AMENDMENT NO. 2 TO THE AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA ADVISORS, LLC/CLASS IB SHARES

Exhibit (e)(8)(iii)

AMENDMENT NO. 2

TO THE

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

AXA ADVISORS, LLC/CLASS IB SHARES

AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of July 8, 2004, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC a Delaware limited liability company (the “Distributor”).

The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement relating to Class IB Shares dated as of July 15, 2002 (the “Agreement”) and as amended by Amendment No. 1 dated as of May 2, 2003, unless defined herein to the contrary, shall have the meaning given such terms in the Agreement.

1. Appendix A. Appendix A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class IB Shares, is hereby replaced in its entirety by Appendix A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 2 as of the date first above set forth.

EQ ADVISORS TRUST						AXA ADVISORS, LLC
By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇. ▇▇▇▇▇						▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		President and Chief Executive Officer						Chairman of the Board, President and Chief Executive Officer

APPENDIX A

AMENDMENT NO. 2 TO THE

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

CLASS IB SHARES

EQ/Alliance Common Stock Portfolio

EQ/Alliance Growth and Income Portfolio

EQ/Alliance Intermediate Government Securities Portfolio

EQ/Alliance International Portfolio

EQ/Alliance Quality Bond Portfolio

EQ/Alliance Small Cap Growth Portfolio

EQ/Alliance Premier Growth Portfolio

EQ/▇▇▇▇▇▇▇▇▇ Diversified Value Portfolio

EQ/▇▇▇▇▇▇▇ Socially Responsible Portfolio

EQ/Capital Guardian International Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Capital Guardian U.S. Equity Portfolio

EQ/Emerging Markets Equity Portfolio

(fka EQ/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Portfolio)

EQ/Equity 500 Index Portfolio

(fka Alliance Equity Index Portfolio)

EQ/Evergreen Omega Portfolio

EQ/FI Mid Cap Portfolio

EQ/FI Small/Mid Cap Value Portfolio

(fka Warburg Pincus Small Company Value Portfolio)

EQ/Janus Large Cap Growth Portfolio

EQ/▇.▇. ▇▇▇▇▇▇ Core Bond Portfolio

(fka JPM Core Bond Portfolio)

EQ/Lazard Small Cap Value Portfolio

EQ/▇▇▇▇▇▇▇ Focus Portfolio

EQ/Mercury Basic Value Equity Portfolio

(fka ▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Equity Portfolio)

EQ/Mercury International Value Portfolio

(fka EQ/▇▇▇▇▇▇ International Equity Portfolio)

EQ/MFS Emerging Growth Companies Portfolio

EQ/MFS Investors Trust Portfolio

(fka EQ/MFS Investors Growth Portfolio)

EQ/Money Market Portfolio

EQ/▇▇▇▇▇▇ Growth & Income Value Portfolio

EQ/▇▇▇▇▇▇ Voyager Portfolio

(fka EQ/▇▇▇▇▇▇ Investors Growth Portfolio)

EQ/Small Company Index Portfolio

(fka BT Small Company Index Portfolio)