gains on the hedged instrument, and vice versa. To the extent that a Portfolio
uses a derivative security for purposes other than as a hedge, that Portfolio
is directly exposed to the risks of that derivative security and any loss
generated by the derivative security will not be offset by a gain.

INFORMATION ABOUT THE REORGANIZATION

TERMS OF THE REORGANIZATION PLAN

The following summary of the Reorganization Plan is qualified in its
entirety by reference to the Reorganization Plan attached to this Prospectus/
Proxy Statement as Appendix A. The Reorganization Plan provides that the
Acquiring Portfolio will acquire all of the assets of the Acquired Portfolio in
exchange solely for shares of the Acquiring Portfolio and its assumption of the
Acquired Portfolio's liabilities. Subject to the satisfaction of the conditions
described below, the Reorganization will take place at the close of business on
April 25, 2003 ("Merger Date"), or later date determined by the Trust. The net
asset value per Class IA and Class IB share of the Acquiring Portfolio will be
determined by dividing the Acquiring Portfolio's assets, less liabilities
allocated to such class, by the total number of its outstanding Class IA or
Class IB shares, as appropriate. Portfolio assets will be valued in accordance
with the valuation practices of the Acquired Portfolio and Acquiring Portfolio.
See "How Assets are Valued" in the Trust's Prospectus.

The number of full and fractional Class IA or Class IB shares of the
Acquiring Portfolio received with respect to a Contractowner whose Contract
values are invested in shares of the Acquired Portfolio will be equal in value
to the value of the Acquired Portfolio shares as of the close of regularly
scheduled trading on the NYSE on the Merger Date. As promptly as practicable
after the Merger Date, the Acquired Portfolio will terminate and distribute to
the Shareholder the corresponding class of Acquiring Portfolio Shares received
by

the Acquired Portfolio in the Reorganization. After such distribution, the
Trust shall take all necessary steps under Delaware law, the Amended and
Restated Agreement and Declaration of Trust and any other applicable law to
effect a complete dissolution of the Acquired Portfolio.

The Board has determined, with respect to the Portfolio, that the
interests of Contractowners whose Contract values are invested in Class IA or
Class IB shares of the Portfolio will not be diluted as a result of the
Reorganization and that participation in the Reorganization is in the best
interests of the Portfolio and those Contractowners.

As each Portfolio is a separate series of the Trust, which is a Delaware
statutory trust registered as an open-end management investment company and is
subject to the same governing documents, there are no differences between the
governing documents or laws applicable to the Acquiring Portfolio and the
Acquired Portfolio. The Trust is governed by a Board of Trustees.

The Reorganization Plan may be terminated and the Reorganization provided
for therein may be abandoned at any time prior to the consummation of the
Reorganization, before or after approval by the Shareholder of the Acquired
Portfolio, if circumstances develop that, in the Board's opinion, make
proceeding with the Reorganization inadvisable. The Reorganization Plan
provides that the Trust may waive compliance with any of the covenants or
conditions made therein for the benefit of either Portfolio, other than the
requirements that (i) the Reorganization Plan be approved by the Shareholder of
the Acquired Portfolio and (ii) the Trust receive the opinion of its counsel
that the Reorganization contemplated by that Plan will constitute a tax-free
reorganization for federal income tax purposes.

The expenses of the Reorganization, including the cost of a proxy
soliciting agent that has been retained, will be borne by the Trust and
allocated to the Acquired Portfolio and Acquiring Portfolio pro rata based on
each Portfolio's net assets. The cost of the proxy has been estimated at
[$100,000]. Approval of the Reorganization Plan will require a majority of the
shares of the Acquired Portfolio voted at the Special Meeting. If the
Reorganization Plan is not approved by the Shareholders of the Acquired
Portfolio or is not consummated for any other reason, the Board will consider
other possible courses of action. Please see the Voting Information section
below for more information.

DESCRIPTION OF THE SECURITIES TO BE ISSUED

The Shareholder of the Acquired Portfolio will receive shares of the
Acquiring Portfolio in accordance with the procedures provided for in the
Reorganization Plan as described above. Each such share will be fully paid and
nonassessable when issued and will have no preemptive or conversion rights.

The Trust has an unlimited number of authorized shares of beneficial
interest, par value $0.01 per share. These authorized shares may be divided
into

series and classes thereof. The Amended and Restated Agreement and Declaration
of Trust authorizes the Board to issue shares in different series. In addition,
the Amended and Restated Agreement and Declaration of Trust authorizes the
Board to create new series and to name the rights and preferences of the
shareholders of each of the series. The Board does not need additional
shareholder action to divide the shares into separate series or classes or to
name the shareholders' rights and preferences. The Acquired Portfolio and the
Acquiring Portfolio are each series of the Trust. Currently, the Trust offers
two classes of shares, Class IA and Class IB shares, which differ only in that
Class IB shares are subject to a distribution plan adopted and administered
pursuant to Rule 12b-1 under the 1940 Act ("Class IB Distribution Plan"). The
Class IB Distribution Plan provides that the Trust, on behalf of each
Portfolio, may pay annually up to 0.50% of the average daily net assets of a
Portfolio attributable to its Class IB shares in respect of activities
primarily intended to result in the sale of Class IB shares. However, under the
Trust's distribution agreements with respect to the Class IB shares
("Distribution Agreements"), payments to the Distributors for activities
pursuant to the Class IB Distribution Plan are limited to payments at an annual
rate equal to 0.25% of average daily net assets of a Portfolio attributable to
its Class IB shares.

REASONS FOR THE REORGANIZATION

The principal purpose of the Reorganization is to provide a means by which
the Contractowners whose Contract values are invested in the Acquired
Portfolio, in combination with the Acquiring Portfolio, can pursue similar
strategies and policies in the context of a larger fund with potentially
greater economies of scale.

Equitable is proposing that the International Index Portfolio be converted
from a passively managed portfolio to an actively managed portfolio. Equitable
considered converting the International Index Portfolio to an actively managed
portfolio because of the sale of the index asset management business of
Deutsche Asset Management, Inc., the International Index Portfolio's previous
adviser, to The Northern Trust Investments, Inc. ("Northern Trust"), an
affiliate of The Northern Trust Company and the impact the retention of
Northern Trust would have had on the independence of one of the members of the
Board, as well as unavailability of potential non-affiliated advisers to become
the new adviser to the International Index Portfolio. A primary factor
Equitable considered in making the recommendation to convert the International
Index Portfolio to an actively managed portfolio is the relative lack of
interest on the part of Contractowners in allocating their investments to
passively managed investment options in the international asset category. As a
result, after about five years, the International Index Portfolio's assets are
less than $100 million. The International Index Portfolio has been unable to
attract and retain a reasonable level of assets and has not achieved the growth
in assets that was originally anticipated. Equitable believes that the
International Index Portfolio

and its Contractowners will benefit from combination with a larger Portfolio
that is actively managed and has many of the attributes Contractowners sought
when they selected the Acquired Portfolio as an investment. The Manager
believes that the Alliance International Portfolio's broader investment mandate
would be attractive to Contractowners and potential investors of International
Index Portfolio, which could lead to an increase in assets.

In determining whether to approve the Reorganization Plan and recommend
its approval to the Contractowners, the Board (including all of the
disinterested trustees ("Independent Trustees") (with the advice and assistance
of independent legal counsel)), made an inquiry into a number of matters and
considered the following factors, among others: (1) any fees or expenses that
will be borne directly or indirectly by the International Index Portfolio in
connection with the Reorganization; (2) any effect of the Reorganization on
annual Portfolio operating expenses and Contractowner fees and services; (3)
any change in the International Index Portfolio's investment objectives,
restrictions and policies that will result in the Reorganization; (4) any
direct or indirect federal income tax consequences of the Reorganization to
Contractowners; (5) the effects to the International Index Portfolio of
operating as larger asset pools; (6) the historical performance of the
International Index Portfolio and Alliance International Portfolio; (7)
Equitable's belief that the International Index Portfolio was likely to remain
relatively small and encounter continuing difficulties in attracting assets;
(8) the investment experience, expertise, resources and comparative past
performance of the Adviser to the Portfolios; (9) the terms and conditions of
the Reorganization Plan and whether the Reorganization would result in dilution
of Contractowner interests; and (10) possible alternatives to the
Reorganization.

The Board noted first the compatibility of the Portfolios' respective
strategies and policies. The Acquiring Portfolio's blended style, with a value
portion and a growth portion, approximates the style neutral approach of the
Acquired Portfolio. Second, the Board considered that, for the past three
years, the Acquired Portfolio's performance has been worse than the Acquiring
Portfolio's performance and that the Reorganization offered Acquired Fund's
Contractowners a chance to achieve better performance. While there can be no
guarantee of future performance, the Board was more impressed by the Acquiring
Portfolio's prospects for achieving better performance. Third, the Board noted
that the overall expenses of the Alliance International Portfolio are higher
than the International Index Portfolio's overall expenses. The difference in
the Portfolios' respective fee structures is largely, if not wholly,
attributable to the International Index Fund's passive management versus the
Alliance International Portfolio's active management. Equitable believes that
the Alliance International Portfolio's expenses are reasonable for an actively
managed portfolio. Equitable provided, and the Board reviewed, information
showing the annualized operating expenses of the Class IB shares of the
International Index Portfolio, and the pro forma annualized operating expenses
of the Alliance International Portfolio (if the proposed Reorganization were
approved and effective).

The Board considered that Alliance is an affiliate of the Manager and will
receive the advisory fee on the International Index Portfolio assets being
merged into the Alliance International Portfolio. The Board specifically
considered that the management fee charged by Equitable for the Alliance
International Portfolio is higher by approximately .40% annually. The Board
noted that the fee paid to Alliance for its active management is well within
industry norms and that the Alliance International Portfolio's management fee
is comparable to or lower than the management fees of the other actively
managed international portfolios in the Trust.

In reaching the decision to recommend approval of each Reorganization
Plan, the Board concluded that the participation of the Acquired Portfolio and
the Acquiring Portfolio in the Reorganization is in the best interests of both
the Acquired Portfolio and Acquiring Portfolio, as well as the best interests
of those Contractowners with amounts allocated to the Acquired Portfolio, and
that the interests of those Contractowners will not be diluted as a result of
this transaction. The Board's conclusion was based on a number of factors,
including the following:

o The Reorganization will permit the Contractowners whose contract
values are invested in the Acquired Portfolio to pursue similar
investment strategies and policies in the context of a larger fund
immediately following consummation of the Reorganization. It is
anticipated that the Acquiring Portfolio will more likely experience
asset growth and more stable cashflow in the future than would have
been the case for the Acquired Portfolio. This should enhance the
ability of the Adviser to manage the Acquiring Portfolio with greater
investment flexibility.

o The Reorganization will not have adverse tax results to
Contractowners.

The Trustees, including the Independent Trustees, voted unanimously to approve
the Reorganization and to recommend that the Contractowners whose Contract
values are invested in each Acquired Portfolio also approve their respective
Reorganization.

FEDERAL INCOME TAX CONSEQUENCES OF THE PROPOSED REORGANIZATION

The Reorganization is intended to qualify for federal income tax purposes
as a tax-free reorganization under section 368(a) of the Internal Revenue Code,
as amended (the "Code").

As a condition to the consummation of the Reorganization, the Trust will
receive an opinion from Kirkpatrick & Lockhart LLP to the effect that, based on
the facts and assumptions stated therein as well as certain representations of
the Trust, for federal income tax purposes, with respect to the Reorganization:
(1) the Reorganization will qualify as a "reorganization" (within the meaning
of section 368(a)(1) of the Code), and the Acquired Portfolio and the Acquiring
Portfolio participating therein will be a "party to a reorganization" (within
the

meaning of section 368(b) of the Code); (2) neither the Acquired Portfolio nor
the Acquiring Portfolio will recognize gain or loss on the transfer of all of
the assets of the Acquired Portfolio to the Acquiring Portfolio in exchange
solely for Class IA or Class IB shares of the Acquiring Portfolio and its
assumption of the Acquired Portfolio's liabilities or on the distribution of
those shares to the Shareholder in exchange for all its Acquired Portfolio
shares; (3) the Shareholder will not recognize any gain or loss on the exchange
of the Shareholder's Acquired Portfolio shares for those Acquiring Portfolio
shares; (4) the holding period and tax basis of the Acquiring Portfolio's
shares received by the Shareholder pursuant to the Reorganization will include
the holding period, and will be the same as the tax basis, of the Acquired
Portfolio's shares the Shareholder holds immediately prior to the
Reorganization (provided the Shareholder holds the shares as a capital asset on
the date of the Reorganization); and (5) the Acquiring Portfolio's holding
period and tax basis of the assets that Acquired Portfolio transfers to it will
include the Acquired Portfolio's holding period, and will be the same as the
Acquiring Portfolio's tax basis, of those assets immediately prior to the
Reorganization. Notwithstanding clauses (2) and (5), such opinion may state
that no opinion is expressed as to the effect of the Reorganization on the
participating Portfolios or the Shareholder with respect to any asset as to
which any unrealized gain or loss is required to be recognized for federal
income tax purposes at the end of a taxable year (or on the termination or
transfer thereof) under a mark-to-market system of accounting.

The foregoing description of the federal income tax consequences of the
Reorganization does not take into account the particular circumstances of any
Contractowner. If the Reorganization fails to meet the requirements of section
368(a), the Shareholder could recognize a gain or loss on the transaction.
Contractowners are therefore urged to consult their tax advisers as to the
specific consequences to them of the Reorganization, including the
applicability and effect of state, local, foreign and other taxes.

RIGHTS OF SHAREHOLDERS OF THE ACQUIRED PORTFOLIO AND ACQUIRING PORTFOLIO

There are no differences between the rights of the Shareholders as a
holder of the Acquired Portfolios and the rights of the Shareholders as a
holder of the Acquiring Portfolio. As each Portfolio is a separate series of
the Trust, which is a Delaware statutory trust registered as an open-end
management investment company and is subject to the same governing documents,
there are no differences between the governing documents or laws applicable to
the Acquiring Portfolio and the Acquired Portfolio. You should refer to the
Trust's Prospectus and SAI dated May 1, 2002 for further information.

CAPITALIZATION

The following table shows the capitalization of the Acquired Portfolio and
the Acquiring Portfolio as of December 31, 2002, and of the Acquiring Portfolio

on a pro forma combined basis as of that date, giving effect to the proposed
acquisition by the Acquiring Portfolio of the assets and liabilities of the
Acquired Portfolio at net asset value.

NET ASSETS NET ASSET SHARES
(IN MILLIONS) VALUE PER SHARE OUTSTANDING
--------------- ----------------- --------------

INTERNATIONAL INDEX PORTFOLIO
Class IA ............................... $ .004 $ 7.10 526
Class IB ............................... $ 78.3 $ 7.10 11,030,554
Class IA and Class IB combined ......... $ 78.3 $ 7.10 11,031,080
ALLIANCE INTERNATIONAL PORTFOLIO
Class IA ............................... $ 876.9 $ 7.24 121,170,484
Class IB ............................... $ 205.5 $ 7.13 28,802,103
Class IA and Class IB combined ......... $ 1,082.4 $ 7.22 149,972,587
PRO FORMA -- ALLIANCE INTERNATIONAL
PORTFOLIO INCLUDING INTERNATIONAL
INDEX PORTFOLIO
Class IA ............................... $ 876.9 $ 7.24 121,171,000
Class IB ............................... $ 283.8 $ 7.13 39,782,830
Class IA and Class IB combined ......... $ 1,160.7 $ 7.22 160,953,830

ADDITIONAL INFORMATION ABOUT EQUITABLE AND
THE PORTFOLIOS

INFORMATION ABOUT EQUITABLE AND THE ADVISER

AXA FUNDS MANAGEMENT GROUP ("AXA FMG" or the "Manager"), a unit of
Equitable, 1290 Avenue of the Americas, New York, New York 10104, currently
serves as the Manager of the Trust. Equitable is a wholly owned subsidiary of
AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company.

As Manager, AXA FMG has a variety of responsibilities for the general
management and administration of the Trust and the Portfolios, including the
selection of Advisers. AXA FMG plays an active role in monitoring each
Portfolio and Adviser by using systems to strengthen its evaluation of
performance, style, risk levels, diversification and other criteria. AXA FMG
also monitors each Adviser's portfolio management team to determine whether its
investment activities remain consistent with the Portfolios' investment style
and objectives.

Beyond performance analysis, AXA FMG monitors significant changes that may
impact the Adviser's overall business. AXA FMG monitors continuity in the
Adviser's operations and changes in investment personnel and senior management.
AXA FMG performs annual due diligence reviews with each Adviser.

In its capacity as Manager, AXA FMG has access to detailed, comprehensive
information concerning Portfolio and Adviser performance and Portfolio

operations. A team is responsible for conducting ongoing investment reviews
with each Adviser and for developing the criteria by which Portfolio
performance is measured.

AXA FMG selects Advisers from a pool of candidates, including its
affiliates, to manage the Portfolios. AXA FMG may add to, dismiss or substitute
for the Advisers responsible for managing a Portfolio's assets subject to the
approval of the Trust's Board of Trustees. AXA FMG also has discretion to
allocate each Portfolio's assets among the Portfolio's Advisers. AXA FMG
recommends Advisers for each Portfolio to the Trust's Board of Trustees based
upon its continuing quantitative and qualitative evaluation of each Adviser's
skills in managing assets pursuant to specific investment styles and
strategies. Short-term investment performance, by itself, is not a significant
factor in selecting or terminating an Adviser, and AXA FMG does not expect to
recommend frequent changes of Advisers. AXA FMG has received an exemptive order
from the SEC to permit it and the Trust's Board of Trustees to select and
replace Advisers and to amend the advisory agreements between AXA FMG and the
Advisers without obtaining shareholder approval. Accordingly, AXA FMG is able,
subject to the approval of the Trust's Board of Trustees, to appoint and
replace Advisers and to amend advisory agreements without obtaining shareholder
approval. In such circumstances, shareholders would receive notice of such
action. However, AXA FMG may not enter into an advisory agreement with an
"affiliated person" of Equitable (as that term is defined in Section 2(a)(3) of
the 1940 Act) ("Affiliated Adviser") unless the advisory agreement with the
Affiliated Adviser, including compensation, is also approved by the affected
Portfolio's shareholders.

ALLIANCE CAPITAL MANAGEMENT, L.P. ("Alliance"), 1345 Avenue of the
Americas, New York, New York 10105. Alliance, an affiliate of Equitable, has
been the Adviser to the Acquiring Portfolio and its predecessor registered
investment company since the predecessor commenced operations. Alliance manages
investments for investment companies, endowment funds, insurance companies,
foreign entities, qualified and non-tax qualified corporate funds, public and
private pension and profit-sharing plans, foundations and tax-exempt
organizations.

Investment decisions for the Acquiring Portfolio are made by a team of
employees from Alliance, including employees from its Bernstein Investment
Research and Management unit ("Bernstein"). This team approach pairs the growth
expertise of Alliance with the highly regarded members of its Value Investment
Policy Group. Stephen Beinhacker and Jimmy Pang are responsible for the
day-to-day management of the growth portion of the Portfolio. Mr. Beinhacker, a
Senior Vice President of Alliance Capital, has been associated with Alliance
Capital since 1997. Mr. Pang, a Vice President of Alliance Capital, has been
associated with Alliance Capital since 1996. The Value Investment Policy Group
is comprised of key senior investment professionals of Bernstein and it has
been responsible for day-to-day management of the value portion of the
Acquiring Portfolio since September 1, 2001.

DISTRIBUTION PLAN AND DISTRIBUTIONS

The Portfolios generally distribute most or all of their net investment
income and their net realized gains, if any, annually. Dividends and other
distributions are automatically reinvested at net asset value in shares of the
Portfolios.

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

The Trust has adopted a Distribution Plan pursuant to 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.
Because these fees are paid out of the Portfolio's assets on an on-going basis,
over time these fees will increase the cost of your investment and may cost you
more than paying other types of sales charges.

PURCHASE, EXCHANGE AND REDEMPTION PROCEDURES

All redemption requests will be processed and payment with respect thereto
will normally be made within seven days after tender. The Portfolios reserve
the right to suspend or change the terms of purchasing or selling shares.

The Trust may suspend the right of redemption for any period during which
the New York Stock Exchange is closed (other than a weekend or holiday) or
during which trading is restricted by the SEC or the SEC declares that an
emergency exists. Redemptions may also be suspended during other periods
permitted by the SEC for the protection of the Trust's shareholders. A
Portfolio may pay the redemption price in whole or part by a distribution in
kind of readily marketable securities in lieu of cash or may take up to seven
days to pay a redemption request in order to raise capital, when it is
detrimental for a Portfolio to make cash payments as determined in the sole
discretion of Equitable.

These Portfolios are not designed for professional "market timing"
organizations, or other organizations or individuals engaging in a market
timing strategy, making programmed transfers, frequent transfers or transfers
that are large in relation to the total assets of each of the Portfolios. These
kinds of strategies and transfer activities are disruptive to the Portfolios.
If the Trust determines that your transfer patterns among the Portfolios are
disruptive to the Portfolios, it may, among other things, restrict the
availability of personal telephone requests, fax transmissions, automated
telephone services, Internet services or any electronic transfer services. The
Trust may also refuse to act on transfer instructions of an agent acting under
a power of attorney who is acting on behalf of more than one owner.

The Trust currently considers transfers into and out of (or vice versa) a
Portfolio within a five-business day period as potentially disruptive transfer
activity. In order to prevent disruptive activity, the Trust monitors the
frequency of transfers, including the size of transfers in relation to
portfolio assets, in each Portfolio, and it takes appropriate action, which may
include the actions described above to restrict availability of voice, fax and
automated transaction services, when the Trust considers the activity of owners
to be disruptive. The Trust currently gives additional individualized notice,
to owners who have engaged in such activity, of its intention to restrict such
services. However, the Trust may not continue to give such individualized
notice. The Trust may also, in its sole discretion and without further notice,
change what it considers disruptive transfer activity, as well as change its
procedures to restrict this activity.

HOW ASSETS ARE VALUED

"Net asset value" is the price of one share of a Portfolio without a sales
charge, and is calculated each business day using the following formula for
each class of shares:

TOTAL MARKET VALUE CASH AND OTHER
NET ASSET VALUE = OF SECURITIES + ASSETS - LIABILITIES
---------------------------------------------------------
NUMBER OF SHARES OUTSTANDING

The net asset value of Portfolio shares is determined according to this
schedule:

o A share's net asset value is determined as of the close of regular
trading on the New York Stock Exchange ("Exchange") on the days the
Exchange is open for trading. This is normally 4:00 p.m. Eastern Time.

o The price for purchasing or redeeming a share will be based upon the
net asset value next calculated after an order is placed by an
insurance company or qualified retirement plan.

o A Portfolio heavily invested in foreign securities may have net asset
value changes on days when shares cannot be purchased or sold.

Generally, Portfolio securities are valued as follows:

o EQUITY SECURITIES -- most recent sales price or, if there is no sale,
latest available bid price.

o DEBT SECURITIES (OTHER THAN SHORT-TERM OBLIGATIONS) -- based upon
pricing service valuations.

o SHORT-TERM OBLIGATIONS -- amortized cost (which approximates market
value).

o SECURITIES TRADED ON FOREIGN EXCHANGES -- most recent sales or bid
price on the foreign exchange or market, unless a significant event
occurs after the close of that market or exchange that may materially
affect its value. In that case, fair value as determined by or under
the direction of the Board of Trustees of the Trust at the close of
regular trading on the Exchange.

o OPTIONS -- last sales price or, if not available, previous day's sales
price. Options not traded on an exchange or actively traded are valued
according to fair value methods.

o FUTURES -- last sales price or, if there is no sale, latest available
bid price.

o OTHER SECURITIES -- other securities and assets for which market
quotations are not readily available or for which valuation cannot be
provided are valued at their fair value under the direction of the
Board of Trustees of the Trust.

Events or circumstances affecting the values of portfolio securities that
occur between the closing of their principal markets and the time the nav is
determined may be reflected in the trust's calculation of net asset values for
the portfolio when the trust's manager deems that the particular event or
circumstance would materially affect such portfolio's net asset value.

The effect of fair value pricing as described above is that securities may
not be priced on the basis of the last sales price or even quotations from the
primary market in which they are traded, but rather may be priced by another
method that the Trust's Board of Trustees believes accurately reflects fair
value. This policy is intended to assure that the Portfolio's net asset value
fairly reflects security values as of the time of pricing.

TAX CONSEQUENCES OF BUYING, SELLING AND HOLDING PORTFOLIO SHARES

Each Portfolio of the Trust is treated as a separate entity and intends to
continue to qualify to be treated as a regulated investment company for federal
income tax purposes. Regulated investment companies are not taxed at the entity
(Portfolio) level to the extent they pass through their income and gains to
their shareholders by paying dividends. 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, types of income, and dividend
payment requirements. Although the Trust intends that each Portfolio will be
operated to have no federal tax liability, if they have any federal tax
liability, it 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 regulated investment
company status because the shareholders of the Portfolio that are insurance
company separate accounts will then be able to use a favorable investment
diversification testing rule in determining whether the Contracts indirectly
funded by the Portfolio meet tax qualification rules for those accounts. 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. Equitable, in its capacity as
Administrator and Manager, therefore carefully monitors compliance with all of
the regulated investment company rules and variable insurance contract
investment diversification rules.

Contractowners seeking to understand the tax consequences of their
investment should consult with their tax advisers or the insurance company that
issued their variable product or refer to their Contract prospectus.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
financial performance for Class IA and Class IB shares of the Acquiring
Portfolio. The financial information is for the period of the Portfolio's
operations. The information below for the Class IA and Class IB shares has been
derived from the financial statements of the Trust, which has been audited by
PricewaterhouseCoopers LLP, independent public accountants.
PricewaterhouseCoopers LLP's report on the Trust's financial statements as of
December 31, 2002 appears in the Statement of Additional Information. Certain
information reflects financial results for a single Portfolio share. The total
returns in the table represent the rate that a Contractowner would have earned
(or lost) on an investment in the Portfolio (assuming reinvestment of all
dividends and disbursements). The total return figures shown below do not
reflect any separate account or Contract fees and charges. The information
should be read in conjunction with the financial statements.

ALLIANCE INTERNATIONAL PORTFOLIO FINANCIAL HIGHLIGHTS

YEAR ENDED
DECEMBER 31, 2002
----------------------------
CLASS IA CLASS IB
------------ -------------

Net asset value, beginning of year ................................ $ 8.03 $ 7.94
-------- --------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ........................................... .01 .01
Net realized and unrealized gain on investments and
foreign currency transactions .................................. (0.80) (0.82)
-------- --------
Total from investment operations ................................ (0.79) (0.81)
-------- --------
Net asset value, end of year .................................... $ 7.24 $ 7.13
======== ========
Total return .................................................... (9.84)% (10.20)%
======== ========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000's) ................................... $876,907 $205,496
Ratio of expenses to average net assets after waivers ............. 1.02% 1.27%
Ratio of expenses after waivers, and fees paid indirectly ......... 1.00% 1.25%
Ratio of expenses to average net assets before waivers and
fees paid indirectly ............................................ 1.04% 1.29%
Ratio of net investment income to average net assets after
waivers ......................................................... 0.60% 0.35%
Ratio of net investment income to average net assets after
waivers, and fees paid indirectly ............................... 0.62% 0.37%
Ratio of net investment income to average net assets before
waivers and fees paid indirectly ................................ 0.58% 0.33%
Portfolio turnover rate ........................................... 47% 47%

VOTING INFORMATION

VOTING RIGHTS

Contractowners with amounts allocated to International Index Portfolio at
the close of business on [March 6], 2003 ("Record Date") will be entitled to be
present and give voting instructions for the Portfolio at the Special Meeting
with respect to shares attributable to their Contracts as of the Record Date.
Equitable will vote the shares for which it receives timely voting instructions
from Contractowners in accordance with those instructions.

Each whole share of an Acquired Portfolio is entitled to one vote as to
each matter with respect to which it is entitled to vote, as described above,
and each fractional share is entitled to a proportionate fractional vote. Votes
cast by proxy or in person by the Shareholder at the Special Meeting will be
counted by persons appointed as inspectors of election for the Special Meeting.
As of the Record Date, there were [ ] Class IA shares and [ ] Class IB shares
of the Acquired Portfolio issued and outstanding. Equitable held 100% of those
shares.

REQUIRED SHAREHOLDER VOTE

Approval of the Reorganization Plan requires the vote of a majority of the
shares of the Acquired Portfolio voted at the Special Meeting. If a voting
instruction card is not marked to indicate voting instructions but is signed,
dated and returned, it will be treated as an instruction to vote the shares in
favor of the proposal. If a Contractowner abstains from voting as to any
matter, the shares represented by the abstention will be deemed present at the
Special Meeting for purposes of determining a quorum.

[To the knowledge of the Trust, as of the Record Date, no current Trustee
owns 1% or more of the outstanding shares of International Index Portfolio, and
the officers and Trustees own, as a group, less than 1% of the shares of
International Index Portfolio.]

Equitable may be deemed to be a control person of the Trust by virtue of
its direct or indirect ownership of 99.9% of the Trust's shares as of the
Record Date. Equitable is located at 1290 Avenue of the Americas, New York, New
York 10104 and is organized under the laws of New York. Equitable is a
wholly-owned subsidiary of AXA Financial, Inc., itself a wholly-owned
subsidiary of AXA, a French insurance holding company. [Appendix B hereto lists
the persons that, as of the Record Date, owned beneficially or of record 5% or
more of the outstanding shares of any Class of the Acquiring Portfolio or the
Acquired Portfolio.]

SOLICITATION OF VOTING INSTRUCTIONS

Solicitation of voting instructions is being made primarily by the mailing
of this Notice and Proxy Statement/Prospectus with its enclosures on or about
March 25, 2003. In addition to the solicitation of voting instructions by mail,
employees of the Trust and its affiliates, without additional compensation, may
solicit voting instructions in person or by telephone, telegraph, fax, or oral
communication. Employees of Equitable and its subsidiaries as well as officers
and agents of the Trust may solicit voting instruction cards.

Equitable will vote the shares for which Equitable receives timely voting
instructions from Contractowners in accordance with those instructions.
Equitable will vote shares attributable to Contracts for which Equitable is the
Contractowner for each proposal. Shares in each investment division of a
Separate Account for which Equitable receives no timely voting instructions
from Contractowners, or which are attributable to amounts retained by Equitable
as surplus or seed money, will be voted by Equitable for or against approval of
the proposal, or as an abstention, in the same proportion as the shares for
which Contractowners (other than Equitable) have provided voting instructions
to Equitable.

Voting instructions executed by a Contractowner may be revoked at any time
prior to the Shareholder voting the shares represented thereby by the

Contractowner providing the Shareholder with a properly executed written
revocation of such voting instructions, or by the Contractowner providing the
Shareholder with proper later-dated voting instructions by telephone or by the
Internet. In addition, any Contractowner who attends the Special Meeting in
person may provide voting instructions by voting instruction card at the
Meeting, thereby canceling any voting instruction previously given. Proxies
executed by the Shareholder may be revoked at any time before they are
exercised by a written revocation duly received, by properly executing a
later-dated proxy or by attending the Special Meeting and voting in person, by
telephone or by the Internet. The Trust expects that information statements and
voting instruction cards, prepared for use by Equitable, as the sole
Shareholder of International Index Portfolio, as well as this Proxy
Statement/Prospectus, will be mailed to the Contractowners by Equitable on or
about March 25, 2003 in order to obtain voting instructions from the
Contractowners.

The Shareholder will vote as directed by the voting instruction card, but
in the absence of voting instructions in any voting instruction card that is
signed and returned, the Shareholder intends to vote "FOR" the applicable
proposal(s) and may vote in its discretion with respect to other matters not
now known to the Board that may be presented at the Special Meeting.

PROXY SOLICITATION

The cost of the Special Meeting, including the cost of solicitation of
proxies and voting instructions [(estimated at $100,000)], will be borne by the
Trust and allocated to the Acquired Portfolio and Acquiring Portfolio pro rata
based on each Portfolio's net assets. The Trust has engaged the services of
ALAMO direct ("Alamo") to assist it in the solicitation of proxies for the
Special Meeting. The principal solicitation will be by mail, but voting
instructions also may be solicited by telephone, personal interview by officers
or agents of the Trust or the Internet. Alamo will be paid no more than
[$25,000] for proxy solicitation services. Contractowners can provide voting
instructions: (1) by Internet at our website at https://vote.proxy-direct.com
(2) by telephone at (866)241-6192; (3) by fax at (888) 796-9932; or (4) by
mail, with the enclosed voting instruction card.

ADJOURNMENT

If sufficient votes in favor of the Proposal are not received by the time
scheduled for the Special Meeting, the persons named as proxies may propose one
or more adjournments of the Special Meeting to permit further solicitation of
proxies. Any adjournment will require the affirmative vote of a majority of the
votes cast on the question in person or by proxy at the session of the Special
Meeting to be adjourned. The Shareholder will vote in favor of such adjournment
those proxies that it is entitled to vote in favor of the Proposal. The
Shareholder will vote against the adjournment those proxies required to be
voted against the Proposal. The Trust will pay the costs of any additional
solicitation and any adjourned session.

OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING

The Trust does not know of any matters to be presented at the Special
Meeting other than those described in this Proxy Statement/Prospectus. If other
business should properly come before the Special Meeting, the proxyholders will
vote thereon in accordance with their best judgment.

SHAREHOLDER PROPOSALS. The Trust is not required to hold regular
Shareholder meetings and, in order to minimize its costs, does not intend to
hold meetings of shareholders unless so required by applicable law, regulation,
regulatory policy, or if otherwise deemed advisable by the Trust's management.
Therefore, it is not practicable to specify a date by which proposals must be
received in order to be incorporated in an upcoming proxy statement for a
meeting of shareholders.

ADDITIONAL INFORMATION

Additional information regarding the Acquiring Portfolio and the Acquired
Portfolio can be found in the Trust's Prospectus dated May 1, 2002 and the
Trust's Statement of Additional Information ("SAI") dated May 1, 2002 (filed
with the SEC on April 3, 2002 (file nos. 333-17217 and 811-07953)), which is
incorporated herein by reference. The Trust will furnish, without charge, to
any Contractowner, upon request, a copy of the current Prospectus, or SAI. Such
requests may be directed to the Trust by writing to 1290 Avenue of the
Americas, New York, New York 10104, or by calling 1-800-528-0204.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTION CARD IS
REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT
CONTRACTOWNERS INSTRUCT THE SHAREHOLDER TO VOTE "FOR" EACH PROPOSAL. IF
EXECUTED BUT UNMARKED VOTING INSTRUCTIONS ARE RECEIVED, THE SHAREHOLDER WILL
VOTE THOSE UNMARKED VOTING INSTRUCTIONS IN FAVOR OF THE PROPOSAL.

Patricia Louie,
Secretary of the Trust

March 25, 2003
1290 Avenue of the Americas
New York, New York 10104

APPENDIX A

FORM OF
PLAN OF REORGANIZATION AND TERMINATION

THIS PLAN OF REORGANIZATION AND TERMINATION ("Plan") is made as of this [24th]
day of April, 2003, by EQ Advisors Trust, a Delaware statutory trust ("Trust"),
with its principal place of business at 1290 Avenue of the Americas, New York,
New York 10104, on behalf of the EQ/Alliance International Portfolio
("Acquiring Portfolio") and the EQ/International Equity Index Portfolio
("Acquired Portfolio"), each a segregated portfolio of assets ("series") of the
Trust (each a "Portfolio").

The Trust is a trust that is duly organized, validly existing, and in good
standing under the laws of the State of Delaware and is duly registered under
the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company. The Trust sells shares of beneficial interest,
$0.01 par value per share, in the Portfolios ("shares") to separate accounts of
The Equitable Life Assurance Society of the United States ("Equitable"). Each
Portfolio is an underlying investment option for separate accounts that fund
certain variable annuity contracts and/or variable life insurance policies
issued by Equitable ("Contracts"). Shares of the Acquired Portfolio are held
entirely by separate accounts of Equitable ("Separate Accounts"), and shares of
the Acquiring Portfolio also are held entirely by separate accounts of
Equitable ("Acquiring Portfolio Accounts"). Under applicable law, the assets of
all such accounts (i.e., the shares of the Portfolios) are the property of
Equitable (which is the owner of record of all those shares) and are held for
the benefit of the Contract holders.

The Trust wishes to effect a reorganization described in section 368(a)(1)
of the Internal Revenue Code of 1986, as amended ("Code"), and intends this
Plan to be, and adopts it as, a "plan of reorganization" within the meaning of
the regulations under the Code ("Regulations"). The reorganization will consist
of the transfer of all assets of the Acquired Portfolio to the Acquiring
Portfolio in exchange solely for shares of beneficial interest in the Acquiring
Portfolio, the assumption by the Acquiring Portfolio of all liabilities of the
Acquired Portfolio, and the distribution of those shares to the Separate
Accounts in complete liquidation of the Acquired Portfolio (all the foregoing
transactions being referred to herein collectively as the "Reorganization"),
all on the terms and conditions hereinafter set forth in this Plan.

The Trustees of the Trust have determined that the Reorganization is in
the best interests of each Portfolio and its shareholders and that the
interests of the existing shareholders of each Portfolio would not be diluted
as a result of the Reorganization.

Each Portfolio is duly organized as a series of the Trust. The Acquired
Portfolio Shares are divided into two classes, designated Class IA and Class IB

A-1

shares ("Class IA Acquired Portfolio Shares" and "Class IB Acquired Portfolio
Shares," respectively). The Acquiring Portfolio Shares also are divided into
two classes, also designated Class IA and Class IB shares ("Class IA Acquiring
Portfolio Shares" and "Class IB Acquiring Portfolio Shares," respectively).
Each class of Acquiring Portfolio Shares is substantially similar to the
corresponding class of Acquired Portfolio Shares, i.e., the Portfolios' Class
IA and Class IB shares correspond to each other.

1. PLAN OF REORGANIZATION AND TERMINATION

1.1 Subject to the requisite approval of the Acquired Portfolio's
shareholders and the other terms and conditions herein set forth, the Acquired
Portfolio shall assign, convey, transfer, and deliver all of its assets
described in paragraph 1.2 to the Acquiring Portfolio. In exchange therefor,
the Acquiring Portfolio shall --

(a) issue and deliver to the Acquired Portfolio the number of full and
fractional (rounded to the eighth decimal place) (i) Class IA Acquiring
Portfolio Shares determined by dividing the Acquired Portfolio's net value
(computed in the manner and as of the time and date set forth in paragraph
2.1) ("Acquired Portfolio Value") attributable to the Class IA Acquired
Portfolio Shares by the net asset value ("NAV") of a Class IA Acquiring
Portfolio Share (computed in the manner and as of the time and date set
forth in paragraph 2.2), and (ii) Class IB Acquired Portfolio Shares
determined by dividing the Acquired Portfolio Value attributable to the
Class IB Acquired Portfolio Shares by the NAV of a Class IB Acquiring
Portfolio Share (as so computed in the manner and as of the time and date
set forth in paragraph 2.2); and

(b) assume all liabilities of the Acquired Portfolio, as set forth in
paragraph 1.3.

Such transactions shall take place at the closing provided for in paragraph 3.1
("Closing").

1.2 The assets of the Acquired Portfolio to be acquired by the Acquiring
Portfolio shall consist of all assets and property owned by the Acquired
Portfolio (including all cash, securities, commodities, futures interests,
interest and dividends receivable, claims and rights of action, rights to
register shares under applicable securities laws, and books and records, and
any deferred or prepaid expenses shown as an asset on its books) on the closing
date provided for in paragraph 3.1 ("Closing Date") (collectively, "Assets").

1.3 The Acquired Portfolio will endeavor to discharge all of its known
liabilities and obligations prior to the Closing Date. The Acquiring Portfolio
shall assume all liabilities, debts, obligations, and duties of whatever kind
or nature of the Acquired Portfolio, whether absolute, accrued, contingent, or
otherwise, known or unknown, existing at the Valuation Date defined in
paragraph 2.1 (collectively, "Liabilities").

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1.4 On or as soon as practicable prior to the Closing Date, the Acquired
Portfolio will declare and pay to the Separate Accounts one or more dividends
and/or other distributions so that it will have distributed substantially all
(and in no event less than 98%) of its investment company taxable income
(computed without regard to any deduction for dividends paid) and realized net
capital gain, if any, for the current taxable year through the Closing Date.

1.5 Immediately after the transfer of assets provided for in paragraph
1.1, the Acquired Portfolio will distribute the Acquiring Portfolio Shares it
receives pursuant to paragraph 1.1(a) to the Separate Accounts, in proportion
to their Acquired Portfolio shares held of record as of immediately after the
close of business on the Closing Date, and will completely liquidate. Such
distribution and liquidation will be accomplished by the transfer of the
Acquiring Portfolio Shares then credited to the account of the Acquired
Portfolio on the books of the Acquiring Portfolio to open accounts on the share
records of the Acquiring Portfolio in the names of the Separate Accounts, by
class (i.e., the account for a Separate Account that holds Class IA Acquired
Portfolio Shares shall be credited with the respective pro rata number of Class
IA Acquiring Portfolio Shares due that Separate Account, and the account for a
Separate Account that holds Class IB Acquired Portfolio Shares shall be
credited with the respective pro rata number of Class IB Acquiring Portfolio
Shares due that Separate Account). The aggregate net asset value of Acquiring
Portfolio Shares to be so credited to each Separate Account shall be equal to
the aggregate net asset value of the Acquired Portfolio Shares owned by such
Separate Account on the Closing Date. All issued and outstanding shares of the
Acquired Portfolio will simultaneously be canceled on its books. The Acquiring
Portfolio shall not issue certificates representing the Acquiring Portfolio
Shares in connection with the Reorganization.

1.6 Ownership of Acquiring Portfolio Shares will be shown on the books of
the Acquiring Portfolio's Transfer Agent (as defined in paragraph 3.3).

1.7 Any reporting responsibility of the Acquired Portfolio, including the
responsibility for filing regulatory reports, tax returns, and other documents
with the Securities and Exchange Commission ("Commission"), any state
securities commission, any federal, state, and local tax authorities, and any
other relevant regulatory authority, is and shall remain the Acquired
Portfolio's responsibility.

2. VALUATION

2.1 The value of the Assets shall be their value computed as of
immediately after the close of business of the New York Stock Exchange and
after the declaration of any dividends on the Closing Date (such time and date
being hereinafter called the "Valuation Date"), using the valuation procedures
in the Trust's then-current prospectus and statement of additional information
and valuation procedures established by the Trust's Board of Trustees. For
purposes of paragraph 1.1(a), the Acquired Portfolio's net value shall be the
value computed pursuant to the preceding sentence less the amount of the
Liabilities as of the Valuation Date.

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2.2 For purposes of paragraph 1.1(a), the net asset value per share of
each class of the Acquiring Portfolio shall be its net asset value computed as
of the Valuation Date, using the valuation procedures set forth in the Trust's
then-current prospectus and statement of additional information and valuation
procedures established by the Trust's Board of Trustees.

2.3 All computations of value shall be made by The Equitable Life
Assurance Society of the United States ("Equitable"), in its capacity as
administrator for the Trust, and shall be subject to confirmation by the
Trust's independent accountants.

3. CLOSING AND CLOSING DATE

3.1 Unless the Trust determines otherwise, the Closing Date shall be
[April 25, 2003], and all acts taking place at the Closing shall be deemed to
take place simultaneously as of immediately after the close of business on the
Closing Date. The close of business on the Closing Date shall be as of 4:00
p.m., Eastern Time. The Closing shall be held at the offices of the Trust or at
such other place as the Trust determines.

3.2 The Trust shall direct The JPMorgan Chase Bank, as custodian for the
Acquired Portfolio ("Custodian"), to deliver, at the Closing, a certificate of
an authorized officer stating that (a) the Assets have been delivered in proper
form to the Acquiring Portfolio within two business days prior to or on the
Closing Date and (b) all necessary taxes in connection with the delivery of the
Assets, including all applicable federal and state stock transfer stamps, if
any, have been paid or provision for payment has been made. The Acquired
Portfolio's portfolio securities represented by a certificate or other written
instrument shall be transferred and delivered by the Acquired Portfolio as of
the Closing Date for the account of the Acquiring Portfolio duly endorsed in
proper form for transfer in such condition as to constitute good delivery
thereof. The Custodian shall deliver as of the Closing Date by book entry, in
accordance with the customary practices of the Custodian and any securities
depository (as defined in Rule 17f-4 under the 1940 Act) in which any Assets
are deposited, the Assets that are deposited with such depositories. The cash
to be transferred by the Acquired Portfolio shall be delivered by wire transfer
of federal funds on the Closing Date.

3.3 The Trust shall direct Equitable, in its capacity as the Trust's
transfer agent ("Transfer Agent"), to deliver at the Closing a certificate of
an authorized officer stating that its records contain the number and
percentage ownership of outstanding Acquired Portfolio Shares owned by each
Separate Account immediately prior to the Closing.

3.4 If on the Valuation Date (a) the New York Stock Exchange or another
primary trading market for portfolio securities of either Portfolio (each, an
"Exchange") is closed to trading or trading thereupon is restricted or (b)
trading or the reporting of trading on an Exchange or elsewhere is disrupted so
that, in the judgment of the Board of Trustees of the Trust, accurate appraisal
of the

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value of the net assets of either Portfolio is impracticable, the Closing Date
shall be postponed until the first business day after the day when trading has
been fully resumed and reporting has been restored.

4. CONDITIONS PRECEDENT

4.1 The Trust's obligation to implement this Plan on the Acquiring
Portfolio's behalf shall be subject to satisfaction of the following conditions
at or before the Closing Date:

(a) The Acquired Portfolio is duly organized as a series of the Trust;

(b) On the Closing Date, the Trust, on behalf of the Acquired
Portfolio, will have good and marketable title to the Assets and full
right, power, and authority to sell, assign, transfer, and deliver the
Assets hereunder free of any liens or other encumbrances, and upon delivery
and payment for the Assets, the Trust, on behalf of the Acquiring
Portfolio, will acquire good and marketable title thereto, subject to no
restrictions on the full transfer thereof, including such restrictions as
might arise under the Securities Act of 1933, as amended ("1933 Act");

(c) The Acquired Portfolio is not engaged currently, and the
execution, delivery, and performance of this Plan will not result, in (1) a
material violation of the Trust's Amended and Restated Agreement and
Declaration of Trust ("Declaration of Trust") or By-Laws or of any
agreement, indenture, instrument, contract, lease, or other undertaking to
which the Trust, on behalf of the Acquired Portfolio, is a party or by
which it is bound, or (2) the acceleration of any obligation, or the
imposition of any penalty, under any agreement, indenture, instrument,
contract, lease, judgment, or decree to which the Trust, on behalf of the
Acquired Portfolio, is a party or by which it is bound;

(d) All material contracts and other commitments of the Acquired
Portfolio (other than this Plan and certain investment contracts, including
options, futures, and forward contracts) will terminate without liability
to the Acquired Portfolio on or prior to the Closing Date;

(e) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or, to its
knowledge, threatened against the Trust with respect to the Acquired
Portfolio or any of its properties or assets that, if adversely determined,
would materially and adversely affect its financial condition or the
conduct of its business. The Trust, on behalf of the Acquired Portfolio,
knows of no facts that might form the basis for the institution of such
proceedings and is not a party to or subject to the provisions of any
order, decree, or judgment of any court or governmental body that
materially and adversely affects its business or its ability to consummate
the transactions herein contemplated;

A-5

(f) The Statement of Assets and Liabilities, Statements of Operations
and Changes in Net Assets, and Portfolio of Investments of the Acquired
Portfolio at December 31, 2002, have been audited by PricewaterhouseCoopers
LLP, independent accountants, and are in accordance with generally accepted
accounting principles ("GAAP") consistently applied. Equitable represents
that such statements present fairly, in all material respects, the
financial condition of the Acquired Portfolio as of such date in accordance
with GAAP, and there are no known contingent liabilities of the Acquired
Portfolio required to be reflected on a balance sheet (including the notes
thereto) in accordance with GAAP as of such date not disclosed therein;

(g) Since December 31, 2002, there has not been any material adverse
change in the Acquired Portfolio's financial condition, assets,
liabilities, or business, other than changes occurring in the ordinary
course of business, or any incurrence by the Acquired Portfolio of
indebtedness maturing more than one year from the date such indebtedness
was incurred. For purposes of this subparagraph, a decline in net asset
value per Acquired Portfolio Share due to declines in market values of
securities held by the Acquired Portfolio, the discharge of Acquired
Portfolio liabilities, or the redemption of Acquired Portfolio Shares by
shareholders of the Acquired Portfolio shall not constitute a material
adverse change;

(h) On the Closing Date, all federal and other tax returns, dividend
reporting forms, and other tax-related reports of the Acquired Portfolio
required by law to have been filed by such date (including any extensions)
shall have been filed and are or will be correct in all material respects,
and all federal and other taxes shown as due or required to be shown as due
on said returns and reports shall have been paid or provision shall have
been made for the payment thereof, and to the best of the Trust's
knowledge, no such return is currently under audit and no assessment has
been asserted with respect to such returns;

(i) The Acquired Portfolio is a "fund" as defined in section 851(g)(2)
of the Code; for each taxable year of its operation (including the taxable
year ending on the Closing Date), the Acquired Portfolio has met (or will
meet) the requirements of Subchapter M of the Code for qualification as a
regulated investment company ("RIC"), has complied (or will comply) with
the applicable diversification requirements imposed by Subchapter L of the
Code, and has been (or will be) eligible to and has computed (or will
compute) its federal income tax under section 852 of the Code; the Acquired
Portfolio will have distributed all of its investment company taxable
income and net capital gain (as defined in the Code) that has accrued
through the Closing Date; the Assets will be invested at all times through
the Closing Date in a manner that ensures compliance with the foregoing;
and the Acquired Portfolio has no earnings and profits accumulated in any
taxable year in which the provisions of Subchapter M did not apply to it;

A-6

(j) All issued and outstanding shares of the Acquired Portfolio are,
and on the Closing Date will be, duly and validly issued and outstanding,
fully paid, and non-assessable by the Trust and have been offered and sold
in every state and the District of Columbia in compliance in all material
respects with applicable registration requirements of the 1933 Act and
state securities laws; all issued and outstanding shares of the Acquired
Portfolio will, at the time of Closing, be held by the persons and in the
amounts set forth in the records of the Transfer Agent, on behalf of the
Acquired Portfolio, as provided in paragraph 3.3; and the Acquired
Portfolio does not have outstanding any options, warrants, or other rights
to subscribe for or purchase any Acquired Portfolio Shares, nor is there
outstanding any security convertible into any Acquired Portfolio Shares;

(k) The Acquired Portfolio incurred the Liabilities in the ordinary
course of its business;

(l) The Acquired Portfolio is not under the jurisdiction of a court in
a "title 11 or similar case" (within the meaning of section 368(a)(3)(A) of
the Code);

(m) During the five-year period ending on the Closing Date, (1)
neither the Acquired Portfolio nor any person "related" (as defined in
section 1.368-1(e)(3) of the Regulations) to it will have acquired Acquired
Portfolio Shares, either directly or through any transaction, agreement, or
arrangement with any other person, with consideration other than Acquiring
Portfolio Shares or Acquired Portfolio Shares, except for shares redeemed
in the ordinary course of the Acquired Portfolio's business as a series of
an open-end investment company as required by section 22(e) of the 1940
Act, and (2) no distributions will have been made with respect to Acquired
Portfolio Shares, other than normal, regular dividend distributions made
pursuant to the Acquired Portfolio's historic dividend-paying practice that
qualify for the deduction for dividends paid (as defined in section 561 of
the Code) referred to in sections 852(a)(1) and 4982(c)(1)(A) of the Code;
and

(n) Not more than 25% of the value of the Acquired Portfolio's total
assets (excluding cash, cash items, and U.S. government securities) is
invested in the stock and securities of any one issuer, and not more than
50% of the value of such assets is invested in the stock and securities of
five or fewer issuers.

4.2 The Trust's obligation to implement this Plan on the Acquired
Portfolio's behalf shall be subject to satisfaction of the following conditions
on or before the Closing Date:

(a) The Acquiring Portfolio is duly organized as a series of the
Trust;

(b) No consideration other than Acquiring Portfolio Shares (and the
Acquiring Portfolio's assumption of the Liabilities) will be issued in
exchange for the Assets in the Reorganization;

A-7

(c) The Acquiring Portfolio is not engaged currently, and the
execution, delivery, and performance of this Plan will not result, in (1) a
material violation of the Declaration of Trust or the Trust's By-Laws or of
any agreement, indenture, instrument, contract, lease, or other undertaking
to which the Trust, on behalf of the Acquiring Portfolio, is a party or by
which it is bound, or (2) the acceleration of any obligation, or the
imposition of any penalty, under any agreement, indenture, instrument,
contract, lease, judgment, or decree to which the Trust, on behalf of the
Acquiring Portfolio, is a party or by which it is bound;

(d) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or, to its
knowledge, threatened against the Trust with respect to the Acquiring
Portfolio or any of its properties or assets that, if adversely determined,
would materially and adversely affect its financial condition or the
conduct of its business. The Trust, on behalf of the Acquiring Portfolio,
knows of no facts that might form the basis for the institution of such
proceedings and is not a party to or subject to the provisions of any
order, decree, or judgment of any court or governmental body that
materially and adversely affects its business or its ability to consummate
the transactions herein contemplated;

(e) The Statement of Assets and Liabilities, Statements of Operations
and Changes in Net Assets, and Portfolio of Investments of the Acquiring
Portfolio at December 31, 2002, have been audited by PricewaterhouseCoopers
LLP, independent accountants, and are in accordance with GAAP consistently
applied. Equitable represents that such statements present fairly, in all
material respects, the financial condition of the Acquiring Portfolio as of
such date in accordance with GAAP, and there are no known contingent
liabilities of the Acquiring Portfolio required to be reflected on a
balance sheet (including the notes thereto) in accordance with GAAP as of
such date not disclosed therein;

(f) Since December 31, 2002, there has not been any material adverse
change in the Acquiring Portfolio's financial condition, assets,
liabilities, or business, other than changes occurring in the ordinary
course of business, or any incurrence by the Acquiring Portfolio of
indebtedness maturing more than one year from the date such indebtedness
was incurred. For purposes of this subparagraph, a decline in net asset
value per Acquiring Portfolio Share due to declines in market values of
securities held by the Acquiring Portfolio, the discharge of Acquiring
Portfolio liabilities, or the redemption of Acquiring Portfolio Shares by
shareholders of the Acquiring Portfolio shall not constitute a material
adverse change;

(g) On the Closing Date, all federal and other tax returns, dividend
reporting forms, and other tax-related reports of the Acquiring Portfolio
required by law to have been filed by such date (including any extensions)
shall have been filed and are or will be correct in all material respects,
and

A-8

all federal and other taxes shown as due or required to be shown as due on
said returns and reports shall have been paid or provision shall have been
made for the payment thereof, and to the best of the Trust's knowledge, no
such return is currently under audit and no assessment has been asserted
with respect to such returns;

(h) The Acquiring Portfolio is a "fund" as defined in section
851(g)(2) of the Code; for each taxable year of its operation (including
the taxable year that includes the Closing Date), the Acquiring Portfolio
has met (or will meet) the requirements of Subchapter M of the Code for
qualification as a RIC, has complied (or will comply) with the applicable
diversification requirements imposed by Subchapter L of the Code, and has
been (or will be) eligible to and has computed (or will compute) its
federal income tax under section 852 of the Code; and the Acquiring
Portfolio has no earnings and profits accumulated in any taxable year in
which the provisions of Subchapter M did not apply to it;

(i) All issued and outstanding Acquiring Portfolio Shares are, and on
the Closing Date will be, duly and validly issued and outstanding, fully
paid, and non-assessable by the Trust and have been offered and sold in
every state and the District of Columbia in compliance in all material
respects with applicable registration requirements of the 1933 Act and
state securities laws; and the Acquiring Portfolio does not have
outstanding any options, warrants, or other rights to subscribe for or
purchase any Acquiring Portfolio Shares, nor is there outstanding any
security convertible into any Acquiring Portfolio Shares;

(j) The Acquiring Portfolio has no plan or intention to issue
additional Acquiring Portfolio Shares following the Reorganization except
for shares issued in the ordinary course of its business as a series of an
open-end investment company; nor does the Acquiring Portfolio, or any
person "related" (within the meaning of section 1.368-1(e)(3) of the
Regulations) to it, have any plan or intention to acquire -- during the
five-year period beginning on the Closing Date, either directly or through
any transaction, agreement, or arrangement with any other person -- with
consideration other than Acquiring Portfolio Shares, any Acquiring
Portfolio Shares issued to the Separate Accounts pursuant to the
Reorganization, except for redemptions in the ordinary course of such
business as required by section 22(e) of the 1940 Act;

(k) Following the Reorganization, the Acquiring Portfolio (1) will
continue the Acquired Portfolio's "historic business" (within the meaning
of section 1.368-1(d)(2) of the Regulations) and (2) will use a significant
portion of the Acquired Portfolio's "historic business assets" (within the
meaning of section 1.368-1(d)(3) of the Regulations) in a business;
moreover, the Acquiring Portfolio (3) has no plan or intention to sell or
otherwise dispose of any of the Assets, except for dispositions made in the
ordinary

A-9

course of that business and dispositions necessary to maintain its status
as a RIC, and (4) expects to retain substantially all the Assets in the
same form as it receives them in the Reorganization, unless and until
subsequent investment circumstances suggest the desirability of change or
it becomes necessary to make dispositions thereof to maintain such status;

(l) There is no plan or intention for the Acquiring Portfolio to be
dissolved or merged into another business trust or a corporation or any
"fund" thereof (within the meaning of section 851(g)(2) of the Code)
following the Reorganization;

(m) The Acquiring Portfolio does not directly or indirectly own, nor
on the Closing Date will it directly or indirectly own, nor has it directly
or indirectly owned at any time during the past five years, any shares of
the Acquired Portfolio;

(n) During the five-year period ending on the Closing Date, neither
the Acquiring Portfolio nor any person "related" (as defined in section
1.368-1(e)(3) of the Regulations) to it will have acquired Acquired
Portfolio Shares with consideration other than Acquiring Portfolio Shares;

(o) Immediately after the Reorganization, (1) not more than 25% of the
value of the Acquiring Portfolio's total assets (excluding cash, cash
items, and U.S. government securities) will be invested in the stock and
securities of any one issuer and (2) not more than 50% of the value of such
assets will be invested in the stock and securities of five or fewer
issuers; and

(p) The Acquiring Portfolio Shares to be issued and delivered to the
Acquired Portfolio, for the account of the Acquired Portfolio Shareholders,
pursuant to the terms of this Plan, will on the Closing Date have been duly
authorized and, when so issued and delivered, will be duly and validly
issued Acquiring Portfolio Shares and will be fully paid and non-assessable
by the Trust.

4.3 The Trust's obligation to implement this Plan on each Portfolio's
behalf shall be subject to satisfaction of the following conditions on or
before the Closing Date:

(a) No governmental consents, approvals, authorizations, or filings
are required under the 1933 Act, the Securities Exchange Act of 1934, as
amended ("1934 Act"), the 1940 Act, or state securities laws for the
Trust's adoption of this Plan, except for (1) the Trust's filing with the
Commission of a registration statement on Form N-14 relating to the
Acquiring Portfolio Shares issuable hereunder, and any supplement or
amendment thereto ("Registration Statement"), and (2) such consents,
approvals, authorizations, and filings as have been made or received or as
may be required subsequent to the Closing Date;

A-10

(b) The fair market value of the Acquiring Portfolio Shares received
by each Separate Account will be approximately equal to the fair market
value of its Acquired Portfolio Shares constructively surrendered in
exchange therefor;

(c) Its management (1) is unaware of any plan or intention of the
Separate Accounts to redeem, sell, or otherwise dispose of (i) any portion
of their Acquired Portfolio Shares before the Reorganization to any person
"related" (within the meaning of section 1.368-1(e)(3) of the Regulations)
to either Portfolio or (ii) any portion of the Acquiring Portfolio Shares
they receive in the Reorganization to any person "related" (within such
meaning) to the Acquiring Portfolio, (2) does not anticipate dispositions
of those Acquiring Portfolio Shares at the time of or soon after the
Reorganization to exceed the usual rate and frequency of dispositions of
shares of the Acquired Portfolio as a series of an open-end investment
company, (3) expects that the percentage of interests, if any, that will be
disposed of as a result of or at the time of the Reorganization will be de
minimis, and (4) does not anticipate that there will be extraordinary
redemptions of Acquiring Portfolio Shares immediately following the
Reorganization;

(d) The Separate Accounts will pay their own expenses, if any,
incurred in connection with the Reorganization;

(e) The fair market value of the Assets on a going concern basis will
equal or exceed the Liabilities to be assumed by the Acquiring Portfolio
and those to which the Assets are subject;

(f) There is no intercompany indebtedness between the Portfolios that
was issued or acquired, or will be settled, at a discount;

(g) Pursuant to the Reorganization, the Acquired Portfolio will
transfer to the Acquiring Portfolio, and the Acquiring Portfolio will
acquire, at least 90% of the fair market value of the net assets, and at
least 70% of the fair market value of the gross assets, the Acquired
Portfolio held immediately before the Reorganization. For the purposes of
the foregoing, any amounts the Acquired Portfolio uses to make redemptions
and distributions immediately before the Reorganization (except (1)
redemptions in the ordinary course of its business required by section
22(e) of the 1940 Act and (2) regular, normal dividend distributions made
to conform to its policy of distributing all or substantially all of its
income and gains to avoid the obligation to pay federal income tax and/or
the excise tax under section 4982 of the Code) will be included as assets
held thereby immediately before the Reorganization;

(h) None of the compensation received by Equitable as a service
provider to the Acquired Portfolio will be separate consideration for, or
allocable to, any of the Acquired Portfolio Shares that Acquired Portfolio
Shareholder held; none of the Acquiring Portfolio Shares any such Ac-

A-11

quired Portfolio Shareholder receives will be separate consideration for,
or allocable to, any employment agreement, investment advisory agreement,
or other service agreement; and the consideration paid to any such Acquired
Portfolio Shareholder will be for services actually rendered and will be
commensurate with amounts paid to third parties bargaining at arm's-length
for similar services;

(i) Immediately after the Reorganization, Equitable (through the
Separate Accounts and Acquiring Portfolio Accounts) will own shares
constituting "control" (within the meaning of section 304(c) of the Code)
of the Acquiring Portfolio;

(j) Neither Portfolio will be reimbursed for any expenses incurred by
it or on its behalf in connection with the Reorganization unless those
expenses are solely and directly related to the Reorganization (determined
in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B.
187) ("Reorganization Expenses");

(k) The aggregate value of the acquisitions, redemptions, and
distributions limited by paragraphs 4.1(m), 4.2(j), and 4.2(n) will not
exceed 50% of the value (without giving effect to such acquisitions,
redemptions, and distributions) of the proprietary interest in the Acquired
Portfolio on the Closing Date;

(l) The Trust shall have called a meeting of the shareholders of the
Acquired Portfolio to consider and act upon this Plan and to take all other
action necessary to obtain approval of the transactions contemplated
herein;

(m) The Registration Statement shall have become effective under the
1933 Act, no stop orders suspending the effectiveness thereof shall have
been issued, and, to the Trust's best knowledge, no investigation or
proceeding for that purpose shall have been instituted or be pending,
threatened, or contemplated under the 1933 Act;

(n) The Trust shall have received an opinion of Kirkpatrick & Lockhart
LLP ("Counsel") substantially to the effect that:

(1) Each Portfolio is a duly established series of the Trust, a
trust that is duly organized and validly existing under the laws of
the State of Delaware with power under the Declaration of Trust to own
all its properties and assets and, to Counsel's knowledge, to carry on
its business as presently conducted;

(2) This Plan (i) has been duly authorized and adopted by the
Trust on behalf of each Portfolio and (ii) is a valid and legally
binding obligation of the Trust with respect to each Portfolio,
enforceable in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium, and similar laws relating to or affecting
creditors' rights and by general principles of equity;

A-12

(3) The Acquiring Portfolio Shares to be issued and distributed
to the Acquired Portfolio Shareholders under this Plan, assuming their
due delivery as contemplated hereby, will be duly authorized, validly
issued and outstanding, and fully paid and non-assessable by the
Trust;

(4) The adoption of this Plan did not, and the consummation of
the transactions contemplated hereby will not, materially violate any
provision of the Declaration of Trust or the Trust's By-Laws or of any
agreement (known to Counsel, without any independent inquiry or
investigation) to which the Trust (with respect to either Portfolio)
is a party or by which it is bound or (to Counsel's knowledge, without
any independent inquiry or investigation) result in the acceleration
of any obligation, or the imposition of any penalty, under any
agreement, judgment, or decree to which the Trust (with respect to
either Portfolio) is a party or by which it is bound, except as set
forth in such opinion;

(5) To Counsel's knowledge (without any independent inquiry or
investigation), no consent, approval, authorization, or order of any
court or governmental authority is required for the consummation by
the Trust on behalf of either Portfolio of the transactions
contemplated herein, except any obtained under the 1933 Act, the 1934
Act, and the 1940 Act and any required under state securities laws;

(6) The Trust is registered with the Commission as an investment
company, and to Counsel's knowledge no order has been issued or
proceeding instituted to suspend such registration; and

(7) To Counsel's knowledge (without any independent inquiry or
investigation), (i) no litigation, administrative proceeding, or
investigation of or before any court or governmental body is pending
or threatened as to the Trust (with respect to either Portfolio) or
any of its properties or assets attributable or allocable to either
Portfolio and (ii) the Trust (with respect to each Portfolio) is not a
party to or subject to the provisions of any order, decree, or
judgment of any court or governmental body that materially and
adversely affects either Portfolio's business, except as set forth in
such opinion.

In rendering such opinion, Counsel may (1) rely, as to matters governed by
the laws of the State of Delaware, on an opinion of competent Delaware counsel,
(2) make assumptions regarding the authenticity, genuineness, and/or conformity
of documents and copies thereof without independent verification thereof, (3)
limit such opinion to applicable federal and state law, and (4) define the word
"knowledge" and related terms to mean the knowledge of attorneys then with
Counsel who have devoted substantive attention to matters directly related to
this Plan and the Reorganization; and

(o) The Trust shall have received an opinion of Counsel as to the
federal income tax consequences mentioned below ("Tax Opinion"). In

A-13

rendering the Tax Opinion, Counsel may assume satisfaction of all the
conditions set forth in this paragraph 4, may treat them as representations
and warranties the Trust made to Counsel, and may rely as to factual
matters, exclusively and without independent verification, on such
representations and warranties. The Tax Opinion shall be substantially to
the effect that, based on the facts and assumptions stated therein and
conditioned on consummation of the Reorganization in accordance with this
Plan, for federal income tax purposes:

(1) The Acquiring Portfolio's acquisition of the Assets in
exchange solely for Acquiring Portfolio Shares and its assumption of
the Liabilities, followed by the Acquired Portfolio's distribution of
those shares pro rata to the Separate Accounts constructively in
exchange for their Acquired Portfolio Shares, will qualify as a
reorganization within the meaning of section 368(a)(1) of the Code,
and each Portfolio will be "a party to a reorganization" within the
meaning of section 368(b) of the Code;

(2) The Acquired Portfolio will recognize no gain or loss on the
transfer of the Assets to the Acquiring Portfolio in exchange solely
for Acquiring Portfolio Shares and the Acquiring Portfolio's
assumption of the Liabilities or on the subsequent distribution of
those shares to the Separate Accounts in constructive exchange for
their Acquired Portfolio Shares;

(3) The Acquiring Portfolio will recognize no gain or loss on its
receipt of the Assets in exchange solely for Acquiring Portfolio
Shares and its assumption of the Liabilities;

(4) The Acquiring Portfolio's basis in the Assets will be the
same as the Acquired Portfolio's basis therein immediately before the
Reorganization, and the Acquiring Portfolio's holding period for the
Assets will include the Acquired Portfolio's holding period therefor;

(5) A Separate Account will recognize no gain or loss on the
constructive exchange of all its Acquired Portfolio Shares solely for
Acquiring Portfolio Shares pursuant to the Reorganization; and

(6) A Separate Account's aggregate basis in the Acquiring
Portfolio Shares it receives in the Reorganization will be the same as
the aggregate basis in its Acquired Portfolio Shares it constructively
surrenders in exchange for those Acquiring Portfolio Shares, and its
holding period for those Acquiring Portfolio Shares will include its
holding period for those Acquired Portfolio Shares, provided the
Separate Account held them as capital assets on the Closing Date.

Notwithstanding subparagraphs (2) and (4), the Tax Opinion may state that
no opinion is expressed as to the effect of the Reorganization on the
Portfolios

A-14

or any Acquired Portfolio Shareholder with respect to any Asset as to which any
unrealized gain or loss is required to be recognized for federal income tax
purposes at the end of a taxable year (or on the termination or transfer
thereof) under a mark-to-market system of accounting.

5. EXPENSES

The Reorganization Expenses shall be borne pro rata by the Acquired
Portfolio and Acquiring Portfolio. The Reorganization Expenses include costs
associated with obtaining any necessary order of exemption from the 1940 Act,
preparation of the Registration Statement, printing and distributing the
Acquiring Portfolio's prospectus and the Acquired Portfolio's proxy materials,
legal fees, accounting fees, securities registration fees, and expenses of
holding shareholders' meetings. Notwithstanding the foregoing, expenses shall
be paid by the party directly incurring them if and to the extent that the
payment thereof by another person would result in such party's disqualification
as a RIC or would prevent the Reorganization from qualifying as a tax-free
reorganization.

6. TERMINATION

This Plan may be terminated and the transactions contemplated hereby may
be abandoned by resolution of the Trust's Board of Trustees, at any time prior
to the Closing Date, if circumstances develop that, in its opinion, make
proceeding with this Plan inadvisable.

7. AMENDMENTS

The Trust's Board of Trustees may amend, modify, or supplement this Plan
at any time in any manner, notwithstanding the Acquired Portfolio's
shareholders' approval thereof; provided that, following such approval no such
amendment, modification, or supplement shall have a material adverse effect on
the Acquired Portfolio Shareholders' interests.

8. MISCELLANEOUS

8.1 This Plan shall be construed and interpreted in accordance with the
internal laws of the State of Delaware; provided that, in the case of any
conflict between those laws and the federal securities laws, the latter shall
govern.

8.2 Nothing expressed or implied herein is intended or shall be construed
to confer on or give any person, firm, trust, or corporation other than the
Portfolios and their respective successors and assigns any rights or remedies
under or by reason of this Plan.

8.3 Notice is hereby given that this instrument is adopted on behalf of
the Trust's Trustees solely in their capacities as Trustees, and not
individually, and that the Trust's obligations under this instrument are not
binding on or enforceable against any of its Trustees, officers, or
shareholders or any series of

A-15

the Trust other than the Portfolios but are only binding on and enforceable
against the respective Portfolios' property. Each Portfolio, in asserting any
rights or claims under this Plan, shall look only to the other Portfolio's
property in settlement of such rights or claims and not to such Trustees,
officers, or shareholders.

A-16

APPENDIX B

As of March , 2003, the following persons owned beneficially or of
record 5% or more of the outstanding shares of the specified Class of the
Acquiring Portfolio or the Acquired Portfolio:

% OF CLASS % OF PORTFOLIO % OF PORTFOLIO
BEFORE BEFORE AFTER
NAME AND ADDRESS PORTFOLIO CLASS REORGANIZATION REORGANIZATION REORGANIZATION
- ------------------ ----------- ------- ---------------- ---------------- ---------------

B-1

STATEMENT OF ADDITIONAL INFORMATION
OF EQ ADVISORS TRUST

SPECIAL MEETING OF SHAREHOLDERS OF
EQ/INTERNATIONAL EQUITY INDEX PORTFOLIO
OF EQ ADVISORS TRUST

SCHEDULED FOR [APRIL 23], 2003

- ------------------------------------------------------------------------------------
ACQUISITION OF THE ASSETS AND ASSUMPTION OF
THE LIABILITIES OF: BY AND IN EXCHANGE FOR SHARES OF:
- -------------------------------------------- -------------------------------------

EQ/International Equity Index Portfolio EQ/Alliance International Portfolio
("International Index Portfolio") ("Alliance International Portfolio")

each a series of:
EQ Advisors Trust
1290 Avenue of the Americas
New York, NY 10104

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

This Statement of Additional Information is available to owners of and
participants in variable life insurance contracts and variable annuity
certificates and contracts ("Contracts") with amounts allocated to
International Index Portfolio in connection with the proposed transaction
whereby all of the assets and liabilities of International Index Portfolio (the
"Acquired Portfolio") will be transferred to Alliance International Portfolio
(the "Acquiring Portfolio"), each a series of EQ Advisors Trust ("Trust"), in
exchange for shares of the Acquiring Portfolio.

This Statement of Additional Information of the Trust consists of this
cover page and the following documents:

1. Statement of Additional Information for the Trust dated May 1, 2002,
filed on April 3, 2002 (file nos. 333-17217 and 811-07953), which was filed
electronically with the Securities and Exchange Commission and is incorporated
by reference herein.

2. The Financial Statements for the Acquiring Portfolio and the Acquired
Portfolio for the period ended December 31, 2002, which are included herein.

This Statement of Additional Information is not a prospectus. A Proxy
Statement/Prospectus dated March 25, 2003 relating to the Reorganization of
International Index Portfolio may be obtained, without charge, by writing to
the Trust at 1290 Avenue of the Americas, New York, New York 10104 or calling
(800) 528-0404. This Statement of Additional Information should be read in
conjunction with the Proxy Statement/Prospectus.

S-1

EQ ADVISORS TRUST
2002 ANNUAL REPORT
N-14 Version

l
U.S. ECONOMIC REVIEW AND OUTLOOK
The U.S. economy recovered in 2002, but the recovery proved to be uneven, if not
erratic. Indeed, at times, it appeared that the economy was racing ahead, while
other times it seemed to be at a standstill. For the year ending in December,
Real GDP is estimated to have increased about 3%, close to our expectations for
the year. However, the recovery was not smooth, as there was a lot of volatility
from one quarter to the next. Indeed, Real GDP growth surged 5% in the first
quarter; slowed to 1.25% in the second quarter; sped-up to 4% in the third
quarter; and, appears to have slowed again, rising between 1 to 1.5% in the
fourth quarter.

The volatility in the economy was, in some ways, driven by a host of financial
and geopolitical issues and concerns. Following a strong rebound in the first
quarter, economic growth was undermined in the second quarter by news of massive
corporate-accounting fraud and concerns about corporate governance. And
following a strong rebound in the third quarter, economic growth was hurt at
year-end by ongoing weakness in the equity markets and by threat of another war
between the U.S. and Iraq.

Despite all of the ups-and-downs, the consumer continued to spend. Real consumer
spending rose 3% in 2002 led by strong gains in durable goods sales. Housing was
another bright spot in the last year. Sales of new and existing homes were close
to record levels. Accordingly, housing starts and building permits were lifted
by strong demand for housing and both starts and permits ended the year at the
highest levels since the late 1980s.

Capital spending remained weak in 2003, as firms were pressured to cut costs and
improve their financial position. This, no doubt, forced firms to continue
shedding labor and delay new hiring, which pushed the unemployment rate up to 6%
by the end of the year. The jobless rate, just like the economy, went on a
roller-coaster ride, falling to roughly 5.5% during the first and third quarters
when economic growth was fast, rising to 6% during the second and fourth periods
when growth was unusually slow.

Monetary policy became more accommodating over the course of the year. In
November, the Federal Reserve decided to lower the federal funds rate 50 basis
points to 1.25% (a 40-year low) due to "heightened political risks" and worries
that business would be reluctant to spend and hire. Fiscal policy remained
highly stimulative in 2002, evident by the surge in defense spending and the
Bush Administration has proposed a $100 billion tax cut for 2003 to help get the
economy moving again.

OUTLOOK
We remain optimistic for 2003, and expect real GDP to grow by 4%. Although the
risk of war with Iraq remains, the outlook for 2003 continues to brighten. Not
only has the business sector gone through a major recessionary cleansing of its
capital spending, inventory, payroll and borrowing positions, but stimulus is
becoming broader and is now benefiting sectors like manufacturing that need it
most. If war does occur, it would seem that only a long and messy conflict could
derail the positive trends now emerging.

The preceding commentary was prepared by Joseph C. Carson, Senior Vice President
& U.S. Economist at Alliance Capital Management L.P. Alliance is one of the
investment advisers to EQ Advisors Trust. The views expressed do not necessarily
represent the opinions of all the investment advisers of EQ Advisors Trust.

PORTFOLIO COMMENTARY AND PERFORMANCE

NOTES ON PERFORMANCE . . . . . . 3
ALLIANCE CAPITAL MANAGEMENT L.P.
EQ/Alliance International*. . . . . . . . 4
EQ/International Equity Index . . . . . . 5
*also managed by teams from Alliance Capital and its
Bernstein Investment Research and Management Unit.

l
NOTES ON PERFORMANCE
Performance of each of the EQ Advisors Trust portfolios as shown on the
following pages, compares each portfolio's performance to that of a broad-based
securities index. Each of the portfolio's annualized rates of return is net of
investment management fees, 12b-1 fess (applicable to Class IB shares) and
operating expenses of the portfolio. Rates of return are not representative of
the actual return you would receive under your variable life insurance policy or
annuity contract. No policyholder or contractholder can invest directly in the
EQ Advisors Trust portfolios. Changes in policy values depend not only on the
investment performance of the EQ Advisors Trust portfolios, but also on the
insurance and administrative charges, applicable sales charges, and the
mortality and expense risk charge applicable under a policy. These policy
charges effectively reduce the dollar amount of any net gains and increase the
dollar amount of any net losses.

Each of the EQ Advisors Trust portfolios has a separate investment objective it
seeks to achieve by following a separate investment policy. There is no
guarantee that these objectives will be attained. The objectives and policies
of each portfolio will affect its return and its risk. Keep in mind that past
performance is not an indication of future results.

GROWTH OF $10,000 INVESTMENT
The charts shown on the following pages illustrate the total value of an assumed
investment in both Class IA and Class IB shares (if applicable) of each
portfolio of the EQ Advisors Trust. The periods illustrated are from the
inception dates shown through December 31, 2002. These results assume
reinvestment of dividends and capital gains. The total value shown for each
portfolio reflects management fees and operating expenses of the portfolios.
They have not been adjusted for insurance-related charges and expenses
associated with life insurance policies or annuity contracts, which would lower
the total values shown. Results should not be considered representative of
future gains or losses.

THE BENCHMARKS
- --------------
Broad-based securities indices are unmanaged and are not subject to fees and
expenses typically associated with actively-managed funds. Investment 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 Fund is likely to select its holdings.

MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX
An unmanaged index considered representative of the market structure of the
developed equity markets in Europe, Australasia and the Far East.

l
EQ/ALLIANCE INTERNATIONAL PORTFOLIO
PORTFOLIO COMMENTARY

Equitable employs different management teams for this portfolio, each of whom is
responsible for managing an allocated portion or "sleeve" of the portfolio's
assets. The following commentaries discuss the investment activities and
performance for each sleeve of the portfolio.

ALLIANCE CAPITAL MANAGEMENT L.P.
Stock selection during the first and fourth quarters of 2002--selected high
quality stocks in the beginning of the year and financial and wireless holdings
at the end of the year--helped the portfolio outperform the benchmark for the
full year. Throughout the year, core Japanese holdings such as Canon and Takeda
added value.

Entering 2003, the global economy's underlying fundamentals appear stronger than
most investors seem to recognize. The decline in growth stocks over the past
three years has reduced sector valuations to attractive levels. For example, the
relative price-to-earnings ratios of European pharmacy and financial stocks are
at seven-year lows. Many growth stocks appear to be priced more attractively
than they have been in a long time.

The international growth sleeve has retained a conservative posture with a blend
of stable and cyclical high-quality growth names that offer a way for investors
to participate in an improving economic environment. Among core holdings are
Vodafone, British Sky Broadcasting, Reckitt Benckiser, ST Micro, SAP, Takeda,
and Ricoh. These companies have improving balance sheets, and research predicts
that they are likely to continue to grow strongly over the next five years.

BERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT (A UNIT OF ALLIANCE CAPITAL)
During the fourth quarter of 2002, fundamental research-based stock selection
was the primary driver of the international value sleeve's outperformance
compared to the benchmark. Adding to relative performance were holdings in
capital markets-sensitive industries such as insurance and banks. Specific
holdings of note included Royal & SunAlliance and Societe Generale. Holdings in
cyclical stocks such as Saint-Gobain also contributed to performance. In
addition, the sleeve benefited from holdings in industrial commodities. While
the majority of performance was driven by favorable stock selection across
nearly all sectors, it was also helped by the sector emphasis in cyclicals and
financials. Specifically, emphasis on retail-oriented banks, including Bank of
Nova Scotia, added to performance.

With the fall in the equity market and a rally in bonds, the equity risk premium
soared. Even with a rise in equities in the fourth quarter of 2002, the equity
risk premium remains high. As a result, Bernstein believes that equities are
more attractive than usual, relative to bonds. They also believe the value
sleeve is well positioned for the 2003 environment based on fundamental research
driving security selection and broad diversification of holdings.

INVESTMENT OBJECTIVE

Seeks to achieve long-term growth of capital.

PORTFOLIO SUMMARY, AS OF 12/31/02

Net Assets .................................................... $1,082.4 million
Number of Issues ........................................................... 164

LARGEST EQUITY HOLDINGS, AS OF 12/31/02

Vodafone Group plc ......................... Wireless Telecommunication Services
Canon, Inc. ................................................. Office Electronics
BNP Paribas S.A. ......................................................... Banks
L'Oreal S.A. ................................................. Personal Products
British Sky Broadcasting plc ............................................. Media
Takeda Chemical Industries ..................................... Pharmaceuticals
Royal Bank of Scotland Group plc ......................................... Banks
Novartis AG (Registered) ....................................... Pharmaceuticals
Nokia OYJ ......................................... Telecommunications Equipment
TotalfinalElf S.A. ........................................ Integrated Oil & Gas

DISTRIBUTION OF EQUITY ASSETS BY REGION, AS OF 12/31/02

Europe ................................................................... 72.6%
Japan .................................................................... 22.3%
Canada .................................................................... 2.5%
Southeast Asia ............................................................ 1.7%
Australia ................................................................. 0.9%
Total ................................................................. 100.0%

ANNUALIZED TOTAL RETURNS AS OF 12/31/02

1 3 5 SINCE
YEAR YEARS YEARS INCEPT.

Portfolio - IA Shares (9.84)% (18.72)% (3.99)% (0.45)%*
Portfolio - IB Shares (10.20) (18.99) (4.30) (0.75)**
MSCI EAFE Index (15.94) (17.24) (2.89) 0.22*

* Since inception as of April 3, 1995
** Investment operations commenced with respect to Class IB shares on May 1,
1997. Returns shown for Class IB shares prior to this period are derived from
the historical performance of Class IA shares adjusted to reflect the 12b-1
fees, applicable to Class IB shares; Class IA shares are not subject to any
12b-1 fees.

GROWTH OF $10,000 INVESTMENT AS OF DECEMBER 31, 2002
(INVESTED AT INCEPTION)

[GRAPHIC OMITTED]

[LINE CHART]
Class IA Class IB MSCI EAFE
Apr-95 10,000 10,000 10,000
Dec-95 11,129 11,102 10,917
Dec-96 12,221 12,153 11,578
Dec-97 11,841 11,752 11,784
Dec-98 13,099 12,956 14,140
Dec-99 17,988 17,742 17,953
Dec-00 13,893 13,683 15,410
Dec-01 10,715 10,505 12,106
Dec-02 9,660 9,433 10,176

l
EQ/INTERNATIONAL EQUITY INDEX PORTFOLIO
PORTFOLIO COMMENTARY

International equities, like the broad U.S. equity markets, declined for the
third consecutive year. The Morgan Stanley Capital International (MSCI EAFE)
Europe, Australasia and Far East Index returned -15.9% for the 12 months ended
December 31, 2002. However, with the U.S. dollar falling throughout the year,
the decline in foreign equity markets was partially offset for U.S.-based
investors. It is also worth noting that the international equity markets
outperformed the major U.S. equity indices for the annual period overall.

Within the individual MSCI country markets, the best performance for the annual
period came from New Zealand and Austria. Germany, Sweden, Finland and Ireland
were the worst performers within the MSCI EAFE Index. The United Kingdom remains
the largest country in the MSCI EAFE Index, based on its representation of 27.7%
of the market capitalization of the index. The more defensive U.K. market within
the MSCI Europe Index returned -15.2% for the annual period. The financial
sector grew in weight within the MSCI EAFE Index through the annual period,
accounting at December 31, 2002, for 24.0% of the index's market capitalization.

INVESTMENT OBJECTIVE

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

PORTFOLIO SUMMARY, AS OF 12/31/02

Net Assets ....................................................... $78.3 million
Number of Issues ........................................................... 963

LARGEST EQUITY HOLDINGS, AS OF 12/31/02

BP plc .................................................... Integrated Oil & Gas
Vodafone Group plc ......................... Wireless Telecommunication Services
GlaxoSmithKline plc ............................................ Pharmaceuticals
HSBS Holdings plc ........................................................ Banks
Novartis AG (Registered) ....................................... Pharmaceuticals
Royal Dutch Petroleum Co .................................. Integrated Oil & Gas
Nestle S.A. (Registered) ......................................... Food Products
TotalfinalElf S.A. ........................................ Integrated Oil & Gas
Nokia OYJ ......................................... Telecommunications Equipment
Royal Bank of Scotland Group plc ......................................... Banks

DISTRIBUTION OF EQUITY ASSETS BY REGION, AS OF 12/31/02

Europe ................................................................... 71.4%
Japan .................................................................... 21.2%
Australia & New Zealand ................................................... 4.9%
Southeast Asia ............................................................ 2.5%
Total ................................................................. 100.0%

ANNUALIZED TOTAL RETURNS AS OF 12/31/02

1 3 SINCE
YEAR YEARS INCEPT.

Portfolio - IA Shares --% --% (16.82)%*
Portfolio - IB Shares (17.87) (20.41) (5.05)**
MSCI EAFE (15.94) (17.24) (2.89)**

* Since inception as of March 25, 2002
** Since inception as of January 1, 1998

[GRAPHIC OMITTED]

[LINE CHART]

PORTFOLIO
CLASS IB
SHARES MSCI EAFE
Dec-97 10,000 10,000
Dec-98 12,007 12,000
Dec-99 15,309 15,235
Dec-00 12,610 13,076
Dec-01 9,398 10,273
Dec-02 7,718 8,635

EQ ADVISORS TRUST
EQ/ALLIANCE INTERNATIONAL PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2002

NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

COMMON STOCKS:
AUSTRALIA (0.8%)
Australia & New Zealand Banking $
Group Ltd.. . . . . . . . . . . 707,900 6,916,044
BHP Billiton Ltd.. . . . . . . . 41,200 235,478
National Australia Bank Ltd. . . 23,458 419,393
Westpac Banking Corp.. . . . . . 147,900 1,145,136
--------------
8,716,051
--------------
AUSTRIA (0.4%)
OMV AG . . . . . . . . . . . . . 45,500 4,468,209
--------------
BELGIUM (1.2%)
Agfa Gevaert N.V.. . . . . . . . 168,000 3,746,340
Delhaize Group^. . . . . . . . . 13,700 254,755
Fortis*. . . . . . . . . . . . . 244,400 4,272,826
Interbrew. . . . . . . . . . . . 8,159 192,645
KBC Bankverzekeringsholding. . . 135,800 4,330,814
--------------
12,797,380
--------------
CANADA (2.4%)
Bank of Nova Scotia. . . . . . . 381,900 12,730,000
BCE, Inc.^ . . . . . . . . . . . 154,588 2,788,807
Magna International, Inc.,
Class A . . . . . . . . . . 121,662 6,782,360
Manulife Financial Corp.*. . . . 33,400 727,071
Quebecor World, Inc. . . . . . . 60,000 1,329,282

Sun Life Financial Services of 70,000 1,183,504
Canada, Inc.. . . . . . . . . . --------------
25,541,024
--------------
DENMARK (0.0%)
Danske Bank A/S. . . . . . . . . 30,000 495,875
--------------
FINLAND (3.0%)
Fortum OYJ^. . . . . . . . . . . 749,100 4,913,136
Nokia OYJ. . . . . . . . . . . . 1,454,296 23,120,885
Stora Enso OYJ . . . . . . . . . 439,300 4,633,042
--------------
32,667,063
--------------
FRANCE (14.2%)
Accor S.A. . . . . . . . . . . . 18,600 563,311
Alcatel S.A^.. . . . . . . . . . 63,800 279,857
Assurances Ben de France^. . . . 277,900 9,302,897
BNP Paribas S.A. . . . . . . . . 811,180 33,053,970
Carrefour S.A. . . . . . . . . . 10,200 454,163
Compagnie de Saint-Gobain. . . . 298,420 8,755,967
L'Oreal S.A. . . . . . . . . . . 385,147 29,322,631
LVMH Moet Hennessy Louis Vuitton
S.A.^ . . . . . . . . . . . . . 138,478 5,689,205
Peugeot S.A. . . . . . . . . . . 149,000 6,076,144
Sanofi-Synthelabo S.A. . . . . . 237,268 14,503,543
Schneider Electric S.A.. . . . . 244,601 11,573,840
Societe Generale, Class A. . . . 194,900 11,351,253
TotalFinaElf S.A.. . . . . . . . 161,659 23,088,569
--------------
154,015,350
--------------
GERMANY (4.8%)
Altana AG^ . . . . . . . . . . . 95,900 4,357,581
AMB Generali Holding AG. . . . . 68,500 3,666,062
BASF AG. . . . . . . . . . . . . 13,100 493,520
Bayerische Motoren Werke (BMW)
AG^ . . . . . . . . . . . . . . 311,563 9,465,280
E.On AG. . . . . . . . . . . . . 130,400 5,254,699
Hannover
Rueckversicherungs AG*. . . . . 56,200 1,418,373
HeidelbergerCement AG. . . . . . 88,431 3,280,446
Merck KGaA . . . . . . . . . . . 90,500 2,384,703
SAP AG . . . . . . . . . . . . . 111,048 8,705,031
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

$
Schering AG. . . . . . . . . . . 84,700 3,688,676
Siemens AG^. . . . . . . . . . . 23,500 998,762
Volkswagen AG^ . . . . . . . . . 214,000 7,747,683
--------------
51,460,816
--------------
HONG KONG (0.6%)
Cheung Kong (Holdings) Ltd.. . . 566,000 3,683,384
Citic Pacific Ltd. . . . . . . . 200,000 369,306
CLP Holdings Ltd.. . . . . . . . 13,000 52,344
Johnson Electric Holdings Ltd. . 1,114,000 1,221,366
Li & Fung Ltd. . . . . . . . . . 344,000 326,426
Wharf Holdings Ltd.^ . . . . . . 168,000 316,680
--------------
5,969,506
--------------
IRELAND (3.3%)
Allied Irish Banks plc . . . . . 895,204 12,287,648
Bank of Ireland. . . . . . . . . 951,500 9,775,309
CRH plc. . . . . . . . . . . . . 1,115,250 13,809,986
--------------
35,872,943
--------------
ITALY (3.3%)
Alleanza Assicurazioni^. . . . . 130,093 985,667
Banca Intesa S.p.A.. . . . . . . 2,129,000 4,490,666
Banca Nazionale Del
Lavoro S.p.A.*. . . . . . . . . 3,093,800 3,425,182
ENI S.p.A. . . . . . . . . . . . 1,313,769 20,886,739
Parmalat Finanziaria S.p.A.^ . . 1,687,500 4,019,839
Telecom Italia S.p.A.^ . . . . . 168,300 1,276,913
UniCredito Italiano S.p.A. . . . 109,300 437,003
--------------
35,522,009
--------------
JAPAN (21.2%)
Bridgestone Corp.^ . . . . . . . 924,000 11,445,858
C & S Co., Ltd.. . . . . . . . . 22,700 295,347
Canon, Inc.^ . . . . . . . . . . 994,000 37,441,476
Daiichi Pharmaceutical Co., Ltd. 311,000 4,463,074
Daiwa House Industry Co., Ltd. . 640,000 3,602,595
East Japan Railway Co. . . . . . 100 496,334
Fujisawa Pharmaceutical Co., Ltd. 187,000 4,278,293

Funai Electric Co., Ltd. . . . . 18,300 2,140,423
Hitachi Ltd. . . . . . . . . . . 1,348,000 5,168,450
Honda Motor Co., Ltd.^ . . . . . 511,200 18,910,997
Hoya Corp. . . . . . . . . . . . 69,500 4,866,816
ITO EN Ltd.. . . . . . . . . . . 12,900 436,993
Keyence Corp.. . . . . . . . . . 47,600 8,282,970
Mitsubishi Corp. . . . . . . . . 50,000 305,469
Mitsui Chemicals, Inc.^. . . . . 74,000 329,873
Mitsui O.S.K. Lines, Ltd.. . . . 1,767,000 3,662,948
Nippon Meat Packers, Inc.^ . . . 637,000 6,360,875
Nissan Motor Co., Ltd. . . . . . 1,553,000 12,118,294
Nomura Securities Co., Ltd.. . . 59,000 663,234
Oji Paper Co., Ltd.^ . . . . . . 137,000 588,776
Promise Co., Ltd.. . . . . . . . 124,900 4,452,069
Ricoh Co., Ltd.. . . . . . . . . 529,000 8,679,220
Sankyo Co., Ltd. . . . . . . . . 125,000 1,568,425
Shin-Etsu Chemical Co., Ltd.^. . 685,700 22,477,231
SMC Corp.. . . . . . . . . . . . 122,500 11,499,537
Sumitomo Trust & Banking
Co., Ltd.^. . . . . . . . . . . 934,000 3,785,742
Takeda Chemical Industries Ltd.. 592,100 24,747,754
Takefuji Corp.^. . . . . . . . . 158,600 9,154,883
Tanabe Seiyaku Co., Ltd. . . . . 448,000 3,911,081
Tohoku Electric Power Co., Inc.. 319,100 4,697,630
Tokyo Electron Ltd.. . . . . . . 59,100 2,674,366
Toyota Motor Corp. . . . . . . . 43,800 1,177,399
Uny Co., Ltd.. . . . . . . . . . 444,000 4,343,844
--------------
229,028,276
--------------

NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

KOREA (0.9%)
Samsung Electronics Co., $
Ltd. (Foreign). . . . . . . . . 6,900 1,826,736
Samsung Electronics Co.,
Ltd. (GDR)^ . . . . . . . . . . 51,400 6,849,050
SK Telecom Co., Ltd. (ADR)^. . . 32,560 695,156
--------------
9,370,942
--------------
LUXEMBOURG (0.2%)
Arcelor* . . . . . . . . . . . . 168,800 2,076,056
--------------
NETHERLANDS (4.0%)
ABN Amro Holdings N.V. . . . . . 343,999 5,624,237
ASML Holding N.V.*^. . . . . . . 54,401 454,422
DSM N.V. . . . . . . . . . . . . 299,700 13,643,170
Heineken N.V.. . . . . . . . . . 214,734 8,382,677
Koninklijke Ahold N.V. . . . . . 133,900 1,700,219
Koninklijke Royal Philips
Electronics N.V.. . . . . . . . 14,490 253,936
Koninklijke Vopak N.V. . . . . . 1,600 20,703
Royal Dutch Petroleum Co.. . . . 288,100 12,682,773
Wolters Kluwer N.V.. . . . . . . 20,783 362,039
--------------
43,124,176
--------------
NORWAY (0.2%)
Norske Skogindustrier ASA. . . . 127,800 1,807,847
--------------
SINGAPORE (0.2%)
Haw Par Corp. Ltd. . . . . . . . 13,900 26,126
United Overseas Bank Ltd.. . . . 340,000 2,313,058
--------------
2,339,184
--------------
SPAIN (4.4%)
Banco Bilbao Vizcaya
Argentaria S.A. . . . . . . . . 1,679,534 16,073,951
Banco Santander Central
Hispano S.A.. . . . . . . . . . 965,700 6,627,641
Grupo Dragados S.A.. . . . . . . 425,500 7,233,585
Iberdrola S.A.^. . . . . . . . . 242,200 3,393,082
Inditex S.A.*^ . . . . . . . . . 294,970 6,967,746
Telefonica S.A.* . . . . . . . . 856,988 7,671,191
--------------
47,967,196
--------------
SWEDEN (1.6%)
Autoliv, Inc.. . . . . . . . . . 136,700 2,800,425
Electrolux AB, Class B^. . . . . 504,600 7,962,827
Nordea AB. . . . . . . . . . . . 17,300 76,242
Svenska Cellulosa AB, Class B. . 208,200 7,024,985
--------------
17,864,479
--------------
SWITZERLAND (5.1%)
Centerpulse AG . . . . . . . . . 26,680 4,650,235
Compagnie Financiere Richemont
AG, Class A . . . . . . . . . . 10,315 192,469
Credit Suisse Group. . . . . . . 140,267 3,043,328
Givaudan . . . . . . . . . . . . 3,710 1,663,557
Novartis AG (Registered) . . . . 655,961 23,933,776
STMicroelectronics N.V.^ . . . . 410,937 8,055,474
Swiss Reinsurance. . . . . . . . 210,929 13,836,162
--------------
55,375,001
--------------
TAIWAN (0.0%)

Taiwan Semiconductor 204,538 250,599
Manufacturing Co., Ltd.*. . . . --------------

UNITED KINGDOM (22.7%)
AstraZeneca plc. . . . . . . . . 44,500 1,590,412
Aviva plc. . . . . . . . . . . . 2,160,814 15,410,532
AWG plc. . . . . . . . . . . . . 42,000 293,113
BHP Billiton plc . . . . . . . . 162,829 869,639
BP plc . . . . . . . . . . . . . 1,890,424 12,995,219
British American Tobacco plc . . 416,100 4,156,579
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

British Sky Broadcasting plc*. . 2,683,461 $ 27,605,312
BT Group plc . . . . . . . . . . 1,892,210 5,940,192
Capita Group plc . . . . . . . . 2,076,300 8,272,977
Diageo plc . . . . . . . . . . . 81,153 881,871
Dixons Group plc . . . . . . . . 757,600 1,768,498
Electrocomponents plc. . . . . . 671,400 3,102,128
GlaxoSmithKline plc. . . . . . . 635,700 12,199,021
Kelda Group plc. . . . . . . . . 635,200 4,335,836
Lloyds TSB Group plc . . . . . . 972,500 6,982,661
National Grid Group plc. . . . . 61,763 453,902
Next plc . . . . . . . . . . . . 391,591 4,643,035
Pearson plc. . . . . . . . . . . 417,661 3,862,873
Persimmon plc. . . . . . . . . . 350,000 2,400,348
Reckitt Benckiser plc. . . . . . 727,650 14,115,820
Reed Elsevier plc* . . . . . . . 55,000 471,054
Rexam plc. . . . . . . . . . . . 667,600 4,556,997
Royal & Sun Alliance Insurance
Group plc . . . . . . . . . . . 614,400 1,194,359
Royal Bank of Scotland Group plc 1,000,991 23,978,912

Safeway plc. . . . . . . . . . . 3,076,900 10,563,284
Shell Transport & Trading Co. plc 1,279,600 8,425,468
Six Continents plc . . . . . . . 960,400 7,761,620
Standard Chartered Bank plc. . . 721,900 8,204,994
Tesco plc. . . . . . . . . . . . 176,922 552,561
Vodafone Group plc . . . . . . . 22,702,861 41,391,896
Whitbread plc. . . . . . . . . . 657,190 5,723,804
Wolseley plc . . . . . . . . . . 147,500 1,238,348
--------------
245,943,265
--------------
TOTAL COMMON STOCKS (94.5%)
(Cost $1,108,138,954) . . . . . 1,022,673,247
--------------

PREFERRED STOCKS: (0.0%)
GERMANY (0.0%)

Volkswagen AG 9,700 251,424
(Cost $277,046) . . . . . . . . --------------
NUMBER
OF WARRANTS
-------------

WARRANTS (0.4%):
NETHERLANDS (0.4%)
ABN Amro Bank N.V., 1/8/03*. . . 3,300 329,142
ABN Amro Bank N.V., 1/10/03* . . 3,027,820 3,727,761
--------------
(Cost $7,169,306) . . . . . . . 4,056,903
--------------
PRINCIPAL
AMOUNT
-------------

SHORT-TERM DEBT SECURITIES:
TIME DEPOSIT (4.3%)
J.P. Morgan Chase Nassau, $
0.73%, 1/2/03 46,172,793
(Amortized Cost $46,172,793) . 46,172,793
--------------
TOTAL INVESTMENTS (99.2%)
(Cost/Amortized Cost
$1,161,758,099) . . . . . . . . 1,073,154,367

OTHER ASSETS LESS LIABILITIES 9,249,167
(0.8%) . . . . . . . . . . . . --------------
NET ASSETS (100%) . . . . . . . $1,082,403,534
==============

EQ ADVISORS TRUST
EQ/ALLIANCE INTERNATIONAL PORTFOLIO
PORTFOLIO OF INVESTMENTS (Concluded)
December 31, 2002
- --------------------------------------------------------------------------------

MARKET SECTOR DIVERSIFICATION
As a Percentage of Total Equity Investments

Consumer Discretionary . . . . . . . . . 15.9%
Consumer Staples . . . . . . . . . . . . 8.0
Energy . . . . . . . . . . . . . . . . . 8.5

Financials
Banks. . . . . . . . . . . . . . . . 15.2
Diversified Financials . . . . . . . 5.0
Insurance. . . . . . . . . . . . . . 4.6
Real Estate. . . . . . . . . . . . . 0.4
----
Total Financials . . . . . . . . . . . . 25.2
Health Care. . . . . . . . . . . . . . . 10.4
Industrials. . . . . . . . . . . . . . . 5.3
Information Technology . . . . . . . . . 11.4
Materials. . . . . . . . . . . . . . . . 7.7
Telecommunications Services. . . . . . . 5.8
Utilities. . . . . . . . . . . . . . . . 1.8
-----
100.0%
=====

- ---------
* Non-income producing.
^ All, or a portion, of security out on loan (Note 1).
Glossary:
ADR-- American Depositary Receipt
GDR-- Global Depositary Receipt

- --------------------------------------------------------------------------------
At December 31, 2002 the Portfolio had the following futures contracts open:
(Note 1)

NUMBER OF UNREALIZED
CONTRACTS EXPIRATION ORIGINAL VALUE AT APPRECIATION/
PURCHASES --------- DATE VALUE 12/31/02 (DEPRECIATION)
- --------- ---------- ----------- ----------- ----------------

EURX Euro . . . . . . 1,022 March-03 $26,319,744 $25,685,937 $(633,807)
TOPIX Index . . . . . 130 March-03 5,603,568 5,667,380 63,812
FTSE Index. . . . . . 90 March-03 9,324,983 9,141,738 (183,245)
---------

$
(753,240)
=========

Investment security transactions for the year ended December 31, 2002 were as
follows:

COST OF PURCHASES:
Stocks and long-term
corporate debt
securities . . . . . . $ 563,403,924
NET PROCEEDS OF SALES
AND REDEMPTIONS:
Stocks and long-term
corporate debt
securities . . . . . . 149,145,075
As of December 31, 2002, the gross unrealized appreciation (depreciation) of
investments based on the aggregate cost of investments for federal income tax
purposes was as follows:

Aggregate gross
unrealized appreciation $ 29,739,700
Aggregate gross
unrealized depreciation (142,637,201)
--------------
Net unrealized
depreciation . . . . . $ (112,897,501)
==============
Federal income tax cost
of investments . . . . $1,186,051,868
==============

At December 31, 2002, the Portfolio had loaned securities with a total value
$49,597,646 which was secured by collateral of $52,138,684.

The Portfolio has a net capital loss carryforward of $459,201,153 of which
$123,523,367 expires in the year 2008, $299,919,065 expires in the year 2009,
and $35,758,721 expires in the year 2010.

Included in the capital loss carryforward amounts at December 31, 2002 are
$396,478,116 of losses acquired from EQ/Alliance Global Portfolio as a result of
the reorganizations as discussed in Note 8. Certain capital loss carryforwards
may be subject to limitations on use persuant to applicable U.S. Federal Income
Tax Law. Therefore, it is possible not all of these capital losses will be
available for use.

See Notes to Financial Statements.

EQ ADVISORS TRUST
EQ/INTERNATIONAL EQUITY INDEX PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2002

NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

COMMON STOCKS:
AUSTRALIA (3.8%)
$
Alumina Ltd... . . . . 13,778 38,016
Amcor Ltd. . . . . . . 10,466 50,035
AMP Diversified
Property Trust. . . . 6,500 9,553
AMP Ltd. . . . . . . . 13,913 87,589
Ansell Ltd.. . . . . . 1,717 7,251
Aristocrat Leisure
Ltd.^ . . . . . . . . 2,793 7,360
Australia & New Zealand
Banking Group Ltd.. . 18,163 177,449
Australian Stock
Exchange Ltd. . . . . 1,022 6,566
BHP Billiton Ltd.. . . 45,400 259,483
BHP Steel Ltd. . . . . 9,080 16,515
Boral Ltd. . . . . . . 7,720 18,910
Brambles Industries
Ltd.. . . . . . . . . 11,755 31,111
BRL Hardy Ltd.. . . . 1,616 6,415
Coca-Cola Amatil Ltd.. 5,557 16,491
Cochlear Ltd.. . . . . 621 13,631
Coles Meyer Ltd. . . . 13,911 49,350
Commonwealth Bank of
Australia*. . . . . . 15,317 232,876
Commonwealth Property
Office Fund . . . . . 12,568 8,280
Computershare Ltd. . . 6,900 7,188
CSL Ltd. . . . . . . . 2,013 24,484
CSR Ltd. . . . . . . . 11,721 41,713
Deutsche Office Trust. 11,727 7,858
Foster's Group Ltd.. . 25,472 64,545
Futuris Corp., Ltd.. . 10,090 7,443
Gandel Retail Trust* . 11,485 8,860
General Property Trust 24,380 40,773
Goodman Fielder Ltd.^. 12,996 13,026
Harvey Norman Holdings
Ltd.. . . . . . . . . 6,437 9,533
Iluka Resources Ltd. . 2,036 5,274
Insurance Australia
Group Ltd.. . . . . . 17,227 26,580
James Hardie Industries
Ltd.. . . . . . . . . 4,469 17,188
John Fairfax Holdings
Ltd.. . . . . . . . . 8,152 14,781
Leighton Holdings Ltd. 1,347 7,714
Lend Lease Corp., Ltd. 5,004 27,389
M.I.M. Holdings Ltd. . 21,540 18,315
Macquarie Bank Ltd.. . 2,408 32,000
Macquarie
Infrastructure Group. 23,848 42,972
Mayne Nickless Ltd.. . 10,579 19,420
Mirvac Group . . . . . 6,930 16,155
National Bank of
Australia . . . . . . 18,850 337,009
New Crest Mining Ltd.. 2,983 12,094
News Corp. Ltd.. . . . 18,112 117,083
News Corp. Ltd.
(Preferred Ordinary). 23,813 128,057
OneSteel Ltd.* . . . . 5,083 5,152
Orica Ltd. . . . . . . 3,364 19,890
Origin Energy Ltd. . . 7,062 14,753
PaperlinX Ltd. . . . . 3,370 9,659
Patrick Corp. Ltd. . . 1,800 13,278
Principal Office Fund
Trust . . . . . . . . 9,439 7,973
Publishing &
Broadcasting Ltd. . . 1,268 6,176
QBE Insurance Group
Ltd.. . . . . . . . . 6,911 31,716
Rio Tinto Ltd. . . . . 3,858 73,754
Santos Ltd.. . . . . . 8,017 27,177
Sonic Healthcare Ltd.. 2,096 7,719
Sons of Gwalia NL. . . 1,262 1,841
Southcorp Ltd. . . . . 6,538 16,935
Stockland Trust Group. 9,286 25,204
Suncorp-Metway Ltd.. . 6,788 42,619
Tab Ltd. . . . . . . . 5,093 8,690
Tabcorp Holdings Ltd.. 4,619 27,700
Telstra Corp., Ltd.. . 27,289 67,766
The Australian Gas
& Light Co., Ltd.*. . 5,279 31,331
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

$
Transurban Group . . . 4,645 10,515
Wesfarmers Ltd.. . . . 4,504 67,463
Westfield Holdings Ltd. 5,320 40,292
Westfield Trust (ASX
Exchange)*. . . . . . 25,422 49,674
Westfield Trust* . . . 901 1,725
Westpac Banking Corp.. 21,153 163,780
WMC Resources Ltd.*. . 13,778 32,740
Woodside Petroleum Ltd. 5,898 41,116
Woolworths Ltd.. . . . 12,895 82,778
--------------------
3,013,751
--------------------
AUSTRIA (0.1%)
Boehler-Uddeholm AG. . 100 4,631
Erste Bank der
Oesterreichischen
Sparkassen AG . . . . 330 22,215
Flughafen Wein AG. . . 150 5,037
Mayr-Melnhof Karton AG 60 4,439
Oesterreichische
Elektrizitaetswirtschafts
AG. . . . . . . . . . 50 4,257
OMV AG . . . . . . . . 160 15,712
Telekom Austria AG*. . 2,240 22,684
VA Technologies AG . . 150 2,440
Voest-Alpine Stahl AG. 220 5,345

Wienerberger 420 7,471
Baustoffindustrie AG. --------------------
94,231
--------------------
BELGIUM (0.9%)
Agfa Gevaert N.V.. . . 1,340 29,882
Barco N.V. . . . . . . 74 3,879
Bekaert S.A. . . . . . 186 8,422
Colruyt S.A. . . . . . 212 11,680
D'Ieteren S.A. . . . . 28 3,790
Delhaize Group . . . . 892 16,587
Dexia. . . . . . . . . 7,800 96,832
Electrabel S.A.. . . . 366 88,914
Fortis (B) . . . . . . 11,843 208,790
Fortis*. . . . . . . . 1,260 13
Groupe Bruxelles
Lambert S.A.. . . . . 850 34,796
Interbrew. . . . . . . 1,845 43,563
KBC
Bankverzekeringsholding^ 1,107 35,303
Omega Pharma S.A.. . . 219 6,279
Solvay S.A., Class A . 520 35,852
UCB S.A. . . . . . . . 1,078 33,937
Umicore. . . . . . . . 183 7,899
--------------------
666,418
--------------------
DENMARK (0.6%)
Bang & Olufsen AS. . . 117 2,364
Carlsberg A/S, Class B 300 13,202
Coloplast A/S. . . . . 158 11,495
D/S 1912, Class B^ . . 3 21,064
D/S Svendborg, Class B 2 20,344
Danisco. . . . . . . . 718 24,395
Danske Bank A/S. . . . 6,709 110,894
DSV DE Sammenslut Vogn
A/S . . . . . . . . . 237 5,759
FLS Industries A/S,
Class B*. . . . . . . 430 3,432
GN Store Nord A/S*^. . 2,613 7,641
Group 4 Flack A/S. . . 821 17,340
ISS A/S* . . . . . . . 531 19,129
Kobenhavns Lufthavne
A/S . . . . . . . . . 74 5,332
Lundbeck (H) A/S . . . 840 22,310
NEG Micon A/S* . . . . 219 3,697
NKT Holding A/S. . . . 204 2,133
Novo-Nordisk A/S, Class
B . . . . . . . . . . 3,289 95,022
Novozymes A/S, Class B* 683 14,281
Ostasiat Kompagni* . . 235 5,445
TDC A/S. . . . . . . . 1,594 38,733
TK Development A/S . . 145 1,045
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

$
Topdanmark A/S*. . . . 293 8,486
Vestas Wind Systems A/S 1,287 12,818

William Demant 375 8,079
Holding*^ . . . . . . --------------------
474,440
--------------------
FINLAND (1.6%)
Amer-Yhtymae OYJ . . . 300 10,987
Fortum OYJ . . . . . . 4,000 26,235
Instrumentarium OYJ. . 600 24,040
KCI Konecranes . . . . 200 4,888
Kesco OYJ. . . . . . . 700 8,888
Kone Corp. . . . . . . 400 12,009
Metso OYJ. . . . . . . 1,300 14,051
Nokia OYJ. . . . . . . 57,600 915,744
Orion-Yhtymae OYJ,
Class B . . . . . . . 400 8,941
Outokumpu OYJ. . . . . 1,100 9,581
Pohjola Group plc,
Class D . . . . . . . 200 3,121
Rautaruukki OYJ. . . . 900 3,249
Sampo-Leonia Insurance,
Class A . . . . . . . 3,500 26,629
Stora Enso OYJ . . . . 8,300 87,535
TietoEnator OYJ. . . . 1,000 13,642
Upm-Kymmene OYJ. . . . 3,000 96,335
Uponor OYJ . . . . . . 400 8,177
Wartsila OYJ, Class B. 500 6,307
--------------------
1,280,359
--------------------
FRANCE (7.3%)
Accor S.A. . . . . . . 2,395 72,534
Air Liquide. . . . . . 1,233 162,644
Alcatel S.A^.. . . . . 13,488 59,165
Alstom*. . . . . . . . 2,675 13,334
Altran Technologies
S.A.. . . . . . . . . 709 3,400
Atos S.A.* . . . . . . 179 4,358
Autoroutes du Sud de la
France *. . . . . . . 986 23,829
Aventis S.A. . . . . . 8,204 445,958
AXA++. . . . . . . . . 17,096 229,458
BNP Paribas S.A. . . . 9,683 394,563
Bouygues S.A.. . . . . 2,095 58,524
Business Objects S.A.* 621 9,143
Cap Gemini S.A.^ . . . 1,296 29,621
Carrefour S.A. . . . . 6,503 289,551
Club Mediterranee S.A.* 55 1,322
Compagnie de
Saint-Gobain. . . . . 3,868 113,491
Dassault Systemes S.A.^ 577 12,437
Essilor International
S.A.. . . . . . . . . 1,076 44,319
Etablissements
Economiques du Casino
Guichard-Perrachon
S.A.. . . . . . . . . 389 28,881
European Aeronautic
Defence & Space Co. . 3,216 33,242
France Telecom SA. . . 5,120 89,620
Groupe Air France. . . 720 6,981
Groupe Danone. . . . . 1,547 208,122
Imerys S.A.* . . . . . 63 7,960
L'Oreal S.A. . . . . . 4,133 314,660
Lafarge S.A. . . . . . 1,636 123,267
Legardere S.A. . . . . 1,681 68,286
LVMH Moet Hennessy
Louis Vuitton S.A.^ . 2,688 110,433
Michelin, Class B
(Registered). . . . . 1,529 52,725
Pechiney S.A., Class A 813 28,530
Pernod Ricard. . . . . 556 53,854
Peugeot S.A. . . . . . 1,964 80,091
Pinault-Printemps-Redoute
S.A.. . . . . . . . . 853 62,749
Publicis S.A.. . . . . 1,163 24,653
Renault S.A. . . . . . 1,849 86,888
Sagem S.A.^. . . . . . 171 11,574
Sanofi-Synthelabo S.A. 4,927 301,174
Schneider Electric S.A. 2,417 114,366
Societe BIC S.A. . . . 342 11,790
Societe Generale, Class
A . . . . . . . . . . 3,621 210,892
Societe Television
Francaise . . . . . . 1,431 38,233
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

Sodexho* . . . . . . . 1,172 $ 27,058
Suez Lyonnaise des Eaux 10,094 175,201
Technip S.A. . . . . . 219 15,674
Thales S.A.. . . . . . 908 24,040
Thomson Multimedia*. . 2,062 35,184
TotalFinaElf S.A.. . . 6,955 993,332
TotalFinaElf S.A.-
VVPR* . . . . . . . . 783 8
TotalFinaElf S.A.,
Class B . . . . . . . 783 110,926
Union du Credit-Bail
Immobilier. . . . . . 457 32,515
Valero S.A.. . . . . . 880 27,612
Vinci. . . . . . . . . 831 46,829
Vivendi Universal S.A. 11,272 182,045
Zodiac S.A.. . . . . . 337 6,857
--------------------
5,713,903
--------------------
GERMANY (4.6%)
Adidas-Salomon AG. . . 500 42,501
Aixtron AG . . . . . . 450 2,144
Allianz AG . . . . . . 2,267 214,346
Altana AG. . . . . . . 800 36,351
BASF AG. . . . . . . . 6,450 242,993
Bayer AG . . . . . . . 8,350 175,249
Bayerische Hypothecken
und Vereinsbank AG. . 3,275 50,864
Bayerische Hypothecken
und Vereinsbank AG
(Vienna Listing). . . 855 13,548
Beiersdorf AG. . . . . 350 38,933
Buderus AG*. . . . . . 650 15,129
Continental AG*. . . . 1,200 18,448
DaimlerChrysler AG . . 10,344 316,422
Deutsche Bank AG
(Registered)++. . . . 6,816 314,003
Deutsche Boerse AG . . 700 27,914
Deutsche Lufthansa AG
(Registered)* . . . . 2,500 23,638
Deutsche Post AG . . . 4,550 47,795
Deutsche Telekom AG
(Registered). . . . . 25,585 328,092
Douglas Holding AG . . 110 1,847
E.On AG. . . . . . . . 7,120 286,913
Epcos AG*. . . . . . . 650 6,657
Fresenius Medical Care
AG* . . . . . . . . . 450 18,889
Gehe AG. . . . . . . . 341 13,204
HeidelbergerCement AG. 285 10,572
HeidelbergerCement AG
(Brussels Exchange) . 110 4,069
HeidelbergerCement
AG-VVPR*+ . . . . . . 110 --
Henkel KGaA. . . . . . 700 44,295
Hugo Boss AG . . . . . 500 5,042
Infineon Technologies
AG* . . . . . . . . . 4,050 29,750
KarstadtQuelle AG* . . 600 10,074
Linde AG . . . . . . . 1,050 38,565
M.A.N. AG. . . . . . . 1,250 17,315
Marschollek,
Lautenschlaeger und
Partner AG^ . . . . . 550 5,541
Merck KGaA . . . . . . 500 13,175
Metro AG . . . . . . . 1,830 44,169
Muenchener
Rueckversicherungs-Gesellschaft
AG (Registered) . . . 1,274 152,276
ProSieben Media AG . . 1,230 8,119
RWE AG . . . . . . . . 4,450 114,410
RWE AG (Non-Voting). . 550 11,659
SAP AG . . . . . . . . 2,450 192,055
Schering AG. . . . . . 2,200 95,810
Siemens AG . . . . . . 9,750 414,380
TUI AG . . . . . . . . 1,693 28,337
Thyssen Krupp AG . . . 4,050 45,646
Volkswagen AG. . . . . 2,720 98,475

WCM Beteiligungs & 2,266 6,254
Grundbesitz*. . . . . --------------------
3,625,868
--------------------
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

GREECE (0.3%)
Alpha Bank A.E.. . . . 1,820 $ 21,964
Aluminium of Greece. . 100 1,849
Athens Water Supply
& Sewage Co. S.A. . . 370 1,406
Attica Enterprises . . 660 1,711
Bank of Piraeus. . . . 1,140 7,202
Coca-Cola Hellenic
Bottling Co. S.A. . . 1,170 16,256
Commercial Bank of
Greece. . . . . . . . 790 12,021
EFG Eurobank Ergasias. 1,920 22,566
Folli-Follie S.A.. . . 170 2,876
Greek Organization of
Football Prognostics. 951 10,079
Hellenic Duty Free
Shops S.A.. . . . . . 270 1,717
Hellenic Petroleum S.A. 1,140 6,628
Hellenic Technodomiki
S.A.. . . . . . . . . 730 4,520
Hellenic
Telecommunications
S.A.. . . . . . . . . 3,970 43,744
Intracom S.A.. . . . . 930 4,157
M.J. Maillis S.A.. . . 370 1,561
National Bank of Greece
S.A.. . . . . . . . . 1,660 23,517
Papastratos Cigarettes
Co. . . . . . . . . . 200 3,408
Public Power Corp. . . 580 8,034
Technical Olympic S.A. 880 3,010
Titan Cement Co. S.A.. 360 13,774
Viohalco . . . . . . . 1,180 4,681
Vodafone Panafon S.A.. 2,260 13,091
--------------------
229,772
--------------------
HONG KONG (1.3%)
ASM Pacific Technology 2,000 3,847
Bank of East Asia Ltd. 16,535 28,306
BOC Hong Kong Holdings
Ltd.* . . . . . . . . 32,000 32,827
Cathay Pacific Airways 12,000 16,388
Cheung Kong (Holdings)
Ltd.. . . . . . . . . 18,000 117,139
Cheung Kong
Infrastructure
Holdings Ltd. . . . . 5,000 8,559
CLP Holdings Ltd.. . . 22,200 89,388
Esprit Holdings Ltd. . 5,585 9,418
Giordano International
Ltd.. . . . . . . . . 16,000 6,258
Hang Lung Properties
Ltd.. . . . . . . . . 14,000 13,554
Hang Seng Bank Ltd.. . 9,300 98,982
Henderson Land
Development Co., Ltd. 7,000 21,004
Hong Kong & China Gas
Co., Ltd. . . . . . . 46,017 59,598
Hong Kong Electric
Holdings Ltd. . . . . 17,000 64,308
Hong Kong Exchanges
& Clearing Ltd. . . . 12,000 15,080
Hutchison Whampoa Ltd. 26,300 164,577
Hysan Development Co.
Ltd.. . . . . . . . . 8,367 6,223
Johnson Electric
Holdings Ltd. . . . . 18,000 19,735
Li & Fung Ltd. . . . . 19,000 18,029
MTR Corp. Ltd.*. . . . 15,000 15,869
New World Development
Co. Ltd.. . . . . . . 17,768 8,886
Pacific Century
CyberWorks Ltd.*. . . 111,006 17,508
Shangri-LA Asia Ltd. . 12,000 7,848
Sino Land Co. Ltd. . . 20,531 6,582
South China Morning
Post Holdings . . . . 12,000 5,001
Sun Hung Kai Properties
Ltd.. . . . . . . . . 16,235 96,181
Swire Pacific Ltd.,
Class A . . . . . . . 11,500 43,945
Television Broadcasts
Ltd.. . . . . . . . . 3,000 9,463
Wharf Holdings Ltd.. . 15,029 28,330
--------------------
1,032,833
--------------------
IRELAND (0.6%)
Allied Irish Banks plc
(London Exchange) 10,051 137,961
Allied Irish Banks plc 769 10,378
Bank of Ireland. . . . 12,306 126,427
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

CRH plc. . . . . . . . 6,395 $ 78,853
DCC plc. . . . . . . . 939 9,657
Elan Corp. plc*. . . . 4,300 9,250
Greencore Group. . . . 1,835 4,910
Independent News &
Media plc . . . . . . 2,795 4,553
Independent Newspapers
plc . . . . . . . . . 3,294 5,185
Irish Permanent plc. . 3,422 36,988
Kerry Group plc, Class
A . . . . . . . . . . 1,466 19,615
Ryanair Holdings plc*. 4,640 32,867
Waterford Wedgewood plc 6,924 3,560
--------------------
480,204
--------------------
ITALY (3.2%)
Acea S.p.A.. . . . . . 1,077 4,769
Alitalia S.p.A.* . . . 19,611 4,980
Alleanza Assicurazioni 5,531 41,906
Arnoldo Mondadori
Editore S.p.A.. . . . 1,774 10,984
Assicurazioni Generali
S.p.A.. . . . . . . . 12,438 255,826
Autogrill S.p.A.*. . . 1,517 11,812
Autostrade S.p.A . . . 10,097 100,448
Banca Fideuram S.p.A.. 3,507 16,487
Banca Monte dei Paschi
di Siena S.p.A. . . . 9,072 21,373
Banca Nazionale Del
Lavoro S.p.A.*. . . . 18,744 20,752
Banco Popolare di
Milano S.p.A.*. . . . 4,357 15,866
Benetton Group S.p.A.. 769 6,859
Bulgari S.p.A. . . . . 1,624 7,703
Capitalia S.p.A.^. . . 15,358 19,630
e.Biscom S.p.A.* . . . 109 3,123
Enel S.p.A.. . . . . . 25,872 134,664
ENI S.p.A. . . . . . . 33,980 540,225
Fiat S.p.A. (RNC)*^. . 2,905 23,626
Fiat S.p.A.. . . . . . 818 3,588
FinecoGroup S.p.A.*^ . 16,313 7,618
Gruppo Editoriale
L'Espresso S.p.A.^. . 2,428 7,924
Intesabci S.p.A. . . . 42,935 90,562
Intesabci S.p.A. (RNC) 9,622 15,853
Italcementi S.p.A. . . 1,117 11,253
Italgas S.p.A. . . . . 2,477 33,688
Luxottica Group S.p.A. 1,588 20,947
Mediaset S.p.A.. . . . 7,201 54,862
Mediobanca S.p.A.. . . 5,361 44,106
Mediolanum S.p.A.^ . . 2,461 12,680
Parmalat Finanziaria
S.p.A.^ . . . . . . . 5,331 12,699
Pirelli S.p.A.^. . . . 12,641 11,674
Riunione Adriatica di
Sicurta S.p.A. (RNC)^ 4,386 53,391
San Paolo IMI S.p.A. . 10,414 67,756
Seat-Pagine Gialle
S.p.A.*^. . . . . . . 59,624 40,607
Snam Rete Gas S.p.A. . 9,020 30,763
Snia S.p.A.* (REIT). . 2,355 4,485
Telecom Italia Mobile
S.p.A.. . . . . . . . 46,271 211,221
Telecom Italia S.p.A.^ 29,039 220,323
Telecom Italia S.p.A.
(RNC) . . . . . . . . 24,769 125,024
Tiscali S.p.A.*. . . . 1,785 8,017

UniCredito Italiano 41,947 167,712
S.p.A.. . . . . . . . --------------------
2,497,786
--------------------
JAPAN (17.3%)
77 Bank Ltd. . . . . . 3,000 12,286
Acom Co., Ltd. . . . . 1,000 32,864
Aderans Co., Ltd.. . . 100 2,233
Advantest Corp.. . . . 1,000 44,830
Aeon Co., Ltd. . . . . 3,000 71,037
Aeon Credit Service
Co., Ltd. . . . . . . 100 3,632
Aiful Corp.. . . . . . 400 15,033
Ajinomoto Co.. . . . . 7,000 73,085
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

All Nippon Airways
Co.*^ . . . . . . . . 3,000 $ 5,536
Alps Electric Co., Ltd. 1,000 11,039
Amada Co., Ltd.. . . . 4,000 10,921
Aoyamma Trading Co.,
Ltd.. . . . . . . . . 900 12,665
Asahi Breweries Ltd.^. 6,000 39,336
Asahi Glass Co., Ltd.. 9,000 55,136
Asahi Kasei Corp.. . . 17,000 42,117
Asatsu-DK, Inc.. . . . 100 1,774
Ashikaga Bank Ltd.*. . 2,000 2,309
Autobacs Seven Co.,
Ltd.* . . . . . . . . 100 2,043
Bank of Fukuoka Ltd.^. 6,000 24,067
Bank of Yokohama . . . 13,000 51,378
Banyu Pharmaceutical
Co., Ltd. . . . . . . 1,000 9,387
Bellsystem 24, Inc.. . 20 3,905
Benesse Corp.. . . . . 1,200 13,449
Bridgestone Corp.. . . 8,000 99,098
Canon, Inc.. . . . . . 10,000 376,675
Capcom Co. Ltd.. . . . 200 3,012
Casio Computer Co.,
Ltd.. . . . . . . . . 3,000 16,710
Central Japan Railway
Co. . . . . . . . . . 12 74,728
Chubu Electric Power
Co., Inc.^. . . . . . 7,100 126,839
Chugai Pharmaceutical
Co., Ltd.. . . . . . 3,000 28,567
Citizen Watch Co., Ltd. 3,000 13,373
Credit Saison Co., Ltd. 1,100 18,771
CSK Corp.^ . . . . . . 1,000 20,983
Dai Nippon Printing
Co., Ltd. . . . . . . 7,000 77,450
Daiei, Inc.* . . . . . 3,500 3,805
Daiichi Pharmaceutical
Co., Ltd. . . . . . . 3,000 43,052
Daikin Industries Ltd. 2,000 31,685
Daimaru, Inc.. . . . . 1,000 2,983
Dainippon Ink and
Chemicals, Inc.*. . . 10,000 16,011
Daito Trust
Construction Co.. . . 1,300 28,756
Daiwa House Industry
Co., Ltd. . . . . . . 5,000 28,145
Daiwa Securities Group
Ltd.. . . . . . . . . 15,000 66,613
Denki Kogyo. . . . . . 2,000 4,365
Denso Corp.. . . . . . 6,300 103,363
Dowa Mining Co., Ltd.. 2,000 8,427
East Japan Railway Co. 40 198,534
Ebara Corp.. . . . . . 4,000 12,370
Eisai Co., Ltd.. . . . 3,000 67,372
Familymart Co. . . . . 400 7,837
Fanuc Ltd. . . . . . . 1,300 57,512
Fast Retailing Co.,
Ltd.. . . . . . . . . 500 17,612
Fuji Electric Co., Ltd. 3,000 5,233
Fuji Machine
Manufacturing Co. . . 600 5,663
Fuji Photo Film Co.,
Ltd.. . . . . . . . . 5,000 163,057
Fuji Soft ABC, Inc.. . 600 9,480
Fuji Television
Network, Inc. . . . . 4 16,112
Fujikura, Ltd. . . . . 2,000 4,753
Fujisawa Pharmaceutical
Co., Ltd. . . . . . . 3,000 68,636
Fujitsu Ltd. . . . . . 20,000 57,133
Furukawa Electric Co.,
Ltd.. . . . . . . . . 7,000 14,688
Gunma Bank Ltd.^ . . . 4,000 17,393
Gunze Ltd. . . . . . . 1,000 3,682
Hino Motors Ltd. . . . 1,000 3,430
Hirose Electric Co.,
Ltd.. . . . . . . . . 400 30,538
Hitachi Ltd. . . . . . 36,000 138,030
Hitachi Software
Engineering Co., Ltd. 100 2,275
Hokuriku Bank Ltd.*. . 2,000 2,697
Honda Motor Co., Ltd.. 7,700 284,849
House Foods Corp.. . . 1,000 9,446
Hoya Corp. . . . . . . 1,400 98,037
Isetan Co., Ltd. . . . 2,000 13,719
Ishikawajima-Harima
Heavy Industries Co.,
Ltd.. . . . . . . . . 18,000 16,382
ITO EN Ltd.. . . . . . 100 3,388
Ito-Yokado Co., Ltd. . 4,000 117,974
Itochu Corp. . . . . . 16,000 34,651
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

Itochu Techno-Science
Corp. . . . . . . . . 600 $ 12,716
Japan Airlines System
Corp.*. . . . . . . . 10,000 21,320
Japan Tobacco, Inc.. . 10 66,908
JFE Holdings, Inc.*. . 5,400 65,572
JGC Corp.. . . . . . . 1,000 5,595
Joyo Bank Ltd. . . . . 8,000 22,247
JSR Corp.. . . . . . . 1,000 10,045
Kajima Corp.^. . . . . 12,000 26,797
Kamiguma Co., Ltd.. . 1,000 4,803
Kaneka Corp. . . . . . 4,000 21,404
Kansai Electric Power
Co., Inc. . . . . . . 8,600 129,938
Kao Corp.. . . . . . . 7,000 153,661
Kawasaki Heavy
Industries Ltd.*. . . 21,000 16,634
Kawasaki Kisen Kaisha
Ltd.. . . . . . . . . 2,000 3,438
Keihin Electric Express
Railway Co., Ltd. . . 4,000 18,202
Keio Teito Electric
Railway Co., Ltd. . . 6,000 31,802
Keyence Corp.. . . . . 300 52,204
Kikkoman Corp. . . . . 1,000 6,935
Kinden Corp. . . . . . 2,000 7,382
Kinki Nippon Railway
Co., Ltd.*. . . . . . 20,000 43,145
Kirin Brewery Co.,
Ltd.^ . . . . . . . . 9,000 57,260
Kokuyo Co., Ltd. . . . 1,000 8,317
Komatsu Ltd.^. . . . . 11,000 35,873
Komori Corp. . . . . . 1,000 10,171
Konami Co., Ltd. . . . 1,300 30,016
Konica Corp. . . . . . 2,000 14,511
Kubuta Corp. . . . . . 14,000 37,988
Kuraray Co., Ltd.. . . 5,000 31,010
Kurita Water Industries
Ltd.. . . . . . . . . 2,000 20,140
Kyocera Corp.. . . . . 2,100 122,280
Kyowa Hakko Kogyo Co.,
Ltd.. . . . . . . . . 5,000 20,730
Kyushu Electric Power
Co., Inc.^. . . . . . 4,000 58,515
Lawson, Inc. . . . . . 500 12,050
Mabuchi Motor Co., Ltd. 300 27,606
Marubeni Corp.^. . . . 18,000 16,533
Marui Co., Ltd.. . . . 4,000 39,167
Matsushita Electric
Industrial Co., Ltd.^ 26,000 256,341
Matsushita Electric
Works Ltd.. . . . . . 4,000 24,741
Meiji Milk Products. . 4,000 12,606
Meiji Seika Kaisha
Ltd.^ . . . . . . . . 6,000 17,646
Meitec Corp. . . . . . 200 4,888
Millea Holdings, Inc.* 17 122,339
Minebea Co., Ltd.. . . 4,000 13,921
Mitsubishi Chemical
Corp.*. . . . . . . . 23,000 45,934
Mitsubishi Corp.^. . . 13,000 79,422
Mitsubishi Electric
Corp.*. . . . . . . . 21,000 48,487
Mitsubishi Estate Co.,
Ltd.. . . . . . . . . 12,000 91,413
Mitsubishi Heavy
Industries Ltd. . . . 35,000 85,531
Mitsubishi Logistics
Corp. . . . . . . . . 2,000 9,758
Mitsubishi Materials
Corp. . . . . . . . . 15,000 16,432
Mitsubishi Rayon Co.,
Ltd.. . . . . . . . . 9,000 20,553
Mitsubishi Tokyo
Finance Group, Inc. . 43 233,715
Mitsui & Co., Ltd. . . 14,000 65,358
Mitsui Chemicals, Inc.^ 5,000 22,289
Mitsui Engineering &
Shipbuilding Co.,
Ltd.* . . . . . . . . 2,000 1,449
Mitsui Fudosan Co.,
Ltd.. . . . . . . . . 9,000 58,397
Mitsui Marine & Fire
Insurance Co., Ltd. . 17,000 78,217
Mitsui Mining &
Smelting Co., Ltd.. . 5,000 11,545
Mitsui O.S.K. Lines,
Ltd.. . . . . . . . . 5,000 10,365
Mitsui Trust & Banking^ 6,000 9,758
Mitsukoshi Ltd.^ . . . 7,000 14,570
Mitsumi Electric Co.,
Ltd.. . . . . . . . . 300 2,733
Mizuho Holding, Inc.^. 71 66,411
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

Murata Manufacturing $
Co., Ltd. . . . . . . 2,900 113,634
NAMCO Ltd. . . . . . . 700 11,727
NEC Corp.* . . . . . . 18,000 67,346
Net One Systems Co.,
Ltd.. . . . . . . . . 1 4,256
NGK Insulators Ltd.. . 4,000 21,842
NGK Spark Plug Co.,
Ltd.. . . . . . . . . 2,000 12,943
Nichirei Corp. . . . . 1,000 2,806
Nidec Corp.. . . . . . 500 31,179
Nikko Securities Co.,
Ltd.. . . . . . . . . 14,000 47,190
Nikon Corp.* . . . . . 4,000 30,067
Nintendo Ltd.. . . . . 1,200 112,143
Nippon COMSYS Corp.. . 2,000 6,775
Nippon Express Co.,
Ltd.. . . . . . . . . 11,000 43,103
Nippon Meat Packers,
Inc.. . . . . . . . . 3,000 29,957
Nippon Mining Holdings,
Inc.. . . . . . . . . 8,000 10,719
Nippon Mitsubishi Oil
Co. . . . . . . . . . 17,000 77,071
Nippon Sheet Glass Co.,
Ltd.. . . . . . . . . 5,000 8,974
Nippon Steel Corp.*. . 67,000 78,478
Nippon System
Development . . . . . 100 1,171
Nippon Telegraph
& Telephone Corp. . . 66 239,707
Nippon Unipac Holding. 12 52,077
Nippon Yusen Labushiki
Kaisha. . . . . . . . 12,000 40,448
Nissan Motor Co., Ltd. 28,000 218,488
Nisshin Flour Milling. 3,000 19,971
Nissin Food Products
Co., Ltd. . . . . . . 1,000 22,331
Nitto Denko Corp.. . . 1,800 51,268
Nomura Securities Co.,
Ltd.. . . . . . . . . 22,000 247,308
NSK Ltd. . . . . . . . 6,000 15,471
NTN Corp.^ . . . . . . 3,000 10,365
NTT Data Corp. . . . . 17 46,987
NTT DoCoMo, Inc. . . . 213 393,082
Obayashi Corp. . . . . 10,000 22,247
Oji Paper Co., Ltd.. . 11,000 47,274
Oki Electric Industries
Co., Ltd.*. . . . . . 2,000 3,236
Olympus Optical Co.,
Ltd.. . . . . . . . . 3,000 48,892
Omron Corp.. . . . . . 3,000 44,240
Onward Kashiyama Co.,
Ltd.. . . . . . . . . 2,000 15,674
Oracle Corp. Japan . . 600 14,536
Oriental Land Co., Ltd. 600 36,353
Orix Corp. . . . . . . 900 58,018
Osaka Gas Co., Ltd.^ . 26,000 64,195
Pioneer Corp.. . . . . 1,700 31,874
Promise Co., Ltd.. . . 1,000 35,645
Ricoh Co., Ltd.. . . . 7,000 114,848
Resona Holdings, Inc.* 57,000 31,221
Rohm Co., Ltd. . . . . 1,300 165,526
Sankyo Co., Ltd. . . . 4,000 50,190
Sanrio Co., Ltd. . . . 1,000 4,972
Sanyo Electric Co.,
Ltd.. . . . . . . . . 18,000 46,869
Secom Co.. . . . . . . 2,600 89,172
Sega Corp.*. . . . . . 1,400 13,803
Sekisui Chemical Co.,
Ltd.. . . . . . . . . 7,000 18,109
Sekisui House Ltd. . . 6,000 42,471
Seven-Eleven Japan Co.,
Ltd.^ . . . . . . . . 5,000 152,524
Sharp Corp.. . . . . . 11,000 104,466
Shimachu Co., Ltd.. . 200 4,045
Shimamura Co., Ltd.. . 300 19,112
SHIMANO, Inc. *. . . . 1,000 15,168
Shimizu Corp.. . . . . 9,000 22,525
Shin-Etsu Chemical Co.,
Ltd.. . . . . . . . . 4,500 147,510
Shionogi & Co., Ltd. . 4,000 56,560
Shiseido Co., Ltd. . . 5,000 65,012
Shizuoka Bank Ltd.^. . 8,000 51,572
Showa Denko K.K.*. . . 7,000 8,907
Showa Shell Sekiyu K.K. 3,000 20,831
Skylark Co., Ltd.. . . 1,000 13,264
SMC Corp.. . . . . . . 600 56,324
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

$
Softbank Corp.^. . . . 2,800 31,971
Sompo Japan Insurance,
Inc.. . . . . . . . . 8,000 46,718
Sony Corp. . . . . . . 10,700 447,223
Stanley Electric Co. . 1,000 11,165
Sumitomo Bakelite Co.,
Ltd.. . . . . . . . . 1,000 4,129
Sumitomo Chemical Co.,
Ltd.^ . . . . . . . . 15,000 59,282
Sumitomo Corp. . . . . 10,000 42,976
Sumitomo Electric
Industries. . . . . . 7,000 45,361
Sumitomo Heavy
Industries* . . . . . 11,000 6,118
Sumitomo Metal
Industries* . . . . . 29,000 10,508
Sumitomo Metal Mining
Co. . . . . . . . . . 4,000 16,685
Sumitomo Mitsui
Financial Group, Inc.^ 46 143,811
Sumitomo Osaka Cement
Co., Ltd. . . . . . . 7,000 9,202
Sumitomo Realty &
Development^. . . . . 3,000 12,210
Sumitomo Trust &
Banking Co., Ltd. . . 9,000 36,479
Suruga Bank Ltd. . . . 1,000 3,935
Suzuken Co., Ltd.. . . 200 4,820
Taiheiyo Cement Corp.*^ 6,000 7,584
Taisei Corp. . . . . . 7,000 11,149
Taisho Pharmaceutical
Co., Ltd. . . . . . . 2,000 29,409
Taiyo Yuden Co., Ltd.. 1,000 10,601
Takara Shuzo Co., Ltd.^ 2,000 8,713
Takashimaya Co., Ltd.^ 4,000 15,674
Takeda Chemical
Industries Ltd. . . . 10,000 417,966
Takefuji Corp. . . . . 1,020 58,878
TDK Corp.. . . . . . . 1,200 48,336
Teijin Ltd.. . . . . . 12,000 28,718
Teikoku Oil Co., Ltd.. 1,000 3,994
Terumo Corp. . . . . . 2,000 27,673
The Chiba Bank Ltd.. . 5,000 15,927
THK Co., Ltd.. . . . . 800 8,811
TIS, Inc.. . . . . . . 100 1,476
Tobu Railway Co., Ltd. 7,000 18,581
Toda Corp. . . . . . . 3,000 5,031
Toho Co., Ltd. . . . . 2,000 19,196
Tohoku Electric Power
Co., Inc. . . . . . . 5,500 80,968
Tokyo Electric Power . 14,000 266,032
Tokyo Electron Ltd.. . 1,900 85,978
Tokyo Gas Co., Ltd.. . 31,000 97,177
Tokyo Style. . . . . . 1,000 8,477
Tokyu Corp.. . . . . . 14,000 49,313
TonenGeneral Sekiyu
K.K.^ . . . . . . . . 3,000 19,719
Toppan Printing. . . . 7,000 52,675
Toray Industries, Inc. 17,000 36,100
Toshiba Corp.* . . . . 35,000 109,716
Tosoh Corp.. . . . . . 7,000 16,870
Tostem Corp. . . . . . 3,000 45,504
Toto Ltd.. . . . . . . 5,000 18,497
Toyo Seikan Kaisha Ltd. 2,000 23,848
Toyobo Co. Ltd.. . . . 2,000 2,612
Toyoda Gosei Co. Ltd.. 300 5,637
Toyota Automatic
Loom Works Ltd. . . . 1,200 18,050
Toyota Motor Corp. . . 28,400 763,428
Trans Cosmos . . . . . 300 3,066
Trend Micro, Inc.*^. . 1,500 25,659
Ube Industries Ltd.. . 4,000 4,011
UFJ Holdings, Inc. . . 41 41,460
Uni-Charm Corp.. . . . 700 27,783
Uny Co., Ltd.. . . . . 2,000 19,567
Ushio, Inc.. . . . . . 1,000 10,955
Wacaol Corp. . . . . . 2,000 15,421
West Japan Railway Co. 10 35,477
World Co., Ltd.. . . . 700 13,449
Yakult Honsha Co., Ltd. 2,000 22,786
Yamada Denki Co., Ltd.^ 900 18,998
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

$
Yamaha Corp. . . . . . 2,000 18,488
Yamaha Motor Corp. Ltd. 1,000 8,258
Yamanouchi
Pharmaceutical Co.,
Ltd.. . . . . . . . . 4,000 115,952
Yamato Transport Co.,
Ltd.. . . . . . . . . 5,000 65,307
Yamazaki Banking Co.,
Ltd.. . . . . . . . . 2,000 11,208
Yokogawa Electric Corp. 2,000 12,421
--------------------
13,550,936
--------------------
LUXEMBOURG (0.1%)
Arcelor* . . . . . . . 3,918 48,187
--------------------
NETHERLANDS (4.5%)
ABN Amro Holdings N.V. 16,844 275,392
Aegon N.V. . . . . . . 15,239 196,059
Akzo Nobel N.V.. . . . 3,436 109,001
ASML Holding N.V.* . . 5,409 45,182
Buhrmann N.V.. . . . . 1,319 5,758
Elsevier N.V.. . . . . 7,516 91,887
Getronics N.V.*. . . . 3,867 2,354
Hagemeyer N.V. . . . . 1,314 9,514
Heineken N.V., Class A 2,382 92,987
IHC Caland N.V.. . . . 326 17,208
ING Groep N.V. . . . . 20,176 341,726
KLM Royal Dutch
Airlines N.V.*. . . . 248 2,389
Koninklijke (Royal)
KPN N.V. * . . . . . 21,042 136,905
Koninklijke Ahold N.V. 7,950 100,947
Koninklijke Royal
Philips Electronics
N.V.. . . . . . . . . 15,764 276,263
NUMICO N.V.. . . . . . 1,700 21,408
Oce N.V. . . . . . . . 824 9,079
Qiagen N.V.*^. . . . . 1,730 9,077
Royal Dutch Petroleum
Co. . . . . . . . . . 25,332 1,115,168
TPG N.V. . . . . . . . 4,201 68,111
Unilever N.V.. . . . . 6,809 418,359
Vedior N.V.. . . . . . 1,212 6,919
Vendex KBB N.V.. . . . 985 10,698
VNU N.V. . . . . . . . 2,618 68,271

Wolters Kluwer N.V., 3,163 55,099
Class C . . . . . . . --------------------
3,485,761
--------------------
NEW ZEALAND (0.1%)
Auckland International
Airport Ltd.. . . . . 2,414 7,008
Carter Holt Harvey Ltd. 10,659 9,758
Contact Energy Ltd.. . 3,525 7,320
Fisher & Paykel
Healthcare Corp. Ltd. 901 4,454
Fisher & Paykel
Appliances Holdings
Ltd.. . . . . . . . . 701 3,685
Fletcher Building Ltd. 4,201 7,362
Fletcher Challenge
Ltd.* . . . . . . . . 3,538 1,814
Independent Newspapers
Ltd.. . . . . . . . . 1,809 2,886
Sky City Ltd.. . . . . 2,598 10,995
Telecom Corp. of New
Zealand . . . . . . . 20,164 47,801
The Warehouse Group
Ltd.. . . . . . . . . 1,684 6,448
Tower Ltd. . . . . . . 1,394 1,531
--------------------
111,062
--------------------
NORWAY (0.4%)
Bergesen d.y. ASA,
Class B. . . . . . . 200 3,233
Bergesen d.y. ASA,
Class A . . . . . . . 300 5,716
DnB Holding ASA. . . . 4,800 22,587
EDB Business Partner
ASA*. . . . . . . . . 550 1,469
Frontline Ltd. . . . . 500 4,366
Gjensidige NOR ASA^. . 650 21,298
Kvaerner ASA*. . . . . 5,979 3,193
Merkantildata ASA* . . 1,000 751
Nera ASA*. . . . . . . 1,250 1,353
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

$
Norsk Hydro ASA. . . . 1,800 80,675
Norske Skogindustrier
ASA . . . . . . . . . 1,250 17,682
Orkla ASA. . . . . . . 2,435 41,475

Schibsted ASA. . . . . 450 4,677
Smedvig ASA, Class A . 400 1,905
Smedvig ASA, Class B . 300 1,217
Statoil ASA. . . . . . 5,300 44,755
Storebrand ASA*. . . . 1,900 7,131
Tandberg ASA*. . . . . 1,450 8,372
Telenor ASA. . . . . . 5,650 21,612
Tomra Systems ASA. . . 2,150 13,997
--------------------
307,464
--------------------
PORTUGAL (0.3%)
Banco Comercial
Portugues S.A.. . . . 18,438 44,115
Banco Espirito Santo
S.A.. . . . . . . . . 1,280 16,790
BPI-SGPS S.A.
(Registered). . . . . 5,396 12,344
Brisa-Auto Estradas
de Portugal S.A.. . . 3,658 20,268
Cimentos de Portugal
SGPS, S.A. . . . . . 410 6,884
Electricidade de
Portugal S.A. . . . . 21,945 36,616
Jeronimo Martins &
Filho*. . . . . . . . 487 3,552
Portugal Telecom, SGPS,
S.A. (Registered) . . 11,469 78,833
PT Multimedia Servicos
de Telecomunicacoes e
Multimedia SGPS S.A.* 563 5,920
Sonae SGPS S.A.* . . . 12,192 5,118
--------------------
230,440
--------------------
SINGAPORE (0.7%)
Allgreen Properties
Ltd.. . . . . . . . . 4,000 2,191
CapitaLand Ltd.* . . . 13,000 8,319
Chartered Semiconductor
Manufacturing Ltd.* . 12,600 5,158
City Developments Ltd. 5,000 11,992
Creative Technology
Ltd.. . . . . . . . . 1,000 7,091
Cycle & Carriage Ltd.. 626 1,227
Datacraft Asia Ltd.. . 5,000 3,275
DBS Group Holdings Ltd. 13,349 84,658
Fraser & Neave Ltd. . 2,700 12,142
Haw Par Corp. Ltd. . . 1,588 2,985
Keppel Corp., Ltd. . . 6,000 12,799
Keppel Land Ltd. . . . 5,000 2,796
NatSteel Ltd.. . . . . 3,000 3,563
Neptune Orient Lines*. 9,000 4,774
Overseas Union
Enterprise Ltd. . . . 1,000 3,373
Overseas-Chinese
Banking Corp. . . . . 11,559 64,309
Parkway Holdings Ltd.. 5,000 2,176
Sembcorp Industries
Ltd.. . . . . . . . . 12,000 5,431
Sembcorp Logisitics
Ltd.. . . . . . . . . 3,000 2,715
Sembcorp Marine Ltd. . 5,000 2,609
Singapore Airlines Ltd. 7,000 41,165
Singapore Exchange Ltd. 8,000 5,673
Singapore Land Ltd.. . 2,000 3,644
Singapore Press
Holdings Ltd. . . . . 4,048 42,475
Singapore Technologies
Engineering Ltd.. . . 16,000 15,220
Singapore
Telecommunications
Ltd.. . . . . . . . . 77,000 55,048
SMRT Corp., Ltd. . . . 6,000 1,989
ST Assembly Test
Services Ltd.*. . . . 3,000 1,989
United Overseas Bank
Ltd.. . . . . . . . . 14,392 97,910
United Overseas Land
Ltd.. . . . . . . . . 4,000 3,713

Venture Manufacturing 2,000 16,028
(Singapore) Ltd.. . . --------------------
528,437
--------------------
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

SOUTH AFRICA (0.1%)
SABMiller plc. . . . . 8,390 $ 59,633
--------------------
SPAIN (2.7%)
Acciona S.A. . . . . . 320 13,180
Acerinox S.A.. . . . . 552 20,269
Acesa Infraestructuras
SA.^. . . . . . . . . 1,716 990
ACS, Actividades Cons y
Services S.A. . . . . 544 17,497
Altadis S.A. . . . . . 3,594 81,993
Amadeus Global Travel
Distribution S.A.,
Class A . . . . . . . 2,705 11,156
Autopistas
Concesionaria Espana. 1,716 19,448
Banco Bilbao Vizcaya
Argentaria S.A. . . . 36,829 352,471
Banco Santander Central
Hispano S.A.. . . . . 52,188 358,169
Corporacion Mapfre S.A. 818 6,635
Endesa S.A.. . . . . . 10,972 128,381
Fomento de
Construcciones y
Contratas S.A.* . . . 562 12,621
Gas Natural SDG S.A. . 2,703 51,256
Grupo Dragados S.A.. . 1,842 31,314
Grupo Ferrovial, S.A.* 723 18,323
Iberdrola S.A.^. . . . 9,343 130,890
Iberia Lineas Aereas
de Espana S.A.. . . . 5,000 7,346
Immobiliaria
Metropolitana Vasco . 496 10,514
Inditex S.A.*. . . . . 2,600 61,417
NH Hoteles S.A.. . . . 1,142 9,815
Promotora de
Informaciones S.A.. . 934 6,087
Repsol YPF S.A.. . . . 11,262 148,910
Sociedad General de
Aguas de Barcelona
S.A.* . . . . . . . . 790 7,959
SOL Melia S.A. . . . . 1,059 4,190
Telefonica Publicidad
E Informion S.A.. . . 1,746 5,552
Telefonica S.A.* . . . 56,015 501,409
TelePizza* . . . . . . 2,024 1,593
Terra Networks*. . . . 4,712 19,828
Union Electrica Fenosa
S.A.^ . . . . . . . . 2,786 36,691
Vallehermoso S.A.. . . 1,297 13,475
Zeltia S.A.*^. . . . . 1,578 8,975
--------------------
2,098,354
--------------------
SWEDEN (1.6%)
AB SKF, Class A. . . . 200 5,176
Assa Abloy AB. . . . . 3,500 39,968
Atlas Copco AB, Class A 1,328 25,910
Atlas Copco AB, Class B 857 15,196
Drott AB, Class B. . . 1,100 12,246
Electrolux AB, Class B^ 3,800 59,966
Eniro AB . . . . . . . 2,200 13,887
Gambro AB, Class A . . 2,200 12,246
Gambro AB, Class B . . 1,100 6,110
Hennes & Mauritz AB,
Class B . . . . . . . 5,700 109,901
Hoganas AB^. . . . . . 300 5,681
Holmen AB. . . . . . . 600 14,564
Modern Times Group AB*^ 600 4,855
Nordea AB. . . . . . . 19,092 84,139
Nordea AB (FDR). . . . 8,160 36,564
OM AB. . . . . . . . . 500 2,387
S.K.F. AB, Class B . . 1,000 25,937
Sandvik AB . . . . . . 2,700 60,270
Sapa AB. . . . . . . . 200 3,672
SAS AB*. . . . . . . . 800 4,536
Securitas AB, Class B. 3,600 42,969
Skandia Forsakrings
AB*^. . . . . . . . . 10,700 28,490
Skandinaviska Enskilda
Banken. . . . . . . . 5,800 48,259
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

Skanska AB . . . . . . 4,800 $ 28,095
SSAB Svenskt Stal AB,
Series A. . . . . . . 700 8,275
SSAB Svenkst Stal AB,
Series B. . . . . . . 300 3,357
Svenska Cellulosa AB,
Class B . . . . . . . 2,300 77,605
Svenska Handelsbanken
AB. . . . . . . . . . 500 6,370
Svenska Handelsbanken
AB,
Class A . . . . . . . 6,800 90,528
Swedish Match AB . . . 4,300 33,805
Tele2 AB, Class B* . . 1,100 29,099
Telefonaktiebolaget LM
Ericsson* . . . . . . 185,100 129,585
Telia AB*. . . . . . . 12,200 45,925
TeliaSonera AB*. . . . 10,525 39,209
Trelleborg AB. . . . . 800 6,473
Volvo AB, Class A. . . 1,240 19,354
Volvo AB, Class B^ . . 2,580 42,046
Wm-Data AB, Class B. . 3,300 2,878
--------------------
1,225,533
--------------------
SWITZERLAND (6.7%)
ABB AG Ltd.*^. . . . . 11,288 32,084
Adecco S.A.. . . . . . 1,500 58,798
Centerpulse AG . . . . 118 20,567
CIBA Specialty
Chemicals . . . . . . 800 55,775
Clariant AG. . . . . . 1,600 25,573
Compagnie Financiere
Richemont AG, Class A 6,300 117,553
Credit Suisse Group. . 14,200 308,093
Fischer (Georg) AG . . 30 3,038
Forbo Holdings AG. . . 10 2,980
Givaudan . . . . . . . 84 37,665
Holcim Ltd., Class B . 345 62,628
Kudelski S.A.*^. . . . 430 5,831
Kuoni Reisen Holding AG
(Registered)* . . . . 30 5,663
Logitech International
S.A.*^. . . . . . . . 500 14,916
Lonza AG . . . . . . . 500 30,375
Nestle S.A.
(Registered). . . . . 4,740 1,004,426
Nobel Biocare Holding
AG* . . . . . . . . . 250 16,074
Novartis AG
(Registered). . . . . 32,700 1,193,111
Phonak Holding AG. . . 300 2,821
Publi Groupe S.A.* . . 10 1,591
Roche Holding AG . . . 8,400 585,333
Roche Holding AG
(Bearer). . . . . . . 600 75,938
Schindler Holding AG . 50 9,745
Serono S.A., Class B . 80 42,873
SGS Societe Generale
Surveillance de
Holdings S.A. . . . . 65 19,556
STMicroelectronics N.V. 7,122 139,610
Sulzer AG* . . . . . . 50 6,798
Swatch Group AG. . . . 800 13,539
Swatch Group AG, Class
B . . . . . . . . . . 400 33,268
Swiss Reinsurance. . . 3,800 249,266
Swisscom AG
(Registered). . . . . 320 92,688
Syngenta AG. . . . . . 1,252 72,483
Synthes-Stratec, Inc.. 60 36,798
Tecan Group AG . . . . 100 3,291
UBS AG*. . . . . . . . 15,016 729,786
Unaxis Holding AG* . . 96 6,422
Valora Holding AG. . . 40 7,666

Zurich Financial 1,712 159,722
Services AG . . . . . --------------------
5,284,344
--------------------
UNITED KINGDOM (22.6%)
3i Group plc . . . . . 8,377 74,848
Aegis Group plc. . . . 6,953 8,759
Aggreko plc. . . . . . 601 1,427
Amec plc . . . . . . . 1,926 4,442
Amersham plc . . . . . 9,153 81,928
Amvescap plc . . . . . 8,666 55,526
ARM Holdings plc*. . . 12,500 9,659
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

Associated British
Ports Holding plc . . 2,349 $ 15,108
AstraZeneca plc. . . . 15,426 551,319
AstraZeneca plc
(Stockholm
Exchange) . . . . . . 5,851 205,480
Aviva plc. . . . . . . 27,361 195,134
AWG plc. . . . . . . . 1,331 9,289
BAA plc. . . . . . . . 13,374 108,515
BAE SYSTEMS plc. . . . 39,206 78,266
Balfour Beatty plc . . 2,108 4,904
Barclays Bank plc. . . 79,816 494,706
Barratt Developments
plc . . . . . . . . . 4,401 27,703
BBA Group plc. . . . . 7,928 23,580
Berkeley Group plc . . 2,323 22,289
BG Group plc . . . . . 40,619 175,251
BHP Billiton plc . . . 30,082 160,662
BOC Group plc. . . . . 5,407 77,298
Boots Co. plc. . . . . 11,326 106,849
BP plc . . . . . . . . 273,971 1,883,346
BPB plc. . . . . . . . 4,185 16,574
Brambles Industries plc 11,011 26,944
British Airways plc* . 9,828 21,360
British American
Tobacco plc . . . . . 20,655 206,331
British Land Co., plc. 7,293 53,069
British Sky
Broadcasting plc* . . 15,116 155,501
BT Group plc . . . . . 108,293 339,963
Bunzl plc. . . . . . . 4,692 28,704
Cable & Wireless plc . 23,952 17,256
Cadbury Schweppes plc. 26,524 165,252
Canary Wharf Group plc* 7,409 28,090
Capita Group plc . . . 9,640 38,410
Carlton Communications
plc . . . . . . . . . 7,616 16,460
Celltech Group plc*. . 3,193 17,734
Centrica plc . . . . . 52,037 143,253
Chubb plc. . . . . . . 9,134 12,903
Close Brothers Group
plc . . . . . . . . . 768 6,874
Compass Group plc. . . 28,136 149,476
Corus Group plc* . . . 35,376 15,519
Daily Mail & General
Trust . . . . . . . . 2,758 25,819
De La Rue plc. . . . . 852 3,991
Diageo plc . . . . . . 39,932 433,932
Dixons Group plc . . . 23,370 54,554
Electrocomponents plc. 5,979 27,625
EMI Group plc. . . . . 8,955 20,039
Exel plc . . . . . . . 4,439 49,167
Firstgroup plc . . . . 2,711 10,278
FKI plc. . . . . . . . 4,086 5,789
GKN plc. . . . . . . . 7,349 23,751
GlaxoSmithKline plc. . 73,674 1,413,797
Granada plc. . . . . . 28,151 36,143
Great Universal Stores
plc . . . . . . . . . 13,208 122,690
Hammerson plc. . . . . 2,295 17,476
Hanson plc . . . . . . 9,803 43,558
Hays plc . . . . . . . 24,633 36,781
HBOS plc . . . . . . . 45,270 477,363
Hilton Group plc . . . 19,345 52,009
HSBC Holdings plc. . . 114,651 1,267,112
IMI plc. . . . . . . . 1,970 8,325
Imperial Chemical
Industries plc. . . . 15,205 56,300
Imperial Tobacco Group
plc . . . . . . . . . 8,204 139,340
International Power
plc*. . . . . . . . . 12,178 18,772
Invensys plc . . . . . 49,074 41,675
Johnson Matthey plc. . 2,954 38,045
Kelda Group plc. . . . 2,985 20,375
Kidde plc. . . . . . . 9,134 10,404
Kingfisher plc . . . . 29,600 106,027
Land Securities Group
plc . . . . . . . . . 6,241 78,872
Legal & General Group
plc . . . . . . . . . 82,061 126,825
Lloyds TSB Group plc . 68,806 494,035
Logica plc . . . . . . 9,593 23,165
NUMBER VALUE
OF SHARES (NOTE 1)
- -----------------------------------------------------------------------------------

Man (E D & F) Group plc 2,628 $ 37,527
Marks & Spencer Group
plc . . . . . . . . . 29,882 151,536
Misys plc. . . . . . . 7,079 20,058
National Grid Group plc 38,979 286,463
Next plc . . . . . . . 3,318 39,341
P&O Princess Cruises
plc*. . . . . . . . . 9,577 66,451
Pearson plc. . . . . . 10,642 98,426
Peninsular & Oriental
Steam Navigation Co.. 8,440 22,351
Pilkington plc . . . . 5,217 4,871
Provident Financial plc 2,169 20,742
Prudential plc . . . . 25,342 179,103
Rank Group plc . . . . 4,798 20,585
Reckitt Benckiser plc. 7,177 139,228
Reed Elsevier plc* . . 16,403 140,485
Rentokil Initial plc . 25,402 89,968
Reuters Group plc. . . 18,097 51,713
Rexam plc. . . . . . . 3,776 25,775
Rio Tinto plc. . . . . 13,524 269,975
RMC Group plc. . . . . 4,299 25,400
Rolls-Royce plc. . . . 18,988 32,708
Royal & Sun Alliance
Insurance Group plc . 14,956 29,074
Royal Bank of Scotland
Group plc . . . . . . 33,387 799,792
Safeway plc. . . . . . 10,561 36,257
Sainsbury J plc. . . . 19,212 86,215
Schroders plc. . . . . 2,425 19,949
Scottish & Newcastle
plc . . . . . . . . . 8,211 61,269
Scottish & Southern
Energy. . . . . . . . 9,421 103,134
Scottish Power plc . . 24,328 141,975
Securicor plc* . . . . 2,034 2,775
Serco Group plc. . . . 2,533 6,244
Seton Scholl Healthcare
Group plc . . . . . . 457 1,885
Severn Trent plc . . . 3,237 36,166
Shell Transport &
Trading Co. plc . . . 119,217 784,979
Signet Group plc . . . 14,678 16,068
Six Continents plc . . 10,581 85,512
Slough Estates plc . . 3,338 18,217
Smith & Nephew plc . . 10,275 62,941
Smiths Group plc . . . 7,627 85,398
Stagecoach Holdings plc 9,196 4,367
Tate & Lyle plc. . . . 3,654 18,530
Taylor Woodward plc. . 3,483 9,504
Tesco plc. . . . . . . 86,370 269,750
The Sage Group plc . . 15,086 32,301
Unilever plc . . . . . 34,575 328,962
United Business Media
plc . . . . . . . . . 2,740 12,792
United Utilities plc . 7,876 79,120
Vodafone Group plc . . 827,895 1,509,420
Whitbread plc. . . . . 2,447 21,312
Wimpey (George) plc. . 2,142 9,173
Wolseley plc . . . . . 8,021 67,341
WPP Group plc. . . . . 14,226 108,671
--------------------
17,691,794
--------------------
UNITED STATES (0.0%)
Capstone Turbine Corp.* 48 43
--------------------
TOTAL COMMON STOCKS
(81.3%)
(Cost $96,108,677). . 63,731,553
--------------------

PREFERRED STOCKS:
GERMANY (0.1%)
Fresenius Medical Care
AG. . . . . . . . . . 250 7,608
Porsche AG . . . . . . 100 41,556
Volkswagen AG. . . . . 1,350 34,992
Wella AG . . . . . . . 250 14,823
--------------------
98,979
--------------------
ITALY (0.0%)
Fiat S.p.A.. . . . . . 1,172 5,350
--------------------
TOTAL PREFERRED STOCKS
(0.1%)
(Cost $152,593) . . . 104,329
--------------------
NUMBER VALUE
OF WARRANTS (NOTE 1)
- -----------------------------------------------------------------------------------

WARRANTS:
ITALY (0.0%)

Snia S.p.A.* 2,355 $ 100
(Cost $--) . . . . . --------------------
PRINCIPAL
AMOUNT
-----------------

SHORT-TERM DEBT SECURITIES:
TIME DEPOSIT (13.1%)
J.P. Morgan Chase Nassau,
0.73%, 01/02/03 . . . $ 10,234,685
10,234,685 --------------------
U.S. GOVERNMENT (0.4%)
U.S. Treasury Bills (Discount Note)
01/23/03 #. . . . . . 315,000 314,768
--------------------
TOTAL SHORT-TERM DEBT
SECURITIES (13.5%)

(Amortized Cost 10,549,453
$10,549,453) . . . . --------------------
TOTAL INVESTMENTS (95.0%)
(Cost/Amortized Cost
$106,810,723). . . . 74,385,435

OTHER ASSETS LESS 3,963,242
LIABILITIES (5.0%). . --------------------
NET ASSETS (100.0%) . $ 78,348,677
====================

MARKET SECTOR DIVERSIFICATION
As a Percentage of Total Equity Investments

Consumer Discretionary . . . . . . . . . 12.4%
Consumer Staples . . . . . . . . . . . . 9.7
Energy . . . . . . . . . . . . . . . . . 9.7
Financials . . . . . . . . . . . . . . . 24.2
Health Care. . . . . . . . . . . . . . . 10.4
Industrials. . . . . . . . . . . . . . . 8.4
Information Technology . . . . . . . . . 7.4
Materials. . . . . . . . . . . . . . . . 6.4
Telecommunications Services. . . . . . . 7.0
Utilities. . . . . . . . . . . . . . . . 4.4
-----
100.0%
=====

- ---------
* Non-income producing.
^ All, or a portion, of security out on loan (Note 1).
# All, or a portion of security held by broker as collateral for
financial futures contracts.
++ Affilated company as defined under the Investment Company Act of 1940
(Note 6).
+ Securities (totaling $0 or 0.0% of net assets) valued at fair value.
FDR-- Finnish Depositary Receipt
RNC-- Risparmio Non-Convertible Savings Shares
VVPR-- Verminderde Voorheffing - Precompte Reduit

- --------------------------------------------------------------------------------
At December 31, 2002 the portfolio had outstanding foreign currency contracts to
buy/sell foreign currencies as follows: (Note 1)

LOCAL
CONTRACT COST ON U.S. $ UNREALIZED
AMOUNT ORIGINATION CURRENT APPRECIATION/
(000'S) DATE VALUE (DEPRECIATION)
---------------------------------------------------

FOREIGN CURRENCY BUY CONTRACTS
British Pound, expiring 01/10/03. . . . . . . 1,280 $2,014,720 $2,059,732 $ 45,012
European Union, expiring 01/10/03 . . . . . . 3,730 3,738,877 3,913,037 174,160
Japanese Yen, expiring 01/10/03 . . . . . . . 177,490 1,476,622 1,496,061 19,439
--------
$238,611
========

At December 31, 2002 the Portfolio had the following futures contracts open:
(Note 1)

NUMBER OF UNREALIZED
CONTRACTS EXPIRATION ORIGINAL VALUE AT APPRECIATION/
PURCHASE --------- DATE VALUE 12/31/02 (DEPRECIATION)
- -------- ---------- ---------- ---------- ----------------

CAC 40 10 Euro. . . . 10 January-03 $ 32,295 $ 32,132 $ (163)
Hang Seng Index . . . 5 January-03 301,324 297,721 (3,603)
IBEX 35 Index . . . . 2 January-03 132,796 125,581 (7,215)
EUReX Index . . . . . 225 March-03 5,893,526 5,654,928 (238,598)
FTSE Index. . . . . . 56 March-03 3,521,484 3,526,370 4,886
Nikkei 225. . . . . . 60 March-03 2,626,185 2,557,500 (68,685)
SPI 200 . . . . . . . 15 March-03 662,080 667,367 5,287
---------
$(308,091)
=========

Investments in companies which were affiliates for the year ended December 31,
2002, were as follows:

MARKET VALUE
DECEMBER 31, REALIZED
MARKET VALUE PURCHASES SALES AT 2002 DIVIDEND GAIN
SECURITIES DECEMBER 31, 2001 AT COST COST ------------ INCOME (LOSS)
- ---------- ----------------- --------- --------- -------- -----------

AXA . . . . . . . . . . $389,506 $ -- 47,632 $229,458 $ 9,137 $(15,336)
Deutsche Bank . . . . . 467,934 9,787 -- 314,003 6,786 --
-------- -------- ------- --------
$857,440 $543,461 $15,923 $(15,336)
======== ======== ======= ========

EQ ADVISORS TRUST
EQ/INTERNATIONAL EQUITY INDEX PORTFOLIO
PORTFOLIO OF INVESTMENTS (Concluded)
December 31, 2002
- --------------------------------------------------------------------------------

Investment security transactions for the year ended December 31, 2002 were as
follows:

COST OF PURCHASES:
Stocks and long-term
corporate debt securities $ 8,199,479
NET PROCEEDS OF SALES AND
REDEMPTIONS:
Stocks and long-term
corporate debt securities 7,959,733
As of December 31, 2002, the gross unrealized appreciation (depreciation) of
investments based on the aggregate cost of investments for federal income tax
purposes was as follows:

Aggregate gross unrealized
appreciation . . . . . . $ 2,441,764
Aggregate gross unrealized
depreciation . . . . . . (35,286,810)
------------
Net unrealized
depreciation . . . . . . $(32,845,046)
============
Federal income tax cost of
investments. . . . . . . $107,230,481
============

At December 31, 2002, the Portfolio had loaned securities with a total value
$1,750,748 which was secured by collateral of $1,842,426.

The Portfolio has a net capital loss carryforward of $6,837,921 of which
$1,276,824 expires in the year 2009 and $5,561,097 expires in the year 2010.

See Notes to Financial Statements.

EQ ADVISORS TRUST
EQ/ALLIANCE INTERNATIONAL PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2002
ASSETS
Investments at value (Cost $1,161,758,099)(Note 1) $1,073,154,367
Short-term investments held as collateral for
loaned securities . . . . . . . . . . . . . . . . 52,138,684
Receivable for securities sold . . . . . . . . . . 12,197,270
Receivable from broker for collateral held in
connection with open futures contract . . . . . . 10,428,419
Dividends, interest and other receivables. . . . . 1,453,177
Other assets . . . . . . . . . . . . . . . . . . . 61,204
--------------
Total assets. . . . . . . . . . . . . . . . . . . 1,149,433,121
--------------
LIABILITIES
Overdraft payable (Foreign cash payable $328,875). 375,016
Collateral held for loaned securities. . . . . . . 52,138,684
Payable for securities purchased . . . . . . . . . 11,584,027
Payable to Separate Accounts for Trust shares
redeemed. . . . . . . . . . . . . . . . . . . . . 1,748,725
Investment management fees payable . . . . . . . . 574,798
Payable to custodian . . . . . . . . . . . . . . . 261,517
Trustees' fees payable . . . . . . . . . . . . . . 68,153
Distribution fees payable - Class IB . . . . . . . 44,038
Administrative fees payable. . . . . . . . . . . . 19,099
Accrued expenses (Note 1). . . . . . . . . . . . . 215,530
--------------
Total liabilities . . . . . . . . . . . . . . . . 67,029,587
--------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . $1,082,403,534
==============
Net assets were comprised of:
Paid in capital. . . . . . . . . . . . . . . . . . $1,658,814,242
Accumulated undistributed net investment income. . 3,713,559
Accumulated undistributed net realized loss. . . . (490,834,267)
Unrealized depreciation on investments . . . . . . (89,290,000)
--------------
Net assets. . . . . . . . . . . . . . . . . . . . $1,082,403,534
==============
CLASS IA
Net asset value, offering and redemption price per
share, $876,907,211 / 121,170,484 shares
outstanding (unlimited amount authorized: $0.01
par value) (Note 1) . . . . . . . . . . . . . . . $ 7.24
==============
CLASS IB
Net asset value, offering and redemption price per
share, $205,496,323 / 28,802,103 shares
outstanding (unlimited amount authorized: $0.01
par value) (Note 1) . . . . . . . . . . . . . . . $ 7.13
==============
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
INVESTMENT INCOME (NOTE 1)
Dividends (net of $496,086 foreign withholding tax) $ 4,519,592
Interest (net of $3,040 foreign withholding tax) . 167,652
Securities lending (net) . . . . . . . . . . . . . 167,291
--------------
Total income. . . . . . . . . . . . . . . . . . . 4,854,535
--------------
EXPENSES (NOTES 1, 2, 3, 4, 5 AND 7)
Investment management fees . . . . . . . . . . . . 2,441,439
Custodian fees . . . . . . . . . . . . . . . . . . 243,679
Printing and mailing expenses. . . . . . . . . . . 203,989
Distribution fees - Class IB . . . . . . . . . . . 146,510
Administrative fees. . . . . . . . . . . . . . . . 134,026
Professional fees. . . . . . . . . . . . . . . . . 90,573
Trustees' fees . . . . . . . . . . . . . . . . . . 13,994
Miscellaneous. . . . . . . . . . . . . . . . . . . 16,455
--------------
Gross expenses. . . . . . . . . . . . . . . . . . 3,290,665
Less: Waiver of investment management fees
(Note 6). . . . . . . . . . . . . . . . . . . . (132,717)
Fees paid indirectly (Note 1) . . . . . (56,167)
--------------
Net expenses. . . . . . . . . . . . . . . . . . . 3,101,781
--------------
NET INVESTMENT INCOME . . . . . . . . . . . . . . 1,752,754
--------------
REALIZED AND UNREALIZED GAIN (LOSS) (NOTE 1)
Realized gain (loss) on:
Securities . . . . . . . . . . . . . . . . . . . . (38,420,600)
Futures contracts. . . . . . . . . . . . . . . . . (4,277,616)
Foreign currency transactions. . . . . . . . . . . 2,012,695
--------------
Net realized loss . . . . . . . . . . . . . . . . (40,685,521)
--------------
Change in unrealized appreciation (depreciation)
on:
Securities . . . . . . . . . . . . . . . . . . . . (6,575,030)
Futures contracts. . . . . . . . . . . . . . . . . (809,419)
Foreign currency translations. . . . . . . . . . . 80,773
--------------
Net change in unrealized depreciation . . . . . . (7,303,676)
--------------
NET REALIZED AND UNREALIZED LOSS . . . . . . . . . (47,989,197)
--------------
NET DECREASE IN NET ASSETS RESULTING FROM
OPERATIONS . . . . . . . . . . . . . . . . . . . . $ (46,236,443)
==============

STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
------------------------------
2002 2001
--------------- ----------------

INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income. . . . . . . . . . . $ 1,752,754 $ 301,304
Net realized loss on investments and
foreign currency transactions. . . . . . (40,685,521) (46,971,630)
Net change in unrealized depreciation on
investments and foreign currency
translations. . . . . . . . . . . . . . . (7,303,676) (12,779,691)
-------------- -------------
NET DECREASE IN NET ASSETS RESULTING FROM
OPERATIONS. . . . . . . . . . . . . . . . (46,236,443) (59,450,017)
-------------- -------------
DISTRIBUTIONS:
Distributions from net realized capital
gains
Class IA. . . . . . . . . . . . . . . . . -- (4,004,719)
Class IB. . . . . . . . . . . . . . . . . -- (758,705)
-------------- -------------
-- (4,763,424)
-------------- -------------
CAPITAL SHARES TRANSACTIONS (NOTE 1):
CLASS IA
Capital shares sold [ 62,949,501 and
39,656,124 shares, respectively ]. . . . 471,285,996 352,585,055
Capital shares issued in connection with
substitution (Note 8) [ 101,511,603 and 0
shares, respectively ]. . . . . . . . . . 755,870,519 --
Capital shares issued in reinvestment of
distributions [ 0 and 430,615 shares,
respectively ]. . . . . . . . . . . . . . -- 4,004,719
Capital shares repurchased [ (64,163,840)
and (40,713,829) shares, respectively ]. (481,552,125) (362,357,488)
-------------- -------------
Total Class IA transactions. . . . . . . . 745,604,390 (5,767,714)
-------------- -------------
CLASS IB
Capital shares sold [ 12,079,941 and
26,541,967 shares, respectively ]. . . . 90,700,408 235,374,910
Capital shares issued in connection with
substitution (Note 8) [ 22,055,946 and 0
shares, respectively ]. . . . . . . . . . 161,950,385 --
Capital shares issued in reinvestment of
distributions [ 0 and 82,200 shares,
respectively ]. . . . . . . . . . . . . . -- 758,705
Capital shares repurchased [ (9,876,909)
and (25,602,903) shares, respectively ]. (73,279,253) (227,985,314)
-------------- -------------
Total Class IB transactions. . . . . . . . 179,371,540 8,148,301
-------------- -------------
NET INCREASE IN NET ASSETS RESULTING FROM
CAPITAL SHARE TRANSACTIONS . . . . . . . . 924,975,930 2,380,587
-------------- -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . 878,739,487 (61,832,854)
NET ASSETS:
Beginning of year. . . . . . . . . . . . . 203,664,047 265,496,901
-------------- -------------
End of year (a). . . . . . . . . . . . . . $1,082,403,534 $ 203,664,047
============== =============
-----------
(a) Includes accumulated undistributed
(overdistributed) net investment income of $ 3,713,559 $ (51,890)
-------------- -------------

See Notes to Financial Statements.

EQ ADVISORS TRUST
EQ/INTERNATIONAL EQUITY INDEX PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2002
ASSETS
Investments at value (Cost $106,810,723) (Note 1) . . . $ 74,385,435
Cash (Foreign Cash $2,565,932). . . . . . . . . . . . . 3,349,300
Short-term investments held as collateral for loaned
securities . . . . . . . . . . . . . . . . . . . . . . 1,842,426
Receivable from Separate Accounts for Trust shares sold 303,584
Unrealized appreciation of forward foreign currency
contracts (Note 1) . . . . . . . . . . . . . . . . . . 238,611
Dividends, interest and other receivables . . . . . . . 170,247
Variation margin receivable on futures contracts (Note
1) . . . . . . . . . . . . . . . . . . . . . . . . . . 15,950
Receivable for securities sold. . . . . . . . . . . . . 142
Other assets. . . . . . . . . . . . . . . . . . . . . . 748
-----------------
Total assets . . . . . . . . . . . . . . . . . . . . . 80,306,443
-----------------
LIABILITIES
Collateral held for loaned securities . . . . . . . . . 1,842,426
Payable to custodian. . . . . . . . . . . . . . . . . . 33,238
Investment management fees payable. . . . . . . . . . . 27,116
Payable to Separate Accounts for Trust shares redeemed. 15,094
Distribution fees payable - Class IB. . . . . . . . . . 14,589
Administrative fees payable . . . . . . . . . . . . . . 9,227
Trustees' fees payable. . . . . . . . . . . . . . . . . 2,590
Accrued expenses (Note 1) . . . . . . . . . . . . . . . 13,486
-----------------
Total liabilities. . . . . . . . . . . . . . . . . . . 1,957,766
-----------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . $ 78,348,677
=================
Net assets were comprised of:
Paid in capital . . . . . . . . . . . . . . . . . . . . $ 118,022,323
Accumulated undistributed net investment income . . . . 66,844
Accumulated undistributed net realized loss . . . . . . (7,336,052)
Unrealized depreciation on investments. . . . . . . . . (32,404,438)
-----------------
Net assets . . . . . . . . . . . . . . . . . . . . . . $ 78,348,677
=================
CLASS IA
Net asset value, offering and redemption price per
share, $3,734 / 526 shares outstanding (unlimited
amount authorized: $0.01 par value) (Note 1) . . . . . $ 7.10
=================
CLASS IB
Net asset value, offering and redemption price per
share, $78,344,943 / 11,030,554 shares outstanding
(unlimited amount authorized: $0.01 par value) (Note 1) $ 7.10
=================
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
INVESTMENT INCOME (NOTE 1)
Dividends (net of $174,914 foreign withholding tax)(t). $ 1,487,718
Interest. . . . . . . . . . . . . . . . . . . . . . . . 49,304
Securities lending (net). . . . . . . . . . . . . . . . 29,661
-----------------
Total income . . . . . . . . . . . . . . . . . . . . . 1,566,683
-----------------
EXPENSES (NOTES 1, 2, 3, 4, 5 AND 7)
Investment management fees. . . . . . . . . . . . . . . 272,730
Distribution fees - Class IB. . . . . . . . . . . . . . 194,643
Custodian fees. . . . . . . . . . . . . . . . . . . . . 112,668
Administrative fees . . . . . . . . . . . . . . . . . . 50,140
Professional fees . . . . . . . . . . . . . . . . . . . 43,405
Printing and mailing expenses . . . . . . . . . . . . . 13,139
Amortization of deferred organizational expense . . . . 6,234
Trustees' fees. . . . . . . . . . . . . . . . . . . . . 1,749
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 23,100
-----------------
Total expenses . . . . . . . . . . . . . . . . . . . . 717,808
-----------------
NET INVESTMENT INCOME . . . . . . . . . . . . . . . . . 848,875
-----------------
REALIZED AND UNREALIZED GAIN (LOSS) (NOTE 1)
Realized gain (loss) on:
Securities. . . . . . . . . . . . . . . . . . . . . . . (2,305,102)
Futures . . . . . . . . . . . . . . . . . . . . . . . . (2,102,079)
Foreign currency transactions . . . . . . . . . . . . . 345,448
-----------------
Net realized loss. . . . . . . . . . . . . . . . . . . (4,061,733)
-----------------
Change in unrealized appreciation (depreciation) on:
Securities. . . . . . . . . . . . . . . . . . . . . . . (10,934,398)
Futures . . . . . . . . . . . . . . . . . . . . . . . . (416,532)
Foreign currency translations . . . . . . . . . . . . . 412,846
-----------------
Net change in unrealized depreciation. . . . . . . . . (10,938,084)
-----------------
NET REALIZED AND UNREALIZED LOSS . . . . . . . . . . . (14,999,817)
-----------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS . $ (14,150,942)
=================
(t) from affiliated companies . . . . . . . . . . . . . $ 15,923
-----------------

STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
-----------------------------
2002 2001
-------------- ----------------

INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS:
Net investment income. . . . . . . . . . . $ 848,875 $ 818,639
Net realized loss on investments and foreign
currency transactions. . . . . . . . . . . (4,061,733) (3,136,659)
Net change in unrealized depreciation on
investments and foreign currency
translations. . . . . . . . . . . . . . . (10,938,084) (21,806,917)
------------- -------------
NET DECREASE IN NET ASSETS RESULTING FROM
OPERATIONS. . . . . . . . . . . . . . . . (14,150,942) (24,124,937)
------------- -------------
DIVIDENDS AND DISTRIBUTIONS:
Dividends from net investment income
Class IA. . . . . . . . . . . . . . . . . . (23) --
Class IB. . . . . . . . . . . . . . . . . . (818,260) (296,247)
------------- -------------
(818,283) (296,247)
------------- -------------
Distributions from net realized capital
gains
Class IB. . . . . . . . . . . . . . . . . . -- (274,630)
------------- -------------
TOTAL DIVIDENDS AND DISTRIBUTIONS . . . . . (818,283) (570,877)
------------- -------------
CAPITAL SHARES TRANSACTIONS (NOTE 1):
CLASS IA*
Capital shares sold [ 11,901 and 0 shares,
respectively ]. . . . . . . . . . . . . . 103,546 --
Capital shares issued in reinvestment of
dividends and distributions [ 3 and 0
shares, respectively ]. . . . . . . . . . 23 --
Capital shares repurchased [ (11,378) and 0
shares, respectively ]. . . . . . . . . . (80,225) --
------------- -------------
Total Class IA transactions. . . . . . . . 23,344 --
------------- -------------
CLASS IB
Capital shares sold [ 20,982,067 and
50,145,480 shares, respectively ]. . . . . 168,316,367 484,305,954
Capital shares issued in reinvestment of
dividends and distributions [ 117,763 and
60,444 shares, respectively ]. . . . . . . 818,260 570,877
Capital shares repurchased [ (19,231,527)
and (49,473,981) shares, respectively ]. . (155,922,815) (479,564,991)
------------- -------------
Total Class IB transactions. . . . . . . . 13,211,812 5,311,840
------------- -------------
NET INCREASE IN NET ASSETS RESULTING FROM
CAPITAL SHARE TRANSACTIONS . . . . . . . . 13,235,156 5,311,840
------------- -------------
TOTAL DECREASE IN NET ASSETS . . . . . . . . (1,734,069) (19,383,974)
NET ASSETS:
Beginning of year. . . . . . . . . . . . . 80,082,746 99,466,720
------------- -------------
End of year (a). . . . . . . . . . . . . . $ 78,348,677 $ 80,082,746
============= =============
-----------
(a) Includes accumulated undistributed net
investment income of. . . . . . . . . . . $ 66,844 $ (330,622)
------------- -------------
* Class IA commenced operations on March 25, 2002.

See Notes to Financial Statements.

EQ ADVISORS TRUST
EQ/ALLIANCE INTERNATIONAL PORTFOLIO(d)(i):
FINANCIAL HIGHLIGHTS

CLASS IA
----------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
2002 2001 2000 1999 1998
---------- ---------- ------ --------- ---------

Net asset value,
beginning of year. . $ 8.03 $ 10.62 $ 15.03 $ 11.13 $ 10.27
-------- -------- -------- -------- --------
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment
income (loss). . . . 0.01 0.02 (0.01) 0.08 0.09
Net realized and
unrealized gain
(loss) on investments
and foreign
currency transactions (0.80) (2.42) (3.33) 4.07 0.97
-------- -------- -------- -------- --------
Total from
investment operations (0.79) (2.40) (3.34) 4.15 1.06
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net
investment
income . . . . . . . -- -- (0.05) -- (0.20)
Distributions from
realized gains . . . -- (0.19) (1.02) (0.25) --
-------- -------- -------- -------- --------
Total dividends and
distributions. . . . -- (0.19) (1.07) (0.25) (0.20)
-------- -------- -------- -------- --------
Net asset value, end
of year. . . . . . . $ 7.24 $ 8.03 $ 10.62 $ 15.03 $ 11.13
======== ======== ======== ======== ========
Total return. . . . . (9.84)% (22.88)% (22.77)% 37.31% 10.57%
======== ======== ======== ======== ========
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of
year (000's). . . . $876,907 $167,610 $228,325 $268,541 $204,767
Ratio of expenses to
average net
assets after waivers 1.02% N/A N/A N/A N/A
Ratio of expenses to
average net
assets after waivers
and fees
paid indirectly. . . 1.00% N/A N/A N/A N/A
Ratio of expenses to
average net
assets before waivers
and fees
paid indirectly (Note
6) . . . . . . . . . 1.04% 1.10% 1.16%(c) 1.08% 1.06%
Ratio of net
investment income
(loss) to average net
assets
after waivers . . . 0.60% N/A N/A N/A N/A
Ratio of net
investment income
(loss) to average net
assets
after waivers and
fees paid indirectly 0.62% N/A N/A N/A N/A
Ratio of net
investment income
(loss) to average net
assets
before waivers and
fees paid indirectly
(Note 6) . . . . . . 0.58% 0.17% (0.03)%(c) 0.70% 0.81%
Portfolio turnover
rate . . . . . . . . 47% 77% 80% 152% 59%

CLASS IB
-----------------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
2002 2001 2000 1999 1998
---------- --------- ------ -------- ---------

Net asset value,
beginning of year. . $ 7.94 $ 10.55 $ 14.96 $ 11.11 $10.26
-------- ------- ------- ------- ------
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment 0.01 --# (0.01) 0.04 0.05
income (loss). . . .
Net realized and
unrealized gain (0.82) (2.42) (3.33) 4.06 0.98
(loss) on investments -------- ------- ------- ------- ------
and foreign
currency transactions
Total from
investment operations (0.81) (2.42) (3.34) 4.10 1.03
-------- ------- ------- ------- ------
LESS DISTRIBUTIONS:
Dividends from net -- -- (0.05) -- (0.18)
investment
income . . . . . . .
Distributions from
realized gains . . . -- (0.19) (1.02) (0.25) --
-------- ------- ------- ------- ------
Total dividends and
distributions. . . . -- (0.19) (1.07) (0.25) (0.18)
-------- ------- ------- ------- ------
Net asset value, end
of year. . . . . . . $ 7.13 $ 7.94 $ 10.55 $ 14.96 $11.11
======== ======= ======= ======= ======
Total return. . . . . (10.20)% (23.23)% (22.86)% 36.90% 10.30%
======== ======= ======= ======= ======
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of $205,496 $36,054 $37,171 $18,977 $7,543
year (000's). . . .
Ratio of expenses to 1.27% N/A N/A N/A N/A
average net
assets after waivers
Ratio of expenses to 1.25% N/A N/A N/A N/A
average net
assets after waivers
and fees
paid indirectly. . .
Ratio of expenses to 1.29% 1.35% 1.41%(c) 1.33% 1.31%
average net
assets before waivers
and fees
paid indirectly (Note
6) . . . . . . . . .
Ratio of net 0.35% N/A N/A N/A N/A
investment income
(loss) to average net
assets
after waivers . . .
Ratio of net 0.37% N/A N/A N/A N/A
investment income
(loss) to average net
assets
after waivers and
fees paid indirectly
Ratio of net 0.33% (0.08)% (0.28)%(c) 0.36% 0.44%
investment income
(loss) to average net
assets
before waivers and
fees paid indirectly
(Note 6) . . . . . .
Portfolio turnover 47% 77% 80% 152% 59%
rate . . . . . . . .

See Notes to Financial Statements.

EQ ADVISORS TRUST
EQ/INTERNATIONAL EQUITY INDEX PORTFOLIO (e):
FINANCIAL HIGHLIGHTS -- (Concluded)

CLASS IA CLASS IB
------------------- -------------------------------------------------------
MARCH 25,
2002* TO YEAR ENDED DECEMBER 31,
DECEMBER 31, -------------------------------------------------------
2002 2002 2001 2000 1999 1998**
------------------- --------- --------- ----------- ----------- -------------

Net asset value, beginning of period . . $ 8.64 $ 8.74 $ 11.80 $ 14.87 $ 11.85 $ 10.00
-------------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income . . . . . . . . . 0.08 0.09 0.09 0.11 0.10 0.08
Net realized and unrealized gain (loss)
on investments and foreign currency
transactions . . . . . . . . . . . . . . (1.53) (1.65) (3.09) (2.72) 3.15 1.92
-------------- ------- ------- ------- ------- -------
Total from investment operations. . . . (1.45) (1.56) (3.00) (2.61) 3.25 2.00
-------------- ------- ------- ------- ------- -------
LESS DISTRIBUTIONS:
Dividends from net investment income. . (0.09) (0.08) (0.03) (0.01) (0.12) (0.15)
Distributions from realized gains . . . -- -- (0.03) (0.45) (0.11) --
-------------- ------- ------- ------- ------- -------
Total dividends and distributions . . . (0.09) (0.08) (0.06) (0.46) (0.23) (0.15)
-------------- ------- ------- ------- ------- -------
Net asset value, end of period . . . . . $ 7.10 $ 7.10 $ 8.74 $ 11.80 $ 14.87 $ 11.85
============== ======= ======= ======= ======= =======
Total return. . . . . . . . . . . . . . . (16.82)%(b) (17.87)% (25.47)% (17.63)% 27.50% 20.07%
============== ======= ======= ======= ======= =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's) . . . . $ 4 $78,345 $80,083 $99,467 $94,581 $48,075
Ratio of expenses to average net assets
after waivers. . . . . . . . . . . . . . 0.67%(a) 0.92% 1.01% 1.01%(c) 0.94%(c) 0.84%(c)
Ratio of expenses to average net assets
before waivers (Note 6). . . . . . . . . 0.67%(a) 0.92% 1.01% 1.04%(c) 1.05%(c) 1.49%(c)
Ratio of net investment income to
average net assets after waivers . . . . 1.34%(a) 1.09% 0.88% 0.86%(c) 0.96%(c) 1.11%(c)
Ratio of net investment income to
average net assets before waivers (Note
6) . . . . . . . . . . . . . . . . . . . 1.34%(a) 1.09% 0.88% 0.83%(c) 0.85%(c) 0.46%(c)
Portfolio turnover rate . . . . . . . . . 11% 11% 8% 12% 7% 3%
Effect of voluntary expense limitation
during the period: (Note 6)
Per share benefit to net investment
income . . . . . . . . . . . . . . . . . $ -- $ -- $ -- $ -- $ 0.03 $ 0.05

- -----------
* Commencement of Operations
# Per share amount is less than $0.01.
(a)Annualized
(b) Total return is not annualized.
(c)Reflects overall fund ratios for investment income and non-class specific
expense.
(d)On October 18, 1999, this Portfolio received, through a substitution
transaction, the assets and liabilities of the Hudson River Trust Portfolio
that followed the same investment objectives as this Portfolio. The
information from January 1, 1999 through October 17, 1999 is that of the
predecessor Hudson River Trust Portfolio. Information for the year ended
December 31, 1999 includes the results of operations of the predecessor
Hudson River Trust Portfolio from January 1, 1999 through October 17, 1999.
(e)Net investment income and capital changes per share are based on monthly
average shares outstanding.
(i)On November 22, 2002, this Portfolio received , through a substitution
transaction, the assets and liabilities of the EQ/Alliance Global Portfolio
that followed the same objectives as this Portfolio. Information prior to
the year ended December 31, 2002 represents the results of operations of the
EQ/Alliance International Portfolio.

See Notes to Financial Statements.

EQ ADVISORS TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
Note 1 Organization and Significant Accounting Policies

EQ Advisors Trust (the "Trust") was organized as a Delaware business trust on
October 31, 1996 and is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company with
thirty-one diversified portfolios, two of which are presented in these financial
statements and three non-diversified portfolios, none of which are presented in
these financial statements (each a "Portfolio").

The Trust has the right to issue two classes of shares, Class IA and Class IB.
As of and during the year ended December 31, 2002, the Trust had Class IA and
Class IB shares outstanding for each Portfolio. The Class IB shares are subject
to distribution fees imposed under a distribution plan ("Distribution Plan")
adopted pursuant to Rule 12b-1 under the 1940 Act. Under the Trust's multiple
class distribution system, both classes of shares have identical voting,
dividend, liquidation and other rights, other than the payment of distribution
fees under the Distribution Plan. 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 issued by The
Equitable Life Assurance Society of the United States ("Equitable"), an indirect
wholly-owned subsidiary of AXA, and Equitable of Colorado, Inc. ("EOC"), as well
as insurance companies that are not affiliated with Equitable or EOC and to The
Investment Plan for Employees, Managers and Agents. Equitable is the primary
shareholder of Class IA shares for EQ/ International Equity Index Portfolio.

The investment objectives of each Portfolio are as follows:

EQ/Alliance International Portfolio (advised by Alliance) -- Seeks long-term
growth of capital.

EQ/International Equity Index Portfolio (advised by Deutsche Asset Management
Inc.) -- Seeks to replicate as closely as possible (before deduction of
Portfolio expenses) the total return of the MSCI EAFE Index.

The following is a summary of the significant accounting policies of the
Trust:

The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
and disclosures. Actual results could differ from those estimates.

Valuation:

Stocks listed on national securities exchanges or included on the NASDAQ stock
market are valued at the last sale price, or, if there is no sale, at the latest
available bid price. Other unlisted stocks are valued at their last sale price
or, if no reported sale occurs during the day, at a bid price estimated by a
broker.

Convertible preferred stocks listed on national securities exchanges or
included on the NASDAQ stock market are valued as of their last sale price or,
if there is no sale, at the latest available bid price. Convertible bonds and
unlisted convertible preferred stocks are valued at bid prices obtained from one
or more of the major dealers in such securities. Where there is a discrepancy
between dealers, values may be adjusted based on recent premium spreads to the
underlying common stocks. Convertible bonds may be matrix-priced based upon the
conversion value to the underlying common stocks and market premiums.

Mortgage-backed and asset-backed securities are valued at prices obtained from
a bond pricing service where available, or at a bid price obtained from one or
more of the major dealers in such securities. If a quoted price is unavailable,
an equivalent yield or yield spread quote will be obtained from a broker and
converted to a price.

Options, including options on futures that are traded on exchanges, are valued
at their last sale price, and if the last sale price is not available then the
previous day's sale price is used. Options not traded on an exchange or actively
traded are valued at fair value under the direction of the Board of Trustees.

EQ ADVISORS TRUST
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2002
Long-term corporate bonds may be valued on the basis of prices provided by a
pricing service when such prices are believed to reflect the fair market value
of such securities. The prices provided by a pricing service take into account
many factors, including institutional size, trading in similar groups of
securities and any developments related to specific securities; however, when
such prices are unavailable, such bonds will be valued using broker quotes. U.S.
Treasury securities and other obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, are valued at representative
quoted prices.

Foreign securities not traded directly, or in American Depositary Receipt
(ADR) or similar form in the United States, are valued at representative quoted
prices from the primary exchange in the currency of the country of origin.

Short-term debt securities, which mature in 60 days or less, are valued at
amortized cost, which approximates market value. Short-term debt securities,
which mature in more than 60 days are valued at representative, quoted prices.

Futures contracts are valued at their last sale price or, if there is no sale,
at the latest available bid price.

Forward foreign exchange contracts are valued by interpolating between the
forward and spot currency rates as quoted by a pricing service as of a
designated hour on the valuation date.

Other securities and assets for which market quotations are not readily
available or for which valuation cannot be provided, are valued at fair value
under the direction of the Board of Trustees.

Events or circumstances affecting the values of Portfolio securities that
occur between the closing of their principal markets and the time the NAV is
determined may be reflected in the Trust's calculation of net asset values for
each applicable Portfolio when the Trust's Manager deems that the particular
event or circumstance would materially affect such Portfolio's net asset value.

Securities transactions are recorded on the trade date net of brokerage fees,
commissions, and transfer fees. Dividend income and distributions to
shareholders are recorded on the ex-dividend date. Interest income (including
amortization of premium and discount on long-term securities using the effective
yield method) is accrued daily. The Trust records gains and losses realized on
prepayments received on mortgage-backed securities in interest income.

Realized gains and losses on the sale of investments are computed on the basis
of the identified cost of the investments sold. Unrealized appreciation
(depreciation) on investments and foreign currency denominated assets and
liabilities are presented net of deferred taxes on unrealized gains in the
Statement of Assets and Liabilities.

Expenses attributable to a single Portfolio or class are charged to that
Portfolio or class. Expenses of the Trust not attributable to a single Portfolio
or class are charged to each Portfolio or class in proportion to the average net
assets of each Portfolio or other appropriate allocation methods. All income
earned and expenses incurred by each Portfolio are borne on a pro-rata basis by
each outstanding class of shares, based on the proportionate interest in the
Portfolio represented by the daily net assets of such class, except for
distribution fees which are charged on a class specific basis.

Foreign Currency Valuation:

The books and records of the Trust are kept in U.S. dollars. Foreign currency
amounts are translated into U.S. dollars at current exchange rates at the
following dates:

(i) market value of investment securities, other assets and liabilities -- at
the valuation date.

(ii) purchases and sales of investment securities, income and expenses -- at
the date of such transactions.

EQ ADVISORS TRUST
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2002
The Portfolios do not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss on
securities.

Net currency gains or losses realized and unrealized as a result of
differences between interest or dividends, withholding taxes, security
payables/receivables, forward foreign currency exchange contracts and foreign
cash recorded on the Portfolio's books and the U.S. dollar equivalent amount
actually received or paid are presented under foreign currency transactions and
foreign currency translations in the realized and unrealized gains and losses
section, respectively, of the Statements of Operations. Net realized gains
(losses) on foreign currency transactions represent net foreign exchange gains
(losses) from forward foreign currency contracts, disposition of foreign
currencies, currency gains or losses realized between the trade and settlement
dates on securities transactions, and the difference between the amount of
investment income and foreign withholding taxes recorded on a Portfolio's books
and the U.S. dollar equivalent of amounts actually received or paid.

Taxes:

The Trust intends to comply with the requirements of the Internal Revenue Code
of 1986, as amended ("Code") applicable to regulated investment companies and to
distribute substantially all of its net investment income and net realized
capital gains to shareholders of each Portfolio. Therefore, no Federal income
tax provision is required. Dividends from net investment income are declared and
distributed at least annually for all Portfolios. Dividends from net realized
short-term and long-term capital gains are declared and distributed at least
annually to the shareholders of the Portfolios to which such gains are
attributable. All dividends are reinvested in additional full and fractional
shares of the related Portfolios. All dividends are distributed on a tax basis
and, as such, the amounts may differ from financial statement investment income
and realized capital gains. Those differences are primarily due to differing
book and tax treatments for deferred organization costs, forward foreign
currency transactions, losses due to wash sales transactions, mark-to-market of
forward contracts, mark-to-market of passive foreign investment companies,
investments in Real Estate Investment Trusts, post-October losses, paydowns and
mergers. In addition, short-term capital gains and foreign currency gains are
treated as capital gains for accounting purposes but are considered ordinary
income for tax purposes.

Permanent book and tax basis differences relating to shareholder distributions
resulted in reclassifications to undistributed net investment income (loss),
accumulated net realized gain (loss) and paid-in capital at December 31, 2002 as
follows:

UNDISTRIBUTED
(OVERDISTRIBUTED) ACCUMULATED PAID
NET INVESTMENT NET REALIZED IN
PORTFOLIOS: INCOME GAIN (LOSS) CAPITAL
- ----------- ----------------- -------------- ---------------

EQ/Alliance International . . . . . . . . . . . . . . . . . . . . . . . . 2,012,695 (402,092,571) 400,079,876
EQ/International Equity Index . . . . . . . . . . . . . . . . . . . . . . 366,874 (360,648) (6,226)

Net capital and net currency losses incurred after October 31 and within the
taxable year are deemed to arise on the first business day of the Portfolio's
next taxable year. For the period from November 1, 2002 to December 31, 2002,
the Portfolios incurred and elected to defer until January 1, 2003 for U.S.
Federal income tax purposes net capital and net currency losses as stated below:

NET NET
CURRENCY CAPITAL
PORTFOLIOS: LOSS LOSS
- ----------- -------- ------------

EQ/Alliance International . . . . . . . . . . . . . . . . . . . . . . . . . . -- $8,130,285
EQ/International Equity Index . . . . . . . . . . . . . . . . . . . . . . . . -- 161,290

EQ ADVISORS TRUST
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2002
Organizational Expense:

Costs incurred by the Trust in connection with its organization were allocated
equally to and capitalized by each of the Portfolios that commenced operations
on May 1, 1997 and were deferred and amortized on a straight-line basis over a
60-month period from the date the Portfolios commenced operations. On December
31, 1997 an additional $188,040 in organizational costs was capitalized and
allocated evenly among the EQ/Equity 500 Index Portfolio, EQ/International
Equity Index Portfolio, EQ/ Small Company Index Portfolio, EQ/J.P. Morgan Core
Bond Portfolio, EQ/Bernstein Diversified Value Portfolio and the EQ/Lazard Small
Cap Value Portfolio in connection with their organization. Each of these
Portfolios commenced operations on January 1, 1998.

Fees Paid Indirectly:

For all Portfolios, the Board of Trustees has approved the payment of certain
Trust expenses using brokerage service arrangements. These payments are
reflected on the Statements of Operations. For the year ended December 31, 2002,
EQ/Alliance International reduced expenses under these arrangements by $56,167.

Securities Lending:

For all Portfolios, the Board of Trustees has approved the lending of
portfolio securities, through its custodian bank, The JPMorgan Chase Bank
("JPMorgan"), acting as lending agent to certain approved broker-dealers, in
exchange for negotiated lenders' fees. By lending investment securities, a
Portfolio attempts to increase its net investment income through the receipt of
interest on the cash held as collateral on the loan. Any gain or loss in the
market price of the securities loaned that might occur and any interest earned
or dividends declared during the term of the loan would be for the account of
the Portfolio. Risks of delay in recovery of the securities or even loss of
rights in the collateral may occur should the borrower of the securities fail
financially. Risks may also arise to the extent that the value of the securities
loaned increases above the value of the collateral received. Any such loan of
portfolio securities will be continuously secured by collateral in cash or high
grade debt securities at least equal at all times to the market value of the
security loaned. JPMorgan will indemnify each Portfolio from any loss resulting
from a borrower's failure to return a loaned security when due. JPMorgan invests
the cash collateral on behalf of the Portfolios and retains a portion of the
interest earned. The net amount of interest earned, after the interest rebate,
is included in the Statements of Operations as securities lending income. At
December 31, 2002, the cash collateral received by each Portfolio for securities
loaned was invested by JPMorgan and is summarized below. Each Portfolio has an
individual interest equal to the amount of cash collateral contributed. Such
securities are not included in the Portfolio of Investments.

COLLATERAL TYPE
- ---------------------------------------------------------- ------------- ------------------ ------------
Repurchase Agreements . . . . . . . . . . . . . . . . . . 1.33% - 1.37% 1/02/03 51.6%
Money Market Funds. . . . . . . . . . . . . . . . . . . . 1.25 - 1.41 1/02/03 16.9
Short-Term Floating Rate Corporate Debt . . . . . . . . . 1.37 - 1.90 1/06/03 - 10/24/03 16.5
Short-Term Fixed Rate Corporate Debt. . . . . . . . . . . 1.46 - 2.55 2/02/03 - 3/31/03 10.8
Commercial Paper. . . . . . . . . . . . . . . . . . . . . 1.76 1/31/03 4.2
--------
100.0%
========

Repurchase Agreements:

Certain Portfolios may enter into repurchase agreements with qualified and
Manager approved banks, broker-dealers or other financial institutions as a
means of earning a fixed rate of return on their cash reserves for periods as
short as overnight. A repurchase agreement is a contract pursuant to which a
Portfolio, against receipt of securities of at least equal value including
accrued interest, agrees to advance a specified sum to the financial institution
which agrees to reacquire the securities at a mutually agreed upon time (usually
one day) and price. Each repurchase agreement entered into by a Portfolio will

EQ ADVISORS TRUST
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2002
provide that the value of the collateral underlying the repurchase agreement
will always be at least equal to the repurchase price, including any accrued
interest. A Portfolio's right to liquidate such securities in the event of a
default by the seller could involve certain costs, losses or delays and, to the
extent that proceeds from any sale upon a default of the obligation to
repurchase are less than the repurchase price, the Portfolio could suffer a
loss.

Options Written:

Certain Portfolios may write (sell) covered options as a hedge to provide
protection against adverse movements in the price of securities in the Portfolio
or to enhance investment performance. Certain Portfolios may purchase and sell
exchange traded options on foreign currencies. When a Portfolio writes an
option, an amount equal to the premium received by the Portfolio is recorded as
a liability and is subsequently adjusted on a daily basis to the current market
price of the option written. Premiums received from writing options that expire
unexercised, are recognized as gains on the expiration date. Premiums received
from writing options that are exercised or are canceled in closing purchase
transactions are offset against the cost of any securities purchased or added to
the proceeds or netted against the amount paid on the transaction to determine
the realized gain or loss. In writing options, a Portfolio must assume that the
option may be exercised at any time prior to the expiration of its obligation as
a writer, and that in such circumstances the net proceeds of the sale or cost of
purchase of the underlying securities and currencies pursuant to the call or put
option may be substantially below or above the prevailing market price. A
Portfolio also has the additional risk of not being able to enter into a closing
purchase transaction if a liquid secondary market does not exist and bears the
risk of unfavorable changes in the price of the financial instruments underlying
the options.

Short Sales Against the Box:

Certain Portfolios may enter into a "short sale" of securities in
circumstances in which, at the time the short position is open, the Portfolio
owns at least an equal amount of the securities sold short or owns preferred
stocks or debt securities, convertible or exchangeable without payment of
further consideration, into at least an equal number of securities sold short.
This kind of short sale, which is referred to as one "against the box," may be
entered into by the Portfolio to, for example, lock in a sale price for a
security the Portfolio does not wish to sell immediately. The Portfolio will
designate the segregation, either on its records or with the Trust's custodian,
of the securities sold short or convertible or exchangeable preferred stocks or
debt securities sold in connection with short sales against the box. Liabilities
for securities sold short are reported at market value in the financial
statements. Such liabilities are subject to off-balance sheet risk to the extent
of any future increases in market value of the securities sold short. The
ultimate liability for securities sold short could exceed the liabilities
recorded in the Statement of Assets and Liabilities. The Portfolio bears the
risk of potential inability of the brokers to meet their obligation to perform.

Futures Contracts, Forward Commitments and Foreign Currency Exchange Contracts:

The futures contracts used by the Portfolios are agreements to buy or sell a
financial instrument for a set price in the future. Certain Portfolios may buy
or sell futures contracts for the purpose of protecting their portfolio
securities against future changes in interest rates and indices which might
adversely affect the value of the Portfolios' securities or the price of
securities that they intend to purchase at a later date. Initial margin deposits
are made upon entering into futures contracts and can be in cash, certain money
market instruments, treasury securities or other liquid, high grade debt
securities. During the period the futures contracts are open, changes in the
market price of the contracts are recognized as unrealized gains or losses by
"marking-to-market" at the end of each trading day. Variation margin payments on
futures contracts are received or made, depending upon whether unrealized gains
or losses are incurred. When the contract is closed, the Portfolio records a
realized gain or loss equal to the difference between the proceeds from (or cost
of) the closing transactions and the Portfolio's basis in the contract. Should
interest rates or indices move unexpectedly, the Portfolio may not achieve the
anticipated benefits of the futures contracts and may incur a loss. The use of
futures contracts transactions involves the risk of imperfect

EQ ADVISORS TRUST
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2002
correlation in movements in the price of futures contracts, interest rates and
the underlying hedged assets. Use of long futures contracts subjects the
Portfolios to risk of loss in excess of the amounts shown on the Statement of
Assets and Liabilities, up to the notional value of the futures contracts. Use
of short futures contracts subjects the Portfolios to unlimited risk of loss.
The Portfolios enter into futures contracts only on exchanges or boards of
trade. The exchange or board of trade acts as the counterparty to each futures
transaction, therefore, the Portfolio's credit risk is limited to failure of the
exchange or board of trade.

Certain Portfolios may make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time ("forward
commitments") if they designate the segregation, either on their records or with
the Trust's custodian, of cash or other liquid securities in an amount
sufficient to meet the purchase price, or if they enter into offsetting
contracts for the forward sale of other securities they own. These commitments
are reported at market value in the financial statements. Forward commitments
may be considered securities in themselves and involve a risk of loss if the
value of the security to be purchased declines or if the value of the security
to be sold increases prior to the settlement date, which is risk in addition to
the risk of decline in value of the Portfolio's other assets. Where such
purchases or sales are made through dealers, a Portfolio relies on the dealer to
consummate the sale. The dealer's failure to do so may result in the loss to a
Portfolio of an advantageous yield or price. Market risk exists on these
commitments to the same extent as if the securities were owned on a settled
basis and gains and losses are recorded and reported in the same manner.
However, during the commitment period, these investments earn no interest or
dividends.

Certain Portfolios may purchase foreign currency on a spot (or cash) basis. In
addition, certain Portfolios may enter into contracts to purchase or sell
foreign currencies at a future date ("forward contracts"). A forward foreign
currency exchange contract is a commitment to purchase or sell a foreign
currency at a future date at a negotiated forward rate. Daily fluctuations in
the value of such contracts are recognized as unrealized appreciation or
depreciation by "marking to market." The gain or loss arising from the
difference between the original contracts and the closing of such contracts is
included in realized gains or losses from foreign currency transactions in the
Statement of Operations. The Advisers may engage in these forward contracts to
protect against uncertainty in the level of future exchange rates in connection
with the purchase and sale of Portfolio securities ("transaction hedging") and
to protect the value of specific portfolio positions ("position hedging"). The
Portfolios are subject to off-balance sheet risk to the extent of the value of
the contracts for purchase of foreign currency and in an unlimited amount for
sales of foreign currency.

Swaps:

Certain Portfolios may invest in swap contracts, which are derivatives in the
form of a contract or other similar instrument which is an agreement to exchange
the return generated by one instrument for the return generated by another
instrument. The payment streams are calculated by reference to a specified index
and agreed upon notional amount. A Portfolio will usually enter into swaps on a
net basis, i.e., the two return streams are netted out in a cash settlement on
the payment date or dates specified in the instrument, with the Portfolio
receiving or paying, as the case may be, only the net amount of the two returns.
A Portfolio's obligations under a swap agreement will be accrued daily (offset
against any amounts owing to the Portfolio) and any accrued but unpaid net
amounts owed to a swap counterparty will be covered by designating the
segregation, either on its records or with the Trust's custodian, of cash or
other liquid obligations. A Portfolio will not enter into any swap agreement
unless the counterparty meets the rating requirements set forth in guidelines
established by the Trust's Board of Trustees. Swaps are marked-to-market daily
based upon quotations from market makers and the change, if any, is recorded as
unrealized appreciation or depreciation in the Statement of Operations. Notional
principal amounts are used to express the extent of involvement in these
transactions, but the amount potentially subject to credit risk is much smaller.

EQ ADVISORS TRUST
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2002
Dollar Roll Transactions

Certain Portfolios may enter into dollar roll transactions with financial
institutions to take advantage of opportunities in the mortgage market. A dollar
roll transaction involves a sale by a Portfolio of securities with a
simultaneous agreement to repurchase substantially similar securities at an
agreed-upon price at a future date. The securities repurchased will bear the
same interest as those sold, but generally will be collateralized by different
pools of mortgages with different prepayment histories. During the period
between the sale and the repurchase, the Portfolio will not be entitled to
receive interest and principal payments on the securities sold. The Portfolio
will invest the proceeds of the sale in additional instruments, the income from
which, together with any additional income received for the dollar roll, may
generate income for the Portfolio exceeding the yield on the securities sold.
Dollar roll transactions involve the risk that the market value of the
securities sold by the Portfolio may decline below the repurchase price of the
similar securities.

Market and Credit Risk:

Written options, futures contracts, forward commitments, forward foreign
currency exchange contracts and swaps involve elements of both market and credit
risk in excess of the amounts reflected in the Statements of Assets and
Liabilities. The risk involved in writing an option on a security is that, if
the option is exercised, the underlying security is then purchased or sold by
the Portfolio at the contract price, which could be disadvantageous relative to
the market price. The Portfolio bears the market risk, which arises from any
changes in security values. The credit risk for futures contracts and exchange
traded options is limited to failure of the exchange or board of trade which
acts as the counterparty to the Portfolio's futures transactions. Forward
commitments, forward foreign currency exchange contracts, over-the-counter
options and swaps are done directly with the counterparty and not through an
exchange and can be terminated only by agreement of both parties to such
contracts. With respect to such transactions there is no daily margin settlement
and the Portfolio is exposed to the risk of default by the counterparty.

Note 2 Management of the Trust

The Trust has entered into an investment management agreement (the "Management
Agreement") with Equitable (the "Manager"). The Management Agreement states that
the Manager will (i) have overall supervisory responsibility for the general
management and investment of each Portfolio's assets; (ii) select and contract
with investment sub-advisers ("Advisers") to manage the investment operations
and composition of each and every Portfolio; (iii) monitor the Advisers'
investment programs and results; (iv) oversee compliance by the Trust with
various Federal and state statutes; and (v) carry out the directives of the
Board of Trustees. For the year ended December 31, 2002, for its services under
the Management Agreement, the Manager was entitled to receive an annual fee as a
percentage of average daily net assets, for each of the following Portfolios,
calculated daily and payable monthly as follows:

INDEX PORTFOLIOS
- ----------------

EQ/International Equity Index 0.350%

FIRST NEXT NEXT NEXT
EQUITY PORTFOLIOS $1 BILLION $1 BILLION $3 BILLION $5 BILLION THEREAFTER
- ----------------- ---------- ---------- ---------- ---------- ----------

EQ/Alliance
International* . . . 0.750% 0.700% 0.675% 0.650% 0.625%

* Effective November 22, 2002. Previous fee was 0.850% of first $1 billion,
0.800% of next $1 billion, 0.775% of next $3 billion, 0.750% of next $5 billion,
and 0.725% thereafter.

On behalf of the Trust, the Manager has entered into investment advisory
agreements ("Advisory Agreements") with each of the Advisers. Each of the
Advisory Agreements obligates the Advisers for the respective Portfolios to: (i)
continuously furnish investment programs for the Portfolios; (ii) place all
orders for the purchase and sale of investments for the Portfolios with brokers
or dealers selected by the Manager or the respective Advisers; and (iii) perform
certain limited related administrative functions in connection therewith. The
Manager pays the expenses of providing investment advisory services to the
Portfolios, including the fees of the Advisers of each Portfolio.

EQ ADVISORS TRUST
NOTES TO FINANCIAL STATEMENTS -- (Continued)
December 31, 2002
Note 3 Administrative Fees

Equitable serves as Administrator to the Trust. As Administrator, Equitable
provides the Trust with necessary administrative, fund accounting, and
compliance services. Equitable may carry out its responsibilities either
directly or through sub-contracting with third party providers. For these
services, the Trust pays Equitable an annual fee payable monthly per the
following fee schedule:

FIXED CHARGE
- ------------
$30,000 for each Portfolio and for each portion of the Portfolio for which
separate administrative services are provided (e.g., portions of a Portfolio
allocated to separate Advisers and/or managed in a discrete style), including
portions EQ/Alliance International Portfolio that are allocated to Alliance or
Bernstein Investment Research and Management, a unit of Alliance.

TOTAL TRUST AVERAGE NET ASSET CHARGE
- ------------------------------------
0.0400 of 1% on the first $3.0 billion
0.0300 of 1% on the next $3.0 billion
0.0250 of 1% on the next $4.0 billion
0.0225 of 1% in excess of $10.0 billion

Pursuant to a sub-administration arrangement with Equitable, J.P. Morgan
Investors Services Co. ("Sub-administrator") provides the Trust with
administrative services, including monitoring of portfolio compliance and
portfolio accounting services.

Note 4 Custody Fees

The Trust has entered into a Custody Agreement with JPMorgan. The Custody
Agreement provides for an annual fee based on the amount of assets under custody
plus transaction charges. JPMorgan serves as custodian of the Trust's portfolio
securities and other assets. Under the terms of the Custody Agreement between
the Trust and JPMorgan, JPMorgan maintains and deposits in separate accounts,
cash, securities and other assets of the Portfolios. JPMorgan is also required,
upon the order of the Trust, to deliver securities held by JPMorgan, and to make
payments for securities purchased by the Trust. JPMorgan has also entered into
sub-custodian agreements with a number of foreign banks and clearing agencies,
pursuant to which portfolio securities purchased outside the United States are
maintained in the custody of these entities.

Note 5 Distribution Plans

The Trust has entered into distribution agreements with AXA Advisors, LLC and
AXA Distributors, LLC, both indirect wholly-owned subsidiaries of Equitable
(collectively, the "Distributors"), pursuant to which the Distributors serve as
the principal underwriters of the Class IA and Class IB shares of the Trust.
Class IB shares are subject to distribution fees imposed pursuant to a
distribution plan ("Distribution Plan") adopted pursuant to Rule 12b-1 under the
1940 Act. The Distribution Plan provides that each Distributor will be entitled
to receive a maximum distribution fee at the annual rate of 0.50% of the average
net assets attributable to the Trust's Class IB shares. The distribution
agreements, however, limit payments for services provided under the Distribution
Plan to an annual rate of 0.25% of the average daily net assets attributable to
the Trust's Class IB shares. The Trust's Class IA shares are not subject to such
fees.

Note 6 Expense Limitation

In the interest of limiting expenses of certain Portfolios, the Manager has
entered into an expense limitation agreement with the Trust, with respect to
such Portfolios ("Expense Limitation Agreement"), pursuant to which the Manager
has agreed to waive or limit its fees and to assume other expenses so that the
total annual operating expenses (excluding the 0.25% annual fee under the
Trust's Class IB Distribution Plan) of such Portfolio are limited to:

EQ ADVISORS TRUST
NOTES TO FINANCIAL STATEMENTS -- (Concluded)
December 31, 2002
0.85% OF AVERAGE DAILY NET ASSETS OF THE
EQ/Alliance International Portfolio (effective November 22, 2002 through
November 25, 2004)
EQ/International Equity Index Portfolio

Each Portfolio may at a later date reimburse to the Manager the management
fees waived or other expenses assumed and paid for by the Manager pursuant to
the Expense Limitation Agreement within the prior three fiscal years, 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 mentioned above for the respective period.
Consequently, no reimbursement by a Portfolio will be made unless: (i) the
Portfolio's total annual expense ratio is less than the respective percentages
stated above for the respective period; and (ii) the payment of such
reimbursement has been approved by the Trust's Board of Trustees on a quarterly
basis. Any reimbursement, called recoupment fees on the Statement of Operations,
will be based on the earliest fees waived or assumed by the Manager. During the
year ended December 31, 2002, the Manager received $953,135 in reimbursement. At
December 31, 2002, under the Expense Limitation Agreement, the amount that would
be recoverable from EQ/Alliance International is as follows:

AMOUNT ELIGIBLE THROUGH TOTAL ELIGIBLE
-------------------------------- FOR
PORTFOLIOS: 2003 2004 2005 2006 2007 REIMBURSEMENT
- ----------- ---- ---- -------- ---- ---- --------------

EQ/Alliance International . . . . . . . . . . . . . . . . $-- $-- $132,717 $-- $-- $132,717

Note 7 Trustees Deferred Compensation Plan

A deferred compensation plan (the "Plan") for the benefit of the Independent
Trustees has been adopted by the Trust. Under the Plan, each Trustee may defer
payment of all or part of the fees payable for such Trustee's services. Each
Trustee may defer payment of such fees until their retirement as a Trustee or
until the earlier attainment of a specified age. Fees deferred under the Plan,
together with accrued interest thereon, will be disbursed to a participating
Trustee in monthly installments over a five to twenty year period elected by
such Trustee. At December 31, 2002, the total amount deferred by the Trustees
participating in the Plan was $703,057.

Note 8 Substitution and Reorganization Transactions

After the close of business on November 22, 2002, EQ/Alliance International
Portfolio acquired the net assets of the EQ/Alliance Global Portfolio, pursuant
to a substitution transaction. For accounting purposes, this transaction is
treated as a merger. The substitution was accomplished by a tax-free exchange of
101,511,603 Class IA shares and 22,055,946 Class IB shares of EQ/Alliance
International Portfolio (valued at $755,870,519 and $141,950,385, respectively)
for the 63,627,198 Class IA shares and 13,764,525 Class IB shares of EQ/Alliance
Global Portfolio outstanding on November 22, 2002. EQ/ Alliance Global
Portfolio's net assets at that date ($917,820,904), including $57,554,262 of
unrealized depreciation, were combined with those of EQ/Alliance International
Portfolio. The aggregate net assets of EQ/Alliance International Portfolio and
EQ/Alliance Global Portfolio immediately before the substitutions were
$212,315,724 and $917,820,904, respectively, resulting in combined net assets of
$1,130,136,628.

On December 10, 2002, the Board of Trustees approved Alliance to act as an
interim Adviser for EQ/ International Equity Index Portfolio, effective January
2, 2003.

Note 9 Subsequent Event

On February 4, 2003, the Board of Trustees approved the merger and
reorganization of the EQ/ International Equity Index Portfolio ("International
Portfolio") into EQ/Alliance International Portfolio.

A special shareholder meeting for the International Portfolio is scheduled to
be held on or about April 24, 2003, and if approved by shareholders the
transaction will be effected as of the close of business on or about May 2,
2003.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Shareholders of EQ Advisors Trust

In our opinion, the accompanying statements of assets and liabilities, including
the portfolios of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of each of the portfolios presented,
constituting 2 of the 34 portfolios of EQ Advisors Trust (the "Trust") at
December 31, 2002, and the results of each of their operations, the changes in
each of their net assets and the financial highlights for each of the periods
indicated, in conformity with accounting principles generally accepted in the
United States of America. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Trust's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits, which included confirmation of securities at December
31, 2002 by correspondence with the custodian and brokers, provide a reasonable
basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 14, 2003

FEDERAL INCOME TAX INFORMATION (UNAUDITED)

For the year ended December 31, 2002, the percentage of dividends paid that
qualify for the 70% dividends received deductions for corporate shareholders,
foreign taxes which are expected to be passed through to shareholders for
foreign tax credits, gross income derived from sources within foreign countries,
long-term capital gain dividends for the purpose of the dividend paid deduction
on its Federal income tax return and Treasury income were as follows:

70% DIVIDEND
RECEIVED FOREIGN FOREIGN LONG TERM
PORTFOLIOS DEDUCTION TAXES SOURCE INCOME CAPITAL GAIN
- ---------- ------------ -------- ------------- --------------

EQ/Alliance International. . . . . . . . . . . . . . . . . . . . . --% $496,082 4,524,128 $--
EQ/International Equity Index. . . . . . . . . . . . . . . . . . . -- 174,914 1,660,560 --

VOTING INSTRUCTION CARD

Voting instructions executed by a Contractowner may be revoked at any time prior
to the Shareholder voting the shares represented thereby by the Contractowner
providing the Shareholder with a properly executed written revocation of such
voting instructions, or by the Contractowner providing the Shareholder with
proper later-dated voting instructions by telephone or by the Internet. Proxies
executed by the Shareholder may be revoked at any time before they are exercised
by a written revocation received by the Secretary of Equitable, by properly
executing a later-dated proxy or by attending the Special Meeting and voting in
person, by telephone or by the Internet.

This Voting Instruction Card, when properly executed, will be voted in the
matter directed herein by the undersigned.

IF YOU SIGN AND RETURN THIS VOTING INSTRUCTION CARD WITHOUT DIRECTING US HOW TO
VOTE, THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION CARD WILL BE VOTED FOR
THE PROPOSAL.

---

PORTFOLIO

International Index Portfolio

Class IA
[_________]

Class IB
[_________]

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT CONTRACTOWNERS INSTRUCT THE SHAREHOLDER
TO VOTE "FOR" THE FOLLOWING PROPOSAL.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [X]

To approve a Plan of Reorganization and Termination providing for the
acquisition of all of the assets of the EQ/International Equity Index
Portfolio ("International Index Portfolio") by the Trust's EQ/Alliance
International Portfolio ("Alliance International Portfolio") in
exchange for shares of beneficial interest of the Alliance
International Portfolio and the assumption by the Alliance
International Portfolio of all of the liabilities of International
Index Portfolio:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

PROXY CARD

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
PROXY CARD

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

The undersigned, the owner of one or more variable life insurance policies or
variable annuity contracts or certificates ("Contracts") whose account value is
invested in one or more of the Portfolios of EQ Advisors Trust ("Trust"), hereby
instructs The Equitable Life Assurance Society of the United States
("Equitable"), the owner of all shares of the Trust attributable to the
Contracts and, therefore, a shareholder of the Trust ("Shareholder"), to vote as
indicated on the reverse side on each of the specific proposals that will be
considered at the Special Meeting of the Shareholders of each Portfolio of the
Trust, or any adjournment thereof, as described in the Trust's Proxy Statement,
and to vote, in adjournment thereof, as described in the Trust's Proxy
Statement, and to vote, in its discretion, on such other matters as may properly
come before such meeting.

THIS VOTING INSTRUCTION CARD IS SOLICITED BY EQUITABLE AS THE SOLE SHAREHOLDER
OF THE TRUST. RECEIPT OF THE NOTICE OF MEETING, EQUITABLE'S INFORMATION
STATEMENT AND THE TRUST'S PROXY STATEMENT ACCOMPANYING THIS VOTING INSTRUCTION
CARD IS ACKNOWLEDGED BY THE UNDERSIGNED.

VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE FAX: 1-888-796-9932

---------------------------------
CONTROL NUMBER: 999 9999 9999 999
---------------------------------

NOTE: Please sign this proxy exactly as your name or names appears hereon. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, partnership or other entity, this
signature should be that of a duly authorized individual who should state his or
her title.

- --------------------------------------------------------------------------------
Signature

- --------------------------------------------------------------------------------
Signature of joint owner, if any

- --------------------------------------------------------------------------------
Date 12436_AXA

PLEASE MARK, SIGN, DATE AND MAIL YOUR VOTING INSTRUCTION CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE

PART C

OTHER INFORMATION

Item 15. Indemnification

Amended and Restated Agreement and Declaration of Trust of the Trust
("Declaration of Trust") and By-Laws.

Article VII, Section 2 of the Declaration of Trust states, in relevant
part, that a "Trustee, when acting in such capacity, shall not be personally
liable to any Person, other than the Trust or a Shareholder to the extent
provided in this Article VII, for any act, omission or obligation of the Trust,
of such Trustee or of any other Trustee. The Trustees shall not be responsible
or liable in any event for any neglect or wrongdoing of any officer, agent,
employee, Manager, or Principal Underwriter of the Trust. The Trust shall
indemnify each Person who is serving or has served at the Trust's request as a
director, officer, trustee, employee, or agent of another organization in which
the Trust has any interest as a shareholder, creditor, or otherwise to the
extent and in the manner provided in the By-Laws." Article VII, Section 4 of the
Trust's Declaration of Trust further states, in relevant part, that the
"Trustees shall be entitled and empowered to the fullest extent permitted by law
to purchase with Trust assets insurance for liability and for all expenses
reasonably incurred or paid or expected to be paid by a Trustee, officer,
employee, or agent of the Trust in connection with any claim, action, suit, or
proceeding in which he or she may become involved by virtue of his or her
capacity or former capacity as a Trustee of the Trust."

Article VI, Section 2 of the Trust's By-Laws states, in relevant part,
that "[s]ubject to the exceptions and limitations contained in Section 3 of this
Article VI, every [Trustee, officer, employee or other agent of the Trust] shall
be indemnified by the Trust to the fullest extent permitted by law against all
liabilities and against all expenses reasonably incurred or paid by him or her
in connection with any proceeding in which he or she becomes involved as a party
or otherwise by virtue of his or her being or having been an agent." Article VI,
Section 3 of the Trust's By-Laws further states, in relevant part, that "[n]o
indemnification shall be provided hereunder to [a Trustee, officer, employee or
other agent of the Trust]: (a) who shall have been adjudicated, by the court or
other body before which the proceeding was brought, to be liable to the Trust or
its Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his or her office
(collectively, "disabling conduct"); or (b) with respect to any proceeding
disposed of (whether by settlement, pursuant to a consent decree or otherwise)
without an adjudication by the court or other body before which the proceeding
was brought that such [Trustee, officer, employee or other agent of the Trust]
was liable to the Trust or its Shareholders by reason of disabling conduct,
unless there has been a determination that such [Trustee, officer, employee or
other agent of the Trust] did not engage in disabling conduct: (i) by the court
or other body before which the proceeding was brought; (ii) by at least a
majority of those Trustees who are neither Interested Persons of the Trust nor
are parties to the proceeding based upon a review of readily available facts (as
opposed to a full trial-type inquiry); or (iii) by written opinion of
independent legal counsel based upon a review of readily available facts (as
opposed to a full trial-type inquiry); provided, however, that indemnification
shall be provided hereunder to [a Trustee, officer, employee or other agent of
the Trust] with respect to any proceeding in the event of (1) a final decision
on the merits by the court or other body before which the proceeding was brought
that the [Trustee, officer, employee or other agent of the Trust] was not liable
by reason of disabling conduct, or (2) the dismissal of the proceeding by the
court or other body before which it was brought for insufficiency of evidence of
any disabling conduct with which such [Trustee, officer, employee or other agent
of the Trust] has been charged." Article VI, Section 4 of the Trust's By-Laws
also states that the "rights of indemnification herein provided (i) may be
insured against by policies maintained by the Trust on behalf of any [Trustee,
officer, employee or other agent of the Trust], (ii) shall be severable, (iii)
shall not be exclusive of or affect any other rights to which any [Trustee,
officer, employee or other agent of the Trust] may now or hereafter be entitled
and (iv) shall inure to the benefit of [such party's] heirs, executors and
administrators."

Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended ("1933 Act"), may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event

C-1

that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 16. Exhibits

(1) (a)(i) Amended and Restated Agreement and Declaration
of Trust. (2)

(a)(ii) Amendment No. 1 to Amended and Restated
Agreement and Declaration of Trust. (12)

(a)(iii) Amendment No. 2 to Amended and Restated
Agreement and Declaration of Trust. (18)

(b)(i) Certificate of Trust. (1)

(b)(ii) Certificate of Amendment to the Certificate of
Trust. (2)

(2) By-Laws of the Trust. (1)

(3) Not Applicable.

(4) Form of Plan of Reorganization and Termination
by EQ Advisors Trust, on behalf of
EQ/International Equity Index Portfolio, a
separate series of the Trust, and EQ/Alliance
International Portfolio, another separate
series of the Trust. (filed herewith as
Appendix A to the Proxy Statement/Prospectus)

(5) None other than Exhibits 1(a) and (2).

(6) (a)(i) Amended and Restated Investment Management
Agreement between the Trust and The Equitable
Life Assurance Society of the United States
("Equitable"), dated as of May 1, 2000. (10)

(a)(ii) Revised Amendment No. 1, dated as of September
1, 2000, to the Amended and Restated Investment
Management Agreement between the Trust and
Equitable. (12)

(a)(iii) Amendment No. 2, dated as of September 1, 2001,
to the Amended and Restated Investment
Management Agreement between the Trust and
Equitable. (15)

(a)(iv) Amendment No. 3, dated as of November 22, 2002,
to the Amended and Restated Investment
Management Agreement between the Trust and
Equitable.(18)

(c)(i) Amended and Restated Investment Advisory
Agreement between Equitable and Putnam
Investment Management, Inc., dated as of August
1, 2002. (18)

(d)(i) Amended and Restated Investment Advisory
Agreement between Equitable and Massachusetts
Financial Services Company (dba MFS Investment
Management) ("MFSIM"), dated as of July 10,
2002. (18)

(e)(i) Amended and Restated Investment Advisory
Agreement between Equitable and Morgan Stanley
Investment Management Inc., dated as of July
10, 2002. (18)

C-2

(f)(i) Investment Advisory Agreement between Equitable
and Fund Asset Management, L.P., dated as of
May 1, 2000. (12)

(f)(ii) Form of Amendment No. 1, dated as of May 21,
2001, to Investment Advisory Agreement between
Equitable and Fund Asset Management. (15)

(f)(iii) Amendment No. 2, dated as of December 6, 2001,
to Investment Advisory Agreement between
Equitable and Fund Asset Management. (16)

(g)(i) Amended and Restated Investment Advisory
Agreement between Equitable and Lazard Freres &
Co., LLC (dba Lazard Asset Management)
("Lazard"), dated as of July 10, 2002. (18)

(h) Amended and Restated Investment Advisory
Agreement between Equitable and J.P. Morgan
Investment Management Inc., dated as of July
10, 2002. (18)

(i)(i) Investment Advisory Agreement between EQFC and
Evergreen Asset Management Corp., dated as of
December 31, 1998. (6)

(i)(ii) Amendment No. 1, dated as of May 21, 2001, to
Investment Advisory Agreement between Equitable
and Evergreen Investment Management Company
L.L.C. (16)

(j) Amended and Restated Investment Advisory
Agreement between Equitable and Alliance
Capital Management L.P. ("Alliance"), dated as
of December 5, 2001. (16)

(j)(i) Amendment No. 1 dated November 22, 2002 to the
Amended and Restated Investment Advisory
Agreement between Equitable and Alliance, dated
December 5, 2001. (18)

(j)(ii) Interim Investment Advisory Agreement between
Equitable and Alliance dated as of January 2,
2003. (18)

(k)(i) Amended and Restated Investment Advisory
Agreement between Equitable and Capital
Guardian Trust Company ("Capital Guardian"),
dated as of November 22, 2002. (18)

(l) Amended and Restated Investment Advisory
Agreement between Equitable and Calvert Asset
Management Company, Inc., dated as of July 10,
2002. (18)

(m) Amended and Restated Investment Advisory
Agreement between Equitable and Brown Capital
Management, Inc., dated as of July 10, 2002.
(18)

(n) Investment Advisory Agreement between Equitable
and Jennison dated as of July 10, 2002. (18)

(o) Investment Advisory Agreement between Equitable
and Fidelity Management & Research Company
("Fidelity"), dated as of July 24, 2000. (12)

(p)(i) Amendment No. 1, dated as of November 1, 2002,
to Investment Advisory Agreement between
Equitable and Fidelity, dated July 24, 2000.
(18)

(q)(i) Investment Advisory Agreement between Equitable
and Janus Capital Management LLC ("Janus"),
dated as of April 3, 2002. (17)

C-3

(p) Investment Advisory Agreement between Equitable
and Provident Investment Counsel, dated as of
February 1, 2001. (13)

(q)(i) Investment Advisory Agreement between Equitable
and Marsico Capital Management, LLC
("Marsico"), dated as of February 1, 2001. (13)

(q)(ii) Amendment No. 1, dated as of September 1, 2001,
to Investment Advisory Agreement between
Equitable and Marsico Capital Management, LLC.
(15)

(r)(i) Investment Advisory Agreement between Equitable
and Pacific Investment Management Company LLC
("PIMCO") dated July 15, 2002. (18)

(7) (a) Amended and Restated Distribution Agreement
between the Trust and AXA Distributors LLC
("AXA Distributors"), dated as of July 15, 2002
with respect to Class IA shares. (18)

(b) Amended and Restated Distribution Agreement
between the Trust and AXA Distributors, dated
as of July 15, 2002 with respect to the Class
IB shares. (18)

(c) Distribution Agreement between the Trust and
AXA Advisors, LLC ("AXA Advisors"), dated as of
July 15, 2002 with respect to the Class IA
shares. (18)

(d) Distribution Agreement between the Trust and
AXA Advisors, dated as of July 15, 2002 with
respect to the Class IB shares. (18)

(8) Form of Deferred Compensation Plan. (3)

(9) (a)(i) Amended and Restated Global Custody Agreement
between the Trust and JPMorgan Chase Bank
("Chase"), dated as of February 1, 2002. (17)

(10) (a) Distribution Plan Pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended
(the "1940 Act"), for the Trust's Class IB
shares adopted March 31, 1997. (4)

(b) Plan Pursuant to Rule 18f-3 under the 1940 Act.
(4)

(11) Opinion and Consent of Counsel regarding the
legality of the securities being registered
with respect to the Reorganization of
EQ/International Equity Index Portfolio into
EQ/Alliance International Portfolio. (filed
herewith)

(12) Opinion and Consent of Counsel supporting tax
matters and consequences to EQ/International
Equity Index Portfolio and EQ/Alliance
International Portfolio shareholders. (to be
filed)

(13) (a) Form of Mutual Fund Services Agreement between
the Trust and Equitable, dated as of May 1,
2000. (9)

(b) Fourth Amended and Restated Expense Limitation
Agreement between the Trust and Equitable,
dated as of May 1, 2002. (18)

(c)(i) Organizational Expense Reimbursement Agreement
between the Trust and EQFC, on behalf of each
series of the Trust except for 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, dated as of April 14, 1997. (4)

C-4

(c)(ii) Organizational Expense Reimbursement Agreement
between the Trust and EQFC, on behalf of 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, dated as of December 9, 1997. (5)

(c)(iii) Organizational Expense Reimbursement Agreement
between the Trust and EQFC, on behalf of MFS
Growth with Income Portfolio, EQ/Evergreen
Foundation Portfolio and EQ/Evergreen
Portfolio, dated as of December 31, 1998. (6)

(d)(i) Amended and Restated Participation Agreement
among the Trust, Equitable, AXA Distributors
and AXA Advisors, dated as of April 14, 1997.
(4)

(e)(i) Amended and Restated Retirement Plan
Participation Agreement among the Trust, AXA
Advisors, The Investment Plan for Employees,
Managers and Agents and Equitable, dated as of
July 10, 2002. (18)

(f) License Agreement Relating To Use of Name
between the Trust and Merrill Lynch & Co. Inc.,
dated as of April 28, 1997. (4)

(14) Consent of Independent Public Accountants.
(filed herewith)

(15) Not Applicable.

(16) Powers of Attorney. (18)

(17) Not Applicable.

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

1. Incorporated herein by reference to Registrant's Registration Statement
on Form N-1A filed on December 3, 1996 (File No. 333-17217).

2. Incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A filed on January 23,
1997 (File No. 333-17217).

3. Incorporated herein by reference to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A filed on April 7, 1997
(File No. 333-17217).

4. Incorporated herein by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A filed on August 28,
1997 (File No. 333-17217).

5. Incorporated herein by reference to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A filed on December 29,
1997 (File No. 333-17217).

6. Incorporated herein by reference to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A filed on April 30,
1999 (File No. 333-17217).

7. Incorporated herein by reference to Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A filed on May 27, 1999
(File No. 333-17217).

8. Incorporated herein by reference to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A filed on August 30,
1999 (File No. 333-17217).

9. Incorporated herein by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A filed on February 16,
2000. (File No. 333-17217).

10. Incorporated by reference to Post-Effective Amendment No. 16 to
Registrant's Registration Statement on Form N-1A filed on
April 21, 2000. (File No. 333-17217).

11. Incorporated by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A filed on May 30, 2000.
(File No. 333-17217).

12. Incorporated by reference to Post-Effective Amendment No. 18 to
Registrant's Registration Statement on Form N-1A filed on January 23,
2001. (File No. 333-17217).

C-5

13. Incorporated by reference to Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A filed on March 22,
2001. (File No. 333-17217).

14. Incorporated by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A filed on April 3,
2001. (File No. 333-17217).

15. Incorporated by reference to Post-Effective Amendment No. 22 to
Registrant's Registration Statement on Form N-1A filed on August 13,
2001. (File No. 333-17217).

16. Incorporated by reference to Post-Effective Amendment No. 23 to
Registrant's Registration Statement on Form N-1A filed on February 4,
2002. (File No. 333-17217).

17. Incorporated by reference to Post-Effective Amendment No. 24 to
Registrant's Registration Statement on Form N-1A filed on April 3,
2002. (File No. 333-17217).

18. Incorporated by reference to Post-Effective Amendment No. 25 to
Registrant's Registration Statement on Form N-1A filed on February 7,
2003. (File No. 333-17217).

Item 17. Undertakings

(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus that is
a part of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) under the 1933 Act (17 CFR
230.145(c)), the reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.

(2) The undersigned registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, as
amended (the "1933 Act"), each post-effective amendment shall be deemed to be a
new registration statement for the securities offered therein, and the offering
of the securities at that time shall be deemed to be the initial bona fide
offering of them.

C-6

SIGNATURES

As required by the 1933 Act, this Registration Statement has been
signed on behalf of the Registrant, in the city of New York and state of New
York on the 20th day of February 2003.

EQ ADVISORS TRUST

By: /s/ Steven M. Joenk
----------------------
Steven M. Joenk
President

As required by the 1933 Act, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.

Signature Title Date
- --------- ----- ----

/s/ Steven M. Joenk President February 20, 2003
- ---------------------------------------
Steven M. Joenk

/s/ Peter D. Noris* Trustee February 20, 2003
- ---------------------------------------
Peter D. Noris

/s/ Jettie M. Edwards* Trustee February 20, 2003
- ---------------------------------------
Jettie M. Edwards

/s/ William M. Kearns* Trustee February 20, 2003
- ---------------------------------------
William M. Kearns, Jr.

/s/ Christopher P.A. Komisarjevsky* Trustee February 20, 2003
- ---------------------------------------
Christopher P.A. Komisarjevsky

/s/ Theodossios Athanassiades* Trustee February 20, 2003
- ---------------------------------------
Theodossios (Ted) Athanassiades

/s/ Harvey Rosenthal* Trustee February 20, 2003
- ---------------------------------------
Harvey Rosenthal

/s/ David W. Fox* Trustee February 20, 2003
- ---------------------------------------
David W. Fox

/s/ Gary S. Schpero* Trustee February 20, 2003
- ---------------------------------------
Gary S. Schpero

/s/ Kenneth T. Kozlowski* Treasurer and Chief February 20, 2003
- ---------------------------------------- Financial Officer
Kenneth T. Kozlowski

* By: /s/ Steven M. Joenk
-------------------------
Steven M. Joenk
Attorney-in-Fact

EXHIBIT INDEX

(11) Opinion and Consent of Counsel regarding the legality of the securities
being registered with respect to the Reorganization of EQ/International
Equity Index Portfolio into EQ/Alliance International Portfolio.

(14) Consent of Independent Public Accountants.