HERITAGE EQUITY FUNDS:
                       HERITAGE CAPITAL APPRECIATION TRUST
                          HERITAGE INCOME-GROWTH TRUST
                              HERITAGE SERIES TRUST

   SUPPLEMENT DATED SEPTEMBER 2, 1999 TO THE PROSPECTUS DATED JANUARY 4, 1999


                   ADDITION TO WAIVER OF CLASS A SALES CHARGES
                   -------------------------------------------

      The following  paragraph  supplements the section "Waiver of Class A Sales
Charge" on page 25 of the Prospectus:

          In  addition,  Class A  shares  may be sold  at net  asset  value
     without any sales charges to  participants  of retirement  plans which
     have at least 100  participants or $50 million  dollars.  Heritage may
     pay  from  its own  resources  to the  Distributor  up to 1.00% of the
     purchase   amount  on  the  first  $3  million  and  0.80%  on  assets
     thereafter, by these plans. Any participant in these plans who redeems
     Class A shares  within 18 months of his or her purchase may be subject
     to a CDSC of 1.00% and  Heritage  will retain the initial  year's Rule
     12b-1 fees.


      The  following  information  replaces  the current  section  titled  "CDSC
Waivers" on page 25 of the Prospectus:

          CDSC  WAIVERS.  The CDSC for Class A shares,  Class B shares  and
     Class C shares currently is waived if the shares are sold:

          o    to make certain distributions from retirement plans,
          o    because  of  shareholder  death  or  disability   (including
               shareholders who own shares in joint tenancy with a spouse),
          o    to make  payments  through  certain  sales from a Systematic
               Withdrawal Plan of up to 12% annually of the account balance
               at the beginning of the plan, or
          o    to close out  shareholder  accounts  that do not comply with
               the minimum balance requirements.