FORM OF ORGANIZATIONAL EXPENSE REIMBURSEMENT AGREEMENT

   

                                 EXHIBIT 9(c)

                               EQ ADVISORS TRUST

                                    FORM OF
                            ORGANIZATIONAL EXPENSE
                            REIMBURSEMENT AGREEMENT

         This Agreement is made this ___ day of __________ 1997, by and
between EQ Financial Consultants, Inc. (the "Manager") and EQ Advisors Trust
(the "Trust"), on behalf of each series of the Trust set forth in Schedule A
(each a "Portfolio," and collectively, the "Portfolios").

         WHEREAS, the Trust is registered as an open-end diversified
management investment company under the Investment Company Act of 1940, as
amended; and

         WHEREAS, there have been certain necessary organizational expenses
incurred as a part of such process, which are proper expenses of the
Portfolios, that have been and will in the future be paid by the Manager and
affiliated companies of the Manager, by reason of the fact that each Portfolio
was not capitalized when such expenses were incurred (such expenses
hereinafter referred to as "Organizational Expenses");

         NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:

         1.       Effective as of the initial public offering of shares of
                  each Portfolio, the Trust shall be obligated to reimburse
                  and pay to the Manager, or such affiliated companies of the
                  Manager as the Manager may designate, the amounts expended
                  and to be expended by the Manager and its affiliates for
                  Organizational Expenses.

         2.       Such reimbursements shall be paid by the Trust promptly upon
                  the demand of the Manager. Upon demand for payment, the
                  Manager shall present copies of invoices of receipts, copies
                  of canceled checks or other evidence of payment of the
                  Organizational Expenses for which it is demanding
                  reimbursement from the Trust.

ATTEST:                                     EQ ADVISORS TRUST
                                              ON BEHALF OF
                                              EACH OF ITS SERIES


______________________                      By:______________________
Secretary

ATTEST:                                     EQ FINANCIAL CONSULTANTS, INC.


______________________                      By:______________________
Secretary






                                  SCHEDULE A

This Agreement relates to the following Portfolios of the Trust:

               ▇. ▇▇▇▇ Price International Stock Portfolio 
               ▇. ▇▇▇▇ Price Equity Income Portfolio 
               EQ/▇▇▇▇▇▇ Growth & Income Value Portfolio 
               EQ/▇▇▇▇▇▇ International Equity Portfolio 
               EQ/▇▇▇▇▇▇ Investors Growth Portfolio 
               EQ/▇▇▇▇▇▇ Balanced Portfolio
               MFS Research Portfolio 
               MFS Emerging Growth Companies Portfolio
               ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Portfolio 
               Warburg Pincus Small Company Value Portfolio 
               ▇▇▇▇▇▇▇ ▇▇▇▇▇ World Strategy Portfolio 
               ▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Equity Portfolio