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                    Mark C Amorosimark.amorosi@klgates.comT +1 202 778 9351

                    F +1 202 778 9100

                    Mark C Amorosi

                    mark.amorosi@klgates.com

                    T +1 202 778 9351

                    F +1 202 778 9100

        April 8, 2020

        VIA EDGAR AND E-MAIL

                    Ms. Elisabeth Bentzinger

                    U.S. Securities and Exchange Commission

                    100 F Street, NE

                    Washington, DC 20549

                    Re:

                    Responses to U.S. Securities and Exchange Commission Staff Comments on Post‑Effective Amendment No. 144 to the Registration Statement on Form N-1A of EQ Advisors Trust (File Nos. 333-17217; 811-07953)

        Dear Ms. Bentzinger:

        On behalf of EQ Advisors Trust (the “Trust”), set forth below are comments that you provided orally on March 23, 2020, concerning Post-Effective Amendment No. 144 to the Trust’s Registration Statement on Form N-1A (the “Post-Effective Amendment”).  The Post-Effective Amendment was filed with the U.S. Securities and Exchange Commission on February 7, 2020, pursuant to the Securities Act of 1933, as amended, and Rule 485(a) of Regulation C thereunder, and pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and the regulations thereunder.  Your comments are set forth in italics and are followed by the Trust’s responses.  Unless otherwise noted, defined terms have the same meanings as in the Post-Effective Amendment.

                    1.

                    General Comments

                    a.

                    Comment:  Please be sure to update any new Portfolio names on EDGAR.

        Response:  The Trust confirms that it will update the Portfolios’ names on EDGAR.

                    b.

                    Comment:  We note that significant market events have occurred as a result of the COVID-19 pandemic since this filing was submitted.  Please consider whether the Portfolio’s disclosure, including the risk disclosure, should be revised, based on how these events are affecting the bond market.  If the Portfolio believes no additional disclosure is warranted, please explain supplementally why not.

        Response:  The Trust has revised the disclosure in “Recent Market Conditions Risk” to discuss the impact of the COVID-19 pandemic, including that its impacts have caused significant volatility and declines in the global financial markets, and that the prices and liquidity of the securities in which the Portfolios invest could be further adversely impacted, which in turn could negatively impact a Portfolio’s performance and cause losses on an investment in the Portfolio.

        The Trust has also revised the “Redemption Risk” risk factor in the summary and statutory prospectuses by adding the following language: “In addition, significant securities market disruptions related to outbreaks of the coronavirus disease (COVID-19) have led to dislocation in the market for a variety of fixed income securities (including, without limitation, commercial paper, corporate debt securities, certificates of deposit, asset-backed debt securities and municipal obligations), which has decreased liquidity and sharply reduced returns.”

                    c.

                    Comment:  For Portfolios that include “Geographic Concentration Risk” as a principal investment risk, please disclose in the Portfolio’s “Principal Investment Strategies” discussion where the Portfolio intends to invest, and tailor the disclosure to the geographic region in which the Portfolio will be focused.

        Response:  The Portfolios that include “Geographic Concentration Risk” as a principal investment risk (EQ/MFS Mid Cap Focused Growth Portfolio, EQ/Wellington Energy Portfolio, and EQ/MFS Technology II Portfolio) have investment policies providing broad flexibility to invest a portion of their assets in foreign securities.  However, none of these Portfolios has an investment policy requiring them to focus those investments in one or more specific non-US regions as contemplated by the staff’s comment.  For these Portfolios, geographic allocation is a result of the then-current investment opportunities identified by the Portfolio’s portfolio managers pursuant to the principal investment strategies identified in the Portfolio’s prospectus. Accordingly, each such Portfolio’s investments in a particular region will vary over time depending on the portfolio managers’ then-current view of the investment opportunities presented by such region. Therefore, with respect to each such Portfolio, the Trust believes that the current disclosure is consistent with, and appropriately tailored to, the broad investment mandate with respect to investments in foreign securities, and that no additional disclosure in the principal strategy section is necessary.  The Trust also notes that disclosure regarding the risks associated with investments in specific geographic regions is included in the Portfolios’ SAI.

                    d.

                    Comment:  For Portfolios that include “Sector Risk” as a principal investment risk, please disclose in the Portfolio’s “Principal Investment Strategies” discussion the sectors in which the Portfolio intends to invest and tailor the risk disclosure to the sectors in which the Portfolio will be focused.

        Response:  Each Portfolio that has a principal investment strategy to focus its investments in a particular industry or group of industries describes the particular industry or group of industries in its summary prospectus and discloses the principal risks associated with investments in the particular industry or group of industries. Each such Portfolio also includes general “Sector Risk” as a principal risk. Each Portfolio that does not have a principal investment strategy to focus investments in, or concentrate investments in, any particular industry or sector, but that, from time to time, based on market or economic conditions, may have significant positions in one or more sectors of the market, includes general “Sector Risk” disclosure that is introduced by a statement to that effect. For each such Portfolio, industry and sector allocation is a result of the then-current investment opportunities identified by the Portfolio’s portfolio managers pursuant to the principal investment strategies identified in the Portfolio’s prospectus. Accordingly, each such Portfolio’s investments in an industry or sector will vary over time depending on the portfolio managers’ then-current view of the investment opportunities presented by such industry or sector. Therefore, with respect to each such Portfolio, the Trust believes that the current disclosure is consistent with, and appropriately tailored to, the broad investment mandate of the Portfolio, and that no additional disclosure in the principal strategy section is necessary.

                    e.

                    Comment:  In the discussion of the recoupment provision and reference to the Portfolios’ expense ratios in the section “More Information on Fees and Expenses” on page 40, please revise to clarify that this expense ratio would be the expense ratio after the repayment is taken into account.  Further, the recoupment provision should be disclosed in the fee table footnote that describes the expense waiver in the applicable fee tables.

        Response: The Trust has revised the discussion as follows: “The Adviser may be reimbursed the amount of any such payments or waivers in the future provided that the payments or waivers are reimbursed within three years of the payments or waivers being recorded and the combination of the Portfolio’s expense ratio, and such reimbursements after the reimbursement is taken into account, does not exceed the Portfolio’s expense cap at the time of the waiver or the Portfolio’s expense cap at the time of the reimbursement, whichever is lower.”  The Trust has also added the same disclosure to the footnote that describes the expense waiver in the applicable fee tables.

                    2.

                    Summary Prospectus - EQ/Global Equity Managed Volatility Portfolio

                    a.

                    Comment:  The second paragraph under the “Principal Investment Strategy” section states that the portfolio invests primarily in equity securities of U.S. and foreign companies, including emerging market equity securities.  Because the Portfolio has “global” in its name, please expressly describe how the Portfolio will invest its assets in investments that are tied economically to a number of different countries around the world.

        Response:  The Trust respectfully submits that its current disclosure describes how it will invest its assets in investments that are tied economically to a number of different countries around the world. The Trust notes that Rule 35d-1 under the 1940 Act does not apply to the term “global.” The adopting release for Rule 35d-1 (Investment Co. Act Rel. No. 24828, at n. 42 (Jan. 17, 2001) (the “Names Rule Adopting Release”)) states that the term “global” connotes “diversification among investments in a number of different countries throughout the world.” While the Names Rule Adopting Release states that use of the term “global” in a fund’s name is not subject to Rule 35d-1, the staff has indicated that it would expect that funds using “global” in their names “will invest [their] assets in investments that are tied economically to a number of countries throughout the world.”

        The Trust notes that, in response to questions from the Investment Company Institute (“ICI”) concerning the application of Rule 35d-1 to funds with “global” in their names, the ICI reported to its members in June 2012 that the staff believes that one way to satisfy the requirement that a “global” fund’s name connotes investments throughout the world is for the fund to state in its prospectus that it will invest in at least three different countries and invest at least 40% of its assets outside the United States (30% in unfavorable market conditions) (the “40% Test”). According to the ICI notice, the staff indicated that the 40% Test is not compulsory and other approaches may be acceptable.

        The principal investment strategy of the Portfolio states that the Active Allocated Portion will consist of approximately 30% of the Portfolio’s net assets, and that it will invest primarily in equity securities of U.S. and non-U.S. companies. The strategy also states that the Index Allocated Portion will consist of approximately 70% of the Portfolio’s net assets and will be allocated approximately 30-50% in each of the S&P 500 and MSCI EAFE, and 10-30% in the MSCI EM. Please also note that the Portfolio’s most recent annual report shows that approximately 50.9% of total net assets was invested in over 30 countries outside the United States, and that the remainder was invested in the United States. The Trust believes that the Portfolio’s investment strategy and related disclosure is consistent with the staff’s guidance on use of the term “global” in fund names.

                    b.

                    Comment:  The third paragraph under the “Principal Investment Strategy” section includes references to “emerging market or developing country.”  Please explain what a developing market is and how it is different, if at all, from an emerging market.

        Response:  The Trust has deleted the references to “developing country” and retained the references to emerging market.

                    c.

                    Comment:  Please clarify in the disclosure whether the managed volatility strategy is applied only to the active allocated portion or to the entire Portfolio.

        Response:  The discussion of the managed volatility strategy in the prospectus refers consistently to the Portfolio as a whole.  The Trust believes that no further revisions are necessary.

                    d.

                    Comment:  In the “Principal Risks” section, in light of significant investments of the MSCI Emerging Markets Index, please add China Risk or explain why it is not a principal risk of the Portfolio; this would apply to all Portfolios with Emerging Markets Risk disclosure.

        Response:  The Trust has reviewed these Portfolios’ investments and has determined that the current emerging markets risk disclosure is appropriate.  The Trust has included additional information about the risks of investing in China specifically in the Statement of Additional Information.

                    e.

                    Comment:  The principal risk section includes general “Derivatives Risk” and specific “Futures Contract Risk” risk factors, but the Portfolio’s principal investment strategy states that the Portfolio may also use options and enter into swap agreements.  Please consider the SEC staff guidance set forth in the letter from Barry D. Miller, Associate Director, Office of Legal and Disclosure, to Karrie McMillan, General Counsel, Investment Company Institute, dated July 30, 2010 (commonly referred to as the “Barry Miller Letter”) regarding derivatives related disclosure, and ensure the disclosure is not generic and fully describes how the Portfolio will use derivatives and the risks associated with the use of derivatives.

        Response:  The principal risks of options and swaps are described in the “Derivatives Risk” risk factor and additional information about these instruments is provided in the statutory prospectus.  The Trust believes that these disclosures are consistent with the views set forth in the Barry Miller Letter.

                    f.

                    Comment:  In the Average Annual Total Returns table, please explain why the parenthetical after the MSCI AC World (Net) Index does not include a reference to taxes when explaining what is not included in the index.

        Response:  Returns of the MSCI All Country World (Net) Index are presented net of withholding taxes on income generated in each country in the Index.

                    3.

                    Summary Prospectus - EQ/Invesco Global Portfolio

                    a.

                    Comment:  The Fee Table states that the “Other Expenses” for Class K are estimated.  Please explain supplementally why the expenses for this class are estimated to be materially different from those of the other share classes.  [Instruction 3(d)(ii) to Item 3 of Form N-1A.]

        Response:  As stated under “Risk/Return Bar Chart and Table,” Class K shares have not commenced operations as of the date of the prospectus.  Therefore, “Other Expenses” for Class K are based on estimated amounts for the current fiscal year.  Expenses for Class K are estimated to differ from those of the other share classes, Class IA and Class IB, only by the amount of the 12b-1 fee applicable to Class IA and Class IB (i.e., 0.25%).

                    b.

                    Comment:  Because the Portfolio has “global” in its name, please expressly describe how the Portfolio will invest its assets in investments that are tied economically to a number of different countries around the world.  Please note that stating that Portfolio will invest in at least three countries is not compelling.

        Response:  Please see the response to Comment 2.a. above.  The Portfolio’s prospectus states that, under normal circumstances, the Portfolio invests primarily in equity securities of U.S. and foreign companies, that the Portfolio can invest without limit in foreign securities, that the Portfolio normally will invest a significant portion of its assets in foreign securities, and that the Portfolio expects to invest in companies tied economically to a number of different countries and normally invests in companies in at least three countries (one of which may be the United Stat