HERITAGE SERIES TRUST
    SUPPLEMENT DATED MAY 18, 1999 TO THE PROSPECTUS DATED JANUARY 4, 1999


                                VALUE EQUITY FUND

      At their May 14, 1999 special meeting, the shareholders of the Value
Equity Fund approved the appointment of Osprey Partners Investment Management,
LLC to serve as an additional subadviser to Heritage Series Trust - Value Equity
Fund. Osprey will commence management of all of the Fund's assets on May 18,
1999. As a result, the following paragraph replaces the section titled "Who is
the Portfolio Manager" on page 18 of the Prospectus:

            WHO  IS  THE  PORTFOLIO  MANAGER.  Russell  S.  Tompkins,  a
      Managing  Partner  and  the  Chief  Operating  Officer  at  Osprey
      Partners  Investment  Management,  LLC, and Jerome D.  Fischer,  a
      Managing Partner and the Head of Equity Research at Osprey,  share
      responsibility  for  the  day-to-day   management  of  the  fund's
      investment portfolio.

      In addition, the second paragraph in the section titled "Subadvisers" on
page 20 of the Prospectus is modified as follows:

      o     Eagle Asset Management, Inc. serves as the subadviser to the
            Aggressive Growth Fund, the Capital Appreciation Trust, the Growth
            Equity Fund, the Income-Growth Trust, the Mid Cap Growth Fund, the
            Small Cap Stock Fund and the Value Equity Fund. However, Heritage
            Asset Management, Inc., the Funds' manager, currently has not
            allocated any of the assets of the Capital Appreciation Trust or the
            Value Equity Fund to Eagle.

      Also, the following information is included after the fourth paragraph in
the section title "Subadvisers" on page 20 of the Prospectus:

            Osprey Partners Investment Management, LLC ("Osprey"), Shrewsbury
      Executive Center II, 1040 Broad Street, Shrewsbury, New Jersey 07702, was
      approved by the shareholders to serve as an additional subadviser to the
      Value Equity Fund. Heritage has allocated all of the Fund's assets to
      Osprey. As of February 26, 1999, Osprey had approximately $2 billion of
      assets under its discretionary management.

            Osprey manages the Value Equity Fund using a value-oriented
      investment style. Osprey uses an investment strategy focusing on:

      o     bottom-up, in-depth research centering on company fundamentals

      o     selecting undervalued stocks with low price/earnings ratios, high
            dividend yields, low debt to total capital ratios, significant
            operating cash flow and excellent prospects for growth

      o     identifying financially strong, well-managed companies with market
            leading domestic and global products.

            Osprey anticipates including the stocks of approximately 30 to 50
      issuers in the Value Equity Fund's portfolio. Under normal conditions,
      each of these companies will have a market capitalization of at least $1
      billion at the time of purchase.

      On page 21, the following information replaces the existing paragraph
under "Value Equity Fund":

      o     VALUE EQUITY FUND - Russell S. Tompkins and Jerome D. Fischer have
            shared responsibility for the day-to-day management since May 18,
            1999. Mr. Tompkins has been a Managing Partner and Chief Operating
            Officer at Osprey since September 1998. At the time of his departure
            from Fox Asset Management, Inc. ("Fox"), Mr. Tompkins was a
            Managing Director, Director of Compliance and Senior Portfolio
            Manager from January 1988 to September 1998. Mr. Fischer has been a
            Managing Partner and Head of Equity Research at Osprey since
            September 1998. At the time of his departure from Fox, Mr. Fischer
            served as a Principal, Director of Large Cap Equity Research and
            Senior Portfolio Manager. He was employed at Fox from July 1992
            to September 1998.