HERITAGE EQUITY FUNDS
      SUPPLEMENT DATED JUNE 2, 2003 TO THE PROSPECTUS DATED JANUARY 2, 2003

                                VALUE EQUITY FUND

APPOINTMENT OF NEW SUBADVISER
- -----------------------------

The Board of Trustees of Heritage  Series Trust - Value Equity Fund  ("Fund")has
appointed  Dreman  Value  Management,  L.L.C.  ("Dreman")  to  serve  as  a  new
subadviser  to the Fund,  effective  on June 1,  2003.  Dreman  replaced  Osprey
Partners Investment Management, LLC. Dreman has been an investment adviser since
1977 and, as of March 31, 2003, had  approximately  $6.3 billion of assets under
its  discretionary  management.  Dreman will receive an annual  subadvisory  fee
equal to 0.375% of the first $50  million in Fund assets  under its  management,
and 0.35% of such assets over $50 million.  This will be paid solely by Heritage
and not by the Fund.  As a result of Dreman's  appointment,  the  Prospectus  is
revised as follows:

The following  information  replaces the section  titled  "Principal  Investment
Strategies" on page 27 of the Prospectus:

     PRINCIPAL INVESTMENT STRATEGIES. The Value Equity Fund seeks to achieve its
     objectives by investing,  under normal market  conditions,  at least 80% of
     its net assets (plus the amount of any borrowings for investment  purposes)
     in equity  securities.  Pursuant  to SEC  rules,  this  policy  will not be
     changed  without 60 days advance notice to  shareholders.  The fund invests
     primarily  in U.S.  equity  securities,  which  consists  mainly  of common
     stocks.  Other types of  securities  in which the Fund will invest  include
     securities convertible into common or preferred stocks. These common stocks
     may represent any economic sector in a variety of industries and companies.
     At times, the Fund's investments may emphasize a particular economic sector
     while maintaining a diverse portfolio.

     The portfolio  manager utilizes a contrarian value investment  strategy and
     employs a low  price-to-earnings  approach with an emphasis on  financially
     solid  companies.  The fund focuses its investments in stocks of large U.S.
     companies  that are  similar  in size to the S&P 500 Index (as of March 31,
     2003, the S&P 500 Index had a median market capitalization of approximately
     $6.5 billion) and that the portfolio manager believes are undervalued.  The
     fund,  however,  may  invest in stocks  of  small-  and  mid-capitalization
     companies.  The fund's  portfolio will  typically have a  price-to-earnings
     ratio at least 20% below the average of those companies included in the S&P
     500 Index.

     The portfolio  manager first screens for  discounted  stocks (i.e.,  stocks
     with  price-to-earnings  ratios  that are below the  average of the S&P 500
     Index).  Within that universe of stocks,  the  portfolio  manager looks for
     companies that have a strong financial position,  demonstrate high earnings
     growth,  and pay high dividends.  Dividends are an important element in the
     portfolio manager's investment strategy because they can cushion the impact
     of stock losses, and increase total return potential when stocks experience
     gains. The portfolio manager conducts  fundamental  research by comparing a
     company's  stock price to its book value,  cash flow and yield and analyzes
     individual  companies  to  identify  those that are  financially  sound and
     appear to meet the portfolio  manager's  criteria for long-term  growth and
     income.  Drawing on this analysis,  the portfolio manager will select 45 to
     65 of the most  attractive  stocks in a variety of sectors for inclusion in
     the  fund's  portfolio  based on the  companies'  potential  future  market
     performance.

     The portfolio  manager will normally sell a stock when it either  reaches a
     target  price or its  fundamentals  factors  have  changed,  or when  other
     investments offer better opportunities.

     The  fund  also  may  invest  up to 5% of  its  net  assets  in  derivative
     securities for hedging  purposes and to create  synthetic index  positions.
     The fund also may write  covered  call  options,  not to exceed  10% of its
     total  assets,  on common  stocks in its portfolio or on common stocks into
     which securities held by it are convertible to earn additional income or to
     hedge  downside  risk  associated  with   appreciated   securities  in  its
     portfolio.

                                  Supplement 1



                              HERITAGE EQUITY FUNDS
      SUPPLEMENT DATED JUNE 2, 2003 TO THE PROSPECTUS DATED JANUARY 2, 2003

                                   (Continued)

The following  information is added to the section titled  "Principal  Risks" on
page 28 of the Prospectus:

     SECTOR  RISK.  Because the fund may,  at times,  focus its  investments  in
     certain economic  sectors,  the fund may be exposed to sector risk.  Sector
     risk is the risk that the value of securities of any single economic sector
     may  rise and fall  more  rapidly  than  the  broader  securities  markets.
     Consequently, the value of the fund's portfolio also may be more volatile.

     MID CAP AND  SMALL  CAP  COMPANIES.  Investing  in mid  cap and  small  cap
     companies  generally  involves greater risk than investing in larger,  more
     established  companies.  Both mid cap and small cap  companies  often  have
     narrower markets and more limited  managerial and financial  resources than
     larger, more established  companies.  As a result, their performance can be
     more volatile and they face greater risk of business  failure,  which could
     increase the volatility of the fund's portfolio. Generally, the smaller the
     company size, the greater these risks.

The following  information  replaces the section titled  "Portfolio  Manager" on
page 29 of the Prospectus:

     PORTFOLIO MANAGER. David Dreman, chairman of Dreman Value Management,  LLC,
     has been responsible for the day-to-day management of the fund's investment
     portfolio since June 1, 2003.

     With respect to the section titled "Subadvisers," the following information
     replaces the fourth bullet point on page 31 of the Prospectus:

     Dreman Value Management,  L.L.C. ("Dreman"), 10 Exchange Place, Suite 2150,
     Jersey City, New Jersey 07302, serves as the subadviser to the Value Equity
     Fund.  Heritage has  allocated  all of the Fund's  assets to Dreman.  As of
     March 31, 2003, Dreman had  approximately  $6.3 billion of assets under its
     discretionary management.

The following  information  replaces the existing  paragraph under "Value Equity
Fund" on page 32 of the Prospectus:

     VALUE EQUITY FUND - David Dreman has been  responsible  for the  day-to-day
     management  of the fund since  June 2003.  Mr.  Dreman is the  chairman  of
     Dreman,  which  he  founded  in 1977.  He has  over 35 years of  investment
     management  experience,  including managing equity mutual funds for another
     investment  management company. He also is a financial columnist for Forbes
     magazine.

                            ALL HERITAGE EQUITY FUNDS
                            -------------------------

The subsection titled "Heritage  Transfer Program" on  page 35 of the Prospectus
is deleted.


                                  Supplement 2