Eq Advisors Trust – ‘DEFR14C’ on 8/8/00

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Revised Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14C     Revised Information Statement; Definitive              5     27K 

Document Table of Contents

DEFR14C
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SCHEDULE 14C
(RULE 14c-101)
 INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION

 INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
 EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

Filed by the Registrant  (X)                                                    
Filed by a Party other than the Registrant   ( )                                

Check the appropriate box:                                                      

( ) Preliminary Information Statement    ( ) Confidential, for Use of the       
(X) Definitive Information Statement         Commission Only as permitted by    
                          Rule 14c-6(e)(2)

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 EQ ADVISORS TRUST

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):                              

(X) No fee required.                                                            
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

(1) Title of each class of securities to which transaction applies:             

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(2) Aggregate number of securities to which transaction applies:                

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(3) Per unit price or other underlying value of transaction computed            
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the   
filing fee is calculated and state how it was determined.)              

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(4) Proposed maximum aggregate value of transaction:                            

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(5) Total fee paid:                                                             

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( ) Fee paid with preliminary materials.                                        
( ) Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                     

(1) Amount Previously Paid:                                             

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(3) Filing Party:                                                       

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(4) Date Filed:                                                         

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SUPPLEMENT DATED JUNE 23, 2000 TO THE CURRENT PROSPECTUSES AND STATEMENTS OF    
ADDITIONAL INFORMATION ("SAIs") FOR:                                            

o   EQ ADVISORS TRUST                                                           
o   EQUITABLE VARIABLE LIFE PRODUCTS                                            
o   EQUITABLE VARIABLE ANNUITY PRODUCTS AND                                     

INFORMATION STATEMENT                                                           

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 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY

This Supplement updates the current prospectuses and statements of additional   
information for certain variable annuity contracts and variable life insurance  
policies ("Product Prospectus" and "SAIs") issued by The Equitable Life         
Assurance Society of the United States ("Equitable") and the Prospectus and     
Statement of Additional Information ("SAI") of EQ Advisors Trust ("Trust"). You 
should read this Supplement in conjunction with the Product Prospectus and Trust
Prospectus ("Prospectuses") and retain them for future reference. In addition,  
the information in this document should be considered to be an Information      
Statement for purposes of Schedule 14C under the Securities Exchange Act of     
1934, as amended ("Exchange Act").                                              

The primary purpose of this Supplement and Information Statement is to provide  
you with information about a change of the investment adviser ("Adviser") to one
of the portfolios of the Trust. Equitable, in its capacity as the Investment    
Manager of the Trust, has been granted relief by the Securities and Exchange    
Commission that permits Equitable, subject to the approval of the Board of      
Trustees and without the approval of shareholders to: (i) select new or         
additional Advisers for each Portfolio; (ii) enter into new Advisory Agreements 
and/or materially modify the terms of any existing Advisory Agreement; (iii)    
terminate any existing Adviser and replace the Adviser; and (iv) continue the   
employment of an existing Adviser on the same contract terms where the Advisory 
Agreement has been assigned because of a change of control of the Adviser.      

At a meeting of the Board of Trustees of the Trust held on May 19, 2000, the    
Board of Trustees, including the Trustees who are not "interested persons" of   
the Trust, the Manager, the Adviser or the Distributor's (as that term is       
defined in the Investment Company Act of 1940, as amended) ("Independent        
Trustee(s)"), unanimously approved the Manager's proposal to (i) terminate      
Credit Suisse Asset Management, LLC ("Credit Suisse") as the Adviser for the    
Warburg Pincus Small Company Value Portfolio ("Portfolio") (ii) select and      
appoint Fidelity Management & Research Company ("Fidelity") as the Adviser for  
the Portfolio; and (iii) change the name of the Portfolio to the "FI Small/Mid  
Cap Value Portfolio." In approving the termination of Credit Suisse as the      
Adviser for the Portfolio, the Board of Trustees considered, among other things 
the past performance of the Portfolio and the Manager's evaluation of Credit    
Suisse's future potential of achieving the investment goals of the Portfolio. In
approving Fidelity as the new Adviser for the Portfolio and the related name    
change, the Board of Trustees considered certain factors, including: (i) the    
nature, quality and extent of the services expected to be rendered by Fidelity, 
including the credentials and investment experience of its officers and         
employees; (ii) Fidelity's investment approach; (iii) the structure of Fidelity 
and its ability to provide services to the Portfolio, based on both its         
financial condition as well as its performance record; (iv) a comparison of     
Fidelity's advisory fee with those of other potential Advisers' and (v) indirect
costs and benefits of Fidelity serving as the Adviser to the Portfolio. At that 
time, the Board also approved a change in the Portfolio's investment strategy to
permit the Adviser to invest at least 65% of the Portfolio's total assets in    
common stocks of companies with small to medium market capitalizations (i.e.,   
those with market capitalizations similar to companies in the Russell 2000 Index
or the Russell MidCap Index at the time of investment). In connection with that 
consideration, the Board of Trustees determined that the Investment Advisory    
Agreement between the Manager and Fidelity with respect to the Portfolio is in  
the best interests of the Portfolio and its shareholders.                       

As a result of those determinations and subject to certain regulatory approvals,
effective on or about July 24, 2000, Fidelity will replace Credit Suisse as the 
Adviser to the Warburg Pincus Small Company Value Portfolio and the name of the 
portfolio will be changed to "FI Small/Mid Cap Value Portfolio." All references 
to the Warburg Pincus Small Company Value Portfolio, variable investment options
and investment funds are hereby changed to the "FI Small/Mid Cap Value          
Portfolio," variable investment options and investment funds (throughout the    
Prospectuses and SAIs). In addition, all references to Warburg Pincus Asset     
Management and/or Credit Suisse Asset                                           

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Management, LLC are replaced with Fidelity Management & Research Company        
(throughout the Prospectuses and SAIs.) In addition, please note that the       
Portfolio's investment strategy has been changed to permit the Portfolio to     
invest in common stocks of companies with medium market capitalizations as well 
as common stocks of companies with small market capitalizations.                

The following information replaces the information with respect to the "Warburg 
Pincus Small Company Value Portfolio" in the sections entitled "Summary         
Information Concerning EQ Advisors Trust," "About the Investment Portfolios" and
"Management of the Trust" in the Trust Prospectus:                              

FI SMALL/MID CAP VALUE PORTFOLIO
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PRINCIPAL INVESTMENT STRATEGIES        PRINCIPAL RISKS                          
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Equity securities of U.S. small-cap    General investment, small-cap and mid-cap
and mid-cap companies                  company, foreign securities, sector risk 
                  and value investing.
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INVESTMENT OBJECTIVE: Seeks long-term capital appreciation.                     

THE INVESTMENT STRATEGY                                                         

The Portfolio invests at least 65% of its total assets in common stocks of      
companies with small to medium market capitalizations. Small to medium market   
capitalization companies are those companies with market capitalizations similar
to the market capitalizations of companies in the Russell 2000 Index or the     
Russell MidCap Index at the time of the Portfolio's investment. Companies whose 
capitalizations no longer meet this definition after purchase continue to be    
considered to have a small to medium market capitalization for purposes of the  
65% policy.                                                                     

The Adviser focuses on securities of companies that it believes are undervalued 
in the marketplace in relation to factors such as the company's assets, earnings
or growth potential. The stocks of these companies are often called "value"     
stocks.                                                                         

The Adviser may also invest the Portfolio's assets in securities of foreign     
issuers in addition to securities of domestic issuers.                          

In buying and selling securities for the Portfolio, the Adviser relies on       
fundamental analysis of each issuer and its potential for success in light of   
its current financial condition, its industry position, and economic and market 
factors. The securities of each of these issuers are then analyzed using        
statistical models to further evaluate their growth potential, valuation,       
liquidity and investment risk. The Adviser may use various techniques, such as  
buying and selling futures contracts to increase or decrease the Portfolio's    
exposure to changing security prices or other investment techniques that affect 
security values. If the Adviser's strategies do not work as intended, the       
Portfolio may not achieve its investment objective.                             

When market or financial conditions warrant, the Portfolio may invest without   
limitation in preferred stocks and investment-grade debt instruments for        
temporary or defensive purposes. During these times, the Portfolio may make     
frequent securities trades that could cause the Portfolio to incur additional   
transaction costs that could be passed through to shareholders. Such investment 
strategies could result in the Portfolio not achieving its investment objective.

THE PRINCIPAL RISKS                                                             

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

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

SMALL-CAP AND MID-CAP COMPANY RISK: The Portfolio's investments in small-cap and
mid-cap companies may be subject to more abrupt or erratic movements in price   
than those of larger, more established companies because: the securities of such
companies are less well-known and may trade less frequently and in lower volume;
such                                                                            

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companies are more likely to experience greater or more unexpected changes in   
their earnings and growth prospects; and the products or technologies of such   
companies may be at a relatively early state of development or not fully tested.

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

SECTOR RISK: Market or economic factors affecting certain companies or          
industries in a particular industry sector could have a major effect on the     
value of the Portfolio's investments. For example, many technology stocks,      
especially those of smaller less-seasoned companies, tend to be more volatile   
than the overall market.                                                        

PORTFOLIO PERFORMANCE                                                           

The bar chart below illustrates the Portfolio's annual total return for 1998 and
1999, the Portfolio's first two years of operations, and some of the risks of   
investing in the Portfolio by showing yearly changes in the Portfolio's         
performance. The table below shows the Portfolio's average annual total returns 
for the Portfolio for one year and since inception. The table also compares the 
Portfolio's performance to the returns of a broad-based index. Both the bar     
chart and table assume reinvestment of dividends and distributions. Please note 
that the Portfolio's performance, as reflected below, was achieved by the       
Portfolio's previous Adviser. Past performance is not an indication of future   
performance. The performance results presented below do not reflect any         
insurance and Contract-related fees and expenses, which would reduce performance
results. The inception date for the Portfolio is May 1, 1997.                   

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CALENDAR YEAR ANNUAL TOTAL RETURN - CLASS IB SHARES                             
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[BAR CHART OMITTED] 

Best quarter:                  Worst quarter:     
12.40% (1999 4th Quarter)     (20.25)% (1998 3rd Quarter)   

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AVERAGE ANNUAL TOTAL RETURNS                                                    
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                                                      ONE YEAR   SINCE INCEPTION
FI Small/Mid Cap Value Portfolio - Class IA           2.07%      4.25%*         
FI Small/Mid Cap Value Portfolio - Class IB           1.80%      3.33%          
Russell 2500 Value Index  ***                         1.49%      10.00%         
Russell 2000 Value Index**                            (1.49)%    7.06%          
Russell 2000 Index**                                  21.26%     16.99%         

*   Investment operations commenced with respect to the Class IA Shares on      
November 24, 1998.                                                      
**  For more information on this index, see the section in the prospectus "The  
Benchmarks"                                                             
*** We believe that this index reflects more closely the market sectors in which
    the Portfolio invests. The Russell 2500 Value Index measures the performance
 of those Russell 2500 companies with lower price-to-book ratios and lower
forecasted values.                                                      

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WHO MANAGES THE PORTFOLIO                                                       

FIDELITY MANAGEMENT & RESEARCH COMPANY ("Fidelity"), 82 Devonshire Street,      
Boston, Massachusetts 02109, will become the Portfolio's Adviser, as of July 24,
2000. FMR Corp., organized in 1972, is the ultimate parent company of Fidelity. 
As of March 31, 2000, Fidelity, including its affiliates, had approximately $995
billion in discretionary assets under management. Edward C. Johnson, III is the 
Chairman of the Board of Fidelity. Other executive officers and/or directors of 
Fidelity include: Robert Pozen, Richard A. Spillane, Jr., Robert Lawrence, Laura
Cronin, Eric Roiter, Jay Feedman, Peter Lynch, Abigail Johnson and Francis V.   
Knox.                                                                           

ROBERT MACDONALD is the Portfolio Manager and will be responsible for the       
day-to-day management of the Portfolio. Mr. MacDonald, senior vice president and
portfolio manager, has been associated with Fidelity since 1985.                

MANAGEMENT OF THE TRUST                                                         

On May 19, 2000, the Board of Trustees of the Trust, including a majority of    
Trustees who are Independent Trustees, unanimously approved implementation of   
the contractual management fee for the Portfolio, effective as of July 24, 2000 
as follows:                                                                     

                                                                [Download Table]

                                  FIRST $1  NEXT $1  NEXT $3  NEXT $5            
                                  BILLION   BILLION  BILLION  BILLION  THEREAFTER
                                                                                 
FI Small/Mid Cap Value Portfolio  0.750%    0.700%   0.675%   0.650%   0.625%    

Dates Referenced Herein

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		6/23/00		2
		5/19/00		2		5
		3/31/00		5
		11/24/98		4
		5/1/97		4
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