AMERICAN SKANDIA TRUST, 497, 1999-05-07

AMERICAN SKANDIA TRUST
497, 1999-05-07

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PROSPECTUS May 3, 1999
AMERICAN SKANDIA TRUST
One Corporate Drive, Shelton, Connecticut 06484
- --------------------------------------------------------------------------------
American Skandia Trust (the "Trust") is an investment company made up of 28
separate portfolios ("Portfolios"), six of which are offered through this
Prospectus:

AST T. Rowe Price International Equity Portfolio
AST Janus Small-Cap Growth Portfolio
AST Neuberger Berman Mid-Cap Value Portfolio
AST JanCap Growth Portfolio
AST INVESCO Equity Income Portfolio
AST T. Rowe Price International Bond Portfolio

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Trust is an investment vehicle for life insurance companies ("Participating
Insurance Companies") writing variable annuity contracts and variable life
insurance policies. Shares of the Trust may also be sold directly to certain
tax-deferred retirement plans. Each variable annuity contract and variable life
insurance policy involves fees and expenses not described in this Prospectus.
Please read the Prospectus for the variable annuity contract and variable life
insurance policy for information regarding the contract or policy, including its
fees and expenses and the Portfolios available for investment through that
contract or policy.

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS

Caption Page

<S> <C>
Risk/Return Summary...............................................................................................3
Past Performance..................................................................................................7
Fees and Expenses of the Portfolios..............................................................................11
Investment Objectives and Policies...............................................................................12
AST T. Rowe Price International Equity Portfolio............................................................13
AST Janus Small-Cap Growth Portfolio........................................................................15
AST Neuberger Berman Mid-Cap Value Portfolio................................................................17
AST JanCap Growth Portfolio.................................................................................19
AST INVESCO Equity Income Portfolio.........................................................................21
AST T. Rowe Price International Bond Portfolio..............................................................22
Portfolio Turnover...............................................................................................24
Net Asset Values.................................................................................................24
Purchase and Redemption of Shares................................................................................24
Management of the Trust..........................................................................................25
Tax Matters......................................................................................................27
Financial Highlights.............................................................................................30
Certain Risk Factors and Investment Methods......................................................................34
</TABLE>

<PAGE>

RISK/RETURN SUMMARY

American Skandia Trust (the "Trust") is comprised of twenty-eight
investment portfolios (the "Portfolios"), six of which are offered through this
Prospectus. The Portfolios are designed to provide a wide range of investment
options. Each Portfolio has its own investment goal and style (and, as a result,
its own level of risk). Some of the Portfolios offer potential for high returns
with correspondingly higher risk, while others offer stable returns with
relatively less risk. It is possible to lose money when investing even in the
most conservative of the Portfolios. Investments in the Portfolios are not bank
deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

It is not possible to provide an exact measure of the risk to which a
Portfolio is subject, and a Portfolio's risk will vary based on the securities
that it holds at a given time. Nonetheless, based on each Portfolio's investment
style and the risks typically associated with that style, it is possible to
assess in a general manner the risks to which a Portfolio will be subject. The
following discussion highlights the investment strategies and risks of each
Portfolio. Additional information about each Portfolio's potential investments
and its risks is included in this Prospectus under "Investment Objectives and
Policies."

International Portfolio:

<TABLE>
<CAPTION>
Portfolio: Investment Goal: Primary Investments:

<S> <C> <C>
T. Rowe Price Int'l Equity Total return on assets The Portfolio invests primarily in marketable equity
from long-term growth of securities of foreign companies.
capital and income
</TABLE>

Principal Investment Strategies:

The Sub-advisor to the AST T. Rowe Price International Equity Portfolio expects
to invest substantially all of the Portfolio's assets (with a minimum of 65%) in
established foreign companies. Geographic diversification will be wide,
including both developed and developing countries, and there will normally be at
least three different countries represented in the Portfolio. Stocks can be
purchased without regard to a company's market capitalization, but the
Sub-advisor's focus typically will be on large and, to a lesser extent,
medium-sized companies.

The Fund will invest in stocks that have the potential for growth of capital or
income or both. Stocks are selected by using a "bottom-up" approach (an approach
based on the Sub-advisor's fundamental research on particular companies) in an
effort to identify companies capable of achieving and sustaining above-average
long-term earnings growth. The Sub-advisor seeks to purchase stocks at
reasonable prices in relation to anticipated earnings, cash flow or book value.
Valuation factors often influence the Sub-advisor's allocations among large-,
mid-, and small-cap companies.

While bottom-up stock selection is the focus of its decision making, the
Sub-advisor also invests with an awareness of the global economic backdrop and
its outlook for individual companies. Country allocation is driven largely by
stock selection, though the Sub-advisor may limit investments in markets that
appear to have poor overall prospects.

Principal Risks:

o........The T. Rowe Price International Equity Portfolio is an equity fund, and
its primary risk is that the value of the stocks it holds will decline.
Stocks can decline for many reasons, including reasons related to the
particular company, the industry of which it is a part, or the securities
markets generally.

o The level of risk of the T. Rowe Price International Equity Portfolio will
generally be higher than the level of risk associated with domestic equity
funds. Foreign investments involve risks such as fluctuations in currency
exchange rates, less liquid and more volatile securities markets, unstable
political and economic structures, reduced availability of information, and
lack of uniform financial reporting and regulatory practices such as those
that apply to U.S. issuers. While the Portfolio will not invest primarily
in companies located in developing countries, it may invest in those
companies to some degree, and the risks of foreign investment may be
accentuated by investment in developing countries.

<PAGE>

Capital Growth Portfolios:

<TABLE>
<CAPTION>
Portfolio: Investment Goal: Primary Investments:

<S> <C> <C>
Janus Small-Cap Growth Capital growth The Portfolio invests primarily in common stocks of small
capitalization companies.

Neuberger Berman Mid-Cap Capital growth The Portfolio invests primarily in common stocks of medium
Value capitalization companies, using a value-oriented investment
approach.

JanCap Growth Capital growth The Portfolio invests primarily in common stocks.
</TABLE>

Principal Investment Strategies:

The AST Janus Small-Cap Growth Portfolio pursues its objective by normally
investing at least 65% of its total assets in the common stocks of small-sized
companies. For purposes of the Portfolio, small-sized companies are those that
have market capitalizations of less than $1.5 billion or annual gross revenues
of less than $500 million. To a lesser extent, the Portfolio may also invest in
stocks of larger companies with potential for capital appreciation.

The Sub-advisor generally takes a "bottom up" approach to building the
Portfolio. In other words, it seeks to identify individual companies with
earnings growth potential that may not be recognized by the market at large.
Although themes may emerge in the Portfolio, securities are generally selected
without regard to any defined industry sector or other similar selection
procedure.

To pursue its objective, the AST Neuberger Berman Mid-Cap Value Portfolio
primarily invests in the common stocks of mid-cap companies. Some of the
Portfolio's assets may be invested in the securities of large-cap companies as
well as in small-cap companies. The Portfolio seeks to reduce risk by
diversifying among many companies and industries.

Under the Portfolio's value-oriented investment approach, the Sub-advisor looks
for well-managed companies whose stock prices are undervalued and that may rise
in price when other investors realize their worth. Factors that the Sub-advisor
may use to identify these companies include strong fundamentals, such as a low
price-to-earnings ratio, consistent cash flow, and a sound track record through
all phases of the market cycle. The Sub-advisor may also look for other
characteristics in a company, such as a strong position relative to competitors,
a high level of stock ownership among management, or a recent sharp decline in
stock price that appears to be the result of a short-term market overreaction to
negative news.

The Sub-advisor generally considers selling a stock when it reaches a target
price, when it fails to perform as expected, or when other opportunities appear
more attractive.

The AST JanCap Growth Portfolio will pursue its objective by investing primarily
in common stocks. Common stock investments will be in companies that the
Sub-advisor believes are experiencing favorable demand for their products and
services, and which operate in a favorable competitive and regulatory
environment. The Sub-advisor generally takes a "bottom up" approach to choosing
investments for the Portfolio. In other words, the Sub-advisor seeks to identify
individual companies with earnings growth potential that may not be recognized
by the market at large.

Principal Risks:

o All of the capital growth portfolios are equity funds, and the primary risk
of each is that the value of the stocks they hold will decline. Stocks can
decline for many reasons, including reasons related to the particular
company, the industry of which it is a part, or the securities markets
generally. These declines can be substantial.

o The risk to which the capital growth portfolios are subject depends in part
on the size of the companies in which the particular portfolio invests.
Securities of smaller companies tend to be subject to more abrupt and
erratic price movements than securities of larger companies, in part
because they may have limited product lines, markets, or financial
resources. Market capitalization, which is the total market value of a
company's outstanding stock, is often used to classify companies based on
size. Therefore, the AST Janus Small-Cap Growth Portfolio can be expected
to be subject to the highest degree of risk relative to the other capital
growth funds. The AST Neuberger Berman Mid-Cap Value Portfolio can be
expected to be subject to somewhat less risk, and the AST JanCap Growth
Portfolio to somewhat less risk than a mid-cap fund.

o The AST Janus Small-Cap Growth Portfolio and the AST JanCap Growth
Portfolio generally take a growth approach to investing, while the AST
Neuberger Berman Mid-Cap Value Portfolio generally takes a value approach.
Value stocks are believed to be selling at prices lower than what they are
actually worth, while growth stocks are those of companies that are
expected to grow at above-average rates. A portfolio investing primarily in
growth stocks will tend to be subject to more risk than a value fund,
although this will not always be the case.

Growth and Income Portfolio:

<TABLE>
<CAPTION>
Portfolio: Investment Goal: Primary Investments:

<S> <C> <C>
INVESCO Equity Income High current income and, The Portfolio invests primarily in dividend-paying common
secondarily, capital growth stocks that, over a period of years, may also provide capital
appreciation, and to a lesser extent in fixed income securities.
</TABLE>

Principal Investment Strategies:

The AST INVESCO Equity Income Portfolio seeks to achieve its objective by
investing in securities that will provide a relatively high yield and stable
return and that, over a period of years, may also provide capital appreciation.
The Portfolio normally will invest at least 65% of its assets in dividend-paying
common stocks of domestic and foreign issuers. Up to 10% of the Portfolio's
assets may be invested in equity securities that do not pay regular dividends.
In addition, the Portfolio normally will have some portion of its assets
invested in debt securities, convertible bonds, or preferred stocks.

Principal Risks:

o Both equity securities (e.g., stocks) and fixed income securities (e.g.,
bonds) can decline in value, and the primary risk of each of the growth and
income portfolios is that the value of the securities they hold will
decline. The degree of risk to which the growth and income portfolios are
subject is likely to be somewhat less than a portfolio investing
exclusively for capital growth. Nonetheless, the share prices of the growth
and income portfolios can decline substantially.

o The AST INVESCO Equity Income Portfolio invests primarily in equity
securities, but will normally invest some of its assets in fixed income
securities. The values of equity securities tend to fluctuate more widely
than the values of fixed income securities. Therefore, the Portfolio will
likely be subject to somewhat higher risk than a portfolio that invests
more heavily in fixed income securities.

o The AST INVESCO Equity Income Portfolio may invest to some degree in
lower-quality fixed income securities, which are subject to greater risk
that the issuer may fail to make interest and principal payments on the
securities when due. The Portfolio generally invests in intermediate- to
long-term fixed income securities. Fixed income securities with longer
maturities are generally subject to greater risk than fixed income
securities with shorter maturities, in that their values will fluctuate
more in response to changes in market interest rates.

<PAGE>

<TABLE>
<CAPTION>
Fixed Income Portfolio:

Portfolio: Investment Goal: Primary Investments:

<S> <C> <C>
T. Rowe Price High current income and The Portfolio invests primarily in high-quality foreign
International Bond capital growth government and corporate bonds.

</TABLE>

Principal Investment Strategies:

To achieve its objectives, the AST T. Rowe Price International Bond
Portfolio will invest at least 65% of its assets in high-quality, non-U.S.
dollar denominated government and corporate bonds. The Portfolio seeks to
moderate price fluctuation by actively managing its maturity structure and
currency exposure. The Sub-advisor bases its investment decisions on fundamental
market factors, currency trends, and credit quality. The Portfolio generally
invests in countries where the combination of fixed-income returns and currency
exchange rates appears attractive, or, if the currency trend is unfavorable,
where the Sub-advisor believes that the currency risk can be minimized through
hedging.

Although the Portfolio expects to maintain an intermediate-to-long
weighted average maturity, there are no maturity restrictions on the overall
portfolio or on individual securities. While the Portfolio may engage in foreign
currency transactions such as forward foreign currency exchange contracts, the
Portfolio normally does not hedge its foreign currency exposure back to the
dollar. Nor will the Portfolio normally involve more than 50% of its total
assets in hedging Portfolio holdings against other foreign currencies
("cross-hedging"). The Sub-advisor attempts to reduce currency risks through
diversification among foreign securities and active management of maturities and
currency exposures.

The Portfolio may also invest up to 20% of its assets in below
investment-grade, high-risk bonds ("junk bonds"), including bonds in default or
those with the lowest rating. Defaulted bonds are acquired only if the
Sub-advisor foresees the potential for significant capital appreciation. Up to
20% of the Portfolio's assets may be invested in foreign bonds denominated in
U.S. dollars, including certain emerging market bonds.

Principal Risks:

o The risk of a fund or portfolio investing primarily in fixed income
securities is determined largely by the quality and maturity
characteristics of its portfolio securities. Lower-quality fixed income
securities are subject to greater risk that the company may fail to make
interest and principal payments on the securities when due. Fixed income
securities with longer maturities (or durations) are generally subject to
greater risk than securities with shorter maturities, in that their values
will fluctuate more in response to changes in market interest rates.

o While the AST T. Rowe Price International Bond Portfolio invests primarily
in high-quality fixed income securities, its focus on foreign fixed income
securities and relatively long average maturity will tend to increase its
level of risk. Like foreign equity investments, foreign fixed income
investments involve risks such as fluctuations in currency exchange rates,
unstable political and economic structures, reduced availability of
information, and lack of uniform financial reporting and regulatory
practices such as those that apply to U.S. issuers. The AST T. Rowe Price
International Bond Portfolio can invest to some degree in securities of
issuers in developing countries, and the risks of foreign investing may be
accentuated by these holdings.

<PAGE>

Past Performance

The Bar chart shows the performance of each Portfolio for each full
calendar year the Portfolio has been in operation. The tables below each bar
chart show each such Portfolio's best and worst quarters during the periods
included in the bar chart, as well as average annual total returns for each
Portfolio since inception. This information may help provide an indication of
each Portfolio's risks by showing changes in performance from year to year and
by comparing the Portfolio's performance with that of a broad-based securities
index. The performance figures do not reflect any charges associated with the
variable insurance contracts through which Portfolio shares are purchased; and
would be lower if they did. All figures assume reinvestment of dividends. Past
performance does not necessarily indicate how a Portfolio will perform in the
future.

AST T. Rowe Price International Equity Portfolio

60.00%

14.03% 40.00%
11.09% 14.17% 20.00%

1.36% 0.00%
__________________________________-20.00%
1995 1996 1997 1998

------------------------------------- -----------------------------------
Best Quarter Worst Quarter
------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 16.94%, 4th quarter 1998 Down 13.58%, 3rd quarter 1998
------------------------------------- -----------------------------------

---------------------- -------------------- -----------------------------
Average annual total Portfolio Index:
returns Morgan Stanley Capital
For periods ending International (MSCI) EAFE
12/31/98 Index
---------------------- -------------------- -----------------------------
---------------------- -------------------- -----------------------------
1 year 14.03% 20.00%
---------------------- -------------------- -----------------------------
---------------------- -------------------- -----------------------------
Since Inception 7.12% 9.16%
---------------------- -------------------- -----------------------------

AST Janus Small-Cap Growth Portfolio*

____________________________________
60.00%

32.65% 40.00%
20.05% 20.00%
8.40% 6.01% 3.48%
0.00%
____________________________________-20.00%
1994 1995 1996 1997 1998

------------------------------------- -----------------------------------
Best Quarter Worst Quarter
------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 31.12%, 4th quarter 1998 Down 23.95%, 3rd quarter 1998
------------------------------------- -----------------------------------

---------------------- --------------------- ----------------------------
Average annual total Portfolio Index:
returns Standard & Poors 500 Index
For periods ending
12/31/98
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year 3.49% 28.57%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
5 year 13.62% 24.06%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception 13.62% 24.06%
---------------------- --------------------- ----------------------------

*Prior to January 1, 1999, the AST Janus Small-Cap Portfolio was known as
the Founders International Equity Portfolio, and Founders Asset Management LLC
served as Sub-advisor to the Portfolio.

AST Neuberger Berman Mid-Cap Value Portfolio*

___________________________________
60.00%

40.00%
26.13% 26.42% 20.00%
11.53%
- -6.95% -2.33% 0.00%
___________________________________ -20.00%
1994 1995 1996 1997 1998

------------------------------------- -----------------------------------
Best Quarter Worst Quarter
------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 15.95%, 4th quarter 1998 Down 14.02%, 3rd quarter 1998
------------------------------------- -----------------------------------

---------------------- --------------------- ----------------------------
Average annual total Portfolio Index:
returns Standard & Poors 500 Index
For periods ending
12/31/98
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year -2.33% 28.57%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
5 year 10.08% 24.06%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception 10.31% 22.62%
---------------------- --------------------- ----------------------------

*Prior to May 1, 1998, the AST Neuberger Berman Mid-Cap Value Portfolio was
known as the Federated Utility Income Portfolio, and Federated Investment
Counseling served as Sub-advisor to the Portfolio.

AST JanCap Growth Portfolio

_________________________________________________
68.26% 60.00%

40.00%
11.87% 37.98% 28.66% 20.00%
28.36%
-4.51% 0.00%
________________________________________________-20.00%
1993 1994 1995 1996 1997 1998

------------------------------------- -----------------------------------
Best Quarter Worst Quarter
------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 32.62%, 4th quarter 1998 Down 5.95%, 2nd quarter 1994
------------------------------------- -----------------------------------

---------------------- --------------------- ----------------------------
Average annual total Portfolio Index:
returns Standard & Poors 500 Index
For periods ending
12/31/98
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year 68.26% 28.57%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
5 year 29.63% 24.06%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception 26.80% 21.88%
---------------------- --------------------- ----------------------------

AST INVESCO Equity Income Portfolio

_________________________________________________
60.00%

40.00%
30.07% 23.33% 20.00%
17.09% 13.34%
-2.50% 0.00%
________________________________________________-20.00%
1994 1995 1996 1997 1998

------------------------------------- -----------------------------------
Best Quarter Worst Quarter
------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 12.32%, 4th quarter 1998 Down 8.68%, 3rd quarter 1998
------------------------------------- -----------------------------------

---------------------- --------------------- ----------------------------
Average annual total Portfolio Index:
returns Standard & Poors 500 Index
For periods ending
12/31/98
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year 13.34% 28.57%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
5 year 15.74% 24.06%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception 15.74% 24.06%
---------------------- --------------------- ----------------------------

AST T. Rowe Price Interational Bond Portfolio*

_________________________________________________
60.00%

14.72% 40.00%
11.10% 20.00%
5.98%
-3.42% 0.00%
________________________________________________-20.00%
1995 1996 1997 1998

------------------------------------- -----------------------------------
Best Quarter Worst Quarter
------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 6.31%, 4th quarter 1998 Down 5.43%, 1st quarter 1997
------------------------------------- -----------------------------------

---------------------- --------------------- ----------------------------
Average annual total Portfolio Index:
returns J.P. Morgan Non-U.S.
For periods ending Government Bond Index
12/31/98
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year 14.72% 18.31%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception 5.13% 9.06%
---------------------- --------------------- ----------------------------

*Prior to May 1, 1996, the AST T. Rowe Price International Bond Portfolio
was known as the AST Scudder International Bond Portfolio, and Scudder, Stevens
& Clark, Inc. served as Sub-advisor to the Portfolio.

<PAGE>

FEES AND EXPENSES OF THE PORTFOLIOS: The table below describes the fees and
expenses that you may pay if you buy and hold shares of the Portfolios. Unless
otherwise indicated, the expenses shown below are for the year ending December
31, 1998.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment):

<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases NONE*
Maximum Deferred Sales Charge (Load) NONE*
Maximum Sales Charge (Load) Imposed on Reinvested Dividends NONE*
Redemption Fees NONE*
Exchange Fee NONE*
</TABLE>

* Because shares of the Portfolios may be purchased through variable insurance
products, the prospectus of the relevant product should be carefully reviewed
for information on the charges and expenses of those products. This table does
not reflect any such charges.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Portfolio
assets, in %):

<TABLE>
<CAPTION>
Management Other Total Annual Fee Waivers Net Annual
Fees Expenses Portfolio and Expense Fund
Operating Reimbursement(2) Operating
Expenses Expenses
Portfolio:
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AST T. Rowe Price International Equity 1.00 0.25 1.25 N/A 1.25
AST Janus Small-Cap Growth 0.90 0.22 1.12 N/A 1.12
AST Neuberger Berman Mid-Cap Value(1) 0.90 0.15 1.05 N/A 1.05
AST JanCap Growth 0.90 0.14 1.04 0.02 1.02
AST INVESCO Equity Income 0.75 0.18 0.93 N/A 0.93
AST T. Rowe Price International Bond 0.80 0.31 1.11 N/A 1.11
</TABLE>

(1) Prior to May 1, 1998, the Investment Manager had engaged Federated
Investment Counseling as Sub-advisor for the Portfolio, and the total Investment
Management fee was at the annual rate of .75% of the first $50 million of the
average daily net assets of the Portfolio, plus .60% of the Portfolio's average
daily net assets in excess of $50 million. As of May 1, 1998, the Investment
Manager engaged Neuberger Berman Management Incorporated as Sub-advisor for the
Portfolio, and the Investment Management fee is payable at the annual rate of
0.90% of the average daily net assets of the Portfolio. The Management Fee in
the above chart reflects the current Investment Management fee payable to the
Investment Manager.

(2) The Investment Manager has agreed to reimburse and/or waive fees for certain
Portfolios. The caption "Total Annual Fund Operating Expenses" reflects the
Portfolios' fees and expenses before such waivers and reimbursements, while the
caption "Net Annual Fund Operating Expenses" reflects the effect of such waivers
and reimbursements.

EXPENSE EXAMPLES:

This example is intended to help you compare the cost of investing in
the Portfolios with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in a Portfolio for the time
periods indicated. The Example also assumes that your investment has a 5% return
each year, that the Portfolios' total operating expenses remain the same, and
that any expense waivers and reimbursements remain in effect only for the
periods during which they are binding. Although your actual costs may be higher
or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
After:
Portfolio: 1 yr. 3 yrs. 5 yrs. 10 yrs.
- --------- ------------------------------------------------------------

<S> <C> <C> <C> <C>
AST T. Rowe Price International Equity 127 397 686 1511
AST Janus Small-Cap Growth 114 356 617 1363
AST Neuberger Berman Mid-Cap Value 107 334 579 1283
AST JanCap Growth 104 329 572 1269
AST INVESCO Equity Income 95 296 515 1143
AST T. Rowe Price International Bond 113 353 612 1352
</TABLE>
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES:

The investment objective, policies and limitations for each of the
Portfolios are described below. While certain policies apply to all Portfolios,
generally each Portfolio has a different investment objective and investment
focus. As a result, the risks, opportunities and returns of investing in each
Portfolio may differ. Those investment policies specifically labeled as
"fundamental" may not be changed without shareholder approval. The investment
objectives of some of the Portfolios are not fundamental policies and may be
changed by the Trustees without shareholder approval. Similarly, most of the
Portfolios' investment policies and limitations are not fundamental policies.

There can be no assurance that the investment objective of any
Portfolio will be achieved. Risks relating to certain types of securities and
instruments in which the Portfolios may invest are described in this Prospectus
under "Certain Risk Factors and Investment Methods."

If approved by the Trustees, the Trust may add more Portfolios and may
cease to offer any existing Portfolios in the future.

<PAGE>

ASt T. Rowe Price International Equity portfolio:

Investment Objective: The investment objective of the Portfolio is to seek total
return from long-term growth of capital and income, principally through
investments in common stocks of established, non-U.S. companies. Investments may
be made solely for capital appreciation or solely for income or any combination
of both for the purpose of achieving a higher overall return. This is a
fundamental policy of the Portfolio.

Principal Investment Policies and Risks:

The Sub-advisor expects to invest substantially all of the Portfolio's
assets (with a minimum of 65%) in established foreign companies. Geographic
diversification will be wide, including both developed and developing countries,
and there will normally be at least three different countries represented in the
Portfolio. Stocks can be purchased without regard to a company's market
capitalization, but the Sub-advisor's focus typically will be on large and, to a
lesser extent, medium-sized companies. Investment in foreign companies may be
made through American Depositary Receipts (ADRs) and the securities of foreign
investment funds or trusts (including passive foreign investment companies).

The Portfolio will invest in stocks that have the potential for growth
of capital or income or both. Stocks are selected by using a "bottom-up"
approach (an approach based on the Sub-advisor's fundamental research on
particular companies) in an effort to identify companies capable of achieving
and sustaining above-average long-term earnings growth. The Sub-advisor seeks to
purchase stocks at reasonable prices in relation to anticipated earnings, cash
flow or book value. Valuation factors often influence the Sub-advisor's
allocations among large-, mid-, and small-cap companies.

While bottom-up stock selection is the focus of its decision making,
the Sub-advisor also invests with an awareness of the global economic backdrop
and its outlook for individual companies. Country allocation is driven largely
by stock selection, though the Sub-advisor may limit investments in markets that
appear to have poor overall prospects.

In selecting stocks, the Sub-advisor generally favors companies with
one or more of the following characteristics:

o leading market position;
o attractive business niche;
o strong franchise or natural monopoly;
o technological leadership or proprietary advantages;
o seasoned management;
o earnings growth and cash flow sufficient to support growing dividends; and o
healthy balance sheet with relatively low debt.

As with all stock funds, the Portfolio's share price can fall because
of weakness in one or more securities markets, particular industries or specific
holdings. As a stock fund investing primarily in foreign securities, the
Portfolio may be subject to greater risk of loss and price fluctuation than
domestic funds. The risks of foreign investing, which are described in more
detail below under "Certain Risk Factors and Investment Methods," include
varying stages of economic and political development of foreign countries,
differing regulatory and accounting standards in non-U.S. markets, and higher
transaction costs. In addition, the Portfolio's investments in foreign
securities will be subject to the risks of currency fluctuations, in which a
decline in the value of a foreign currency versus the U.S. dollar can reduce the
dollar value of securities denominated in that currency. While the Portfolio may
engage in forward foreign currency exchange contracts and futures and options on
foreign currencies, the Portfolio does not engage in extensive currency hedging
under normal conditions. To the extent that the Portfolio has investments in
developing countries, the risks of foreign investing will be accentuated.

Other Investments:

In addition to common stocks, the Portfolio may also purchase a variety
of other equity-related securities, such as preferred stocks, warrants and
convertible securities, as well as investment grade corporate and governmental
debt securities, when considered consistent with the Portfolio's investment
objectives and program. The Portfolio may enter into stock index or currency
futures contracts (or options thereon) for hedging purposes or to provide an
efficient means of regulating the Portfolio's exposure to the equity markets.
The Portfolio may write covered call options and purchase put and call options
on foreign currencies, securities, and stock indices. As part of its investment
program and to maintain greater flexibility, the Portfolio may invest up to 10%
of its total assets in hybrid instruments, which combine the characteristics of
futures, options and securities. For additional information about these
investments and their risks, see this Prospectus under "Certain Risk Factors and
Investment Methods."

Temporary Investments. Under exceptional economic or market conditions
abroad, the Portfolio may temporarily invest all or a major portion of its
assets in U.S. government obligations or debt obligations of U.S. companies.
While the Portfolio is in a defensive position, the opportunity to achieve its
investment objective will be limited. The Portfolio's cash reserves may be
invested in high-quality domestic and foreign money market instruments. In
addition to enabling the Portfolio to take defensive positions, cash reserves
also provide flexibility in meeting redemptions and paying expenses.

<PAGE>

AST JANUS SMALL-CAP GROWTH PORTFOLIO:

Investment Objective: The investment objective of the Portfolio is capital
growth.

Principal Investment Policies and Risks:

The Portfolio pursues its objective by normally investing at least 65%
of its total assets in the common stocks of small-sized companies. For purposes
of the Portfolio, small-sized companies are those that have market
capitalizations of less than $1.5 billion or annual gross revenues of less than
$500 million. To a lesser extent, the Portfolio may also invest in stocks of
larger companies with potential for capital growth.

Because the Portfolio invests primarily in common stocks, the
fundamental risk of investing in the Portfolio is that the value of the stocks
it holds might decrease. Stock values may fluctuate in response to the
activities of an individual company or in response to general market or economic
conditions. As a Portfolio that invests primarily in smaller or newer issuers,
the Portfolio may be subject to greater risk of loss and share price fluctuation
than funds investing primarily in larger or more established issuers. Smaller
companies are more likely to realize substantial growth as well as suffer
significant losses than larger issuers. Smaller companies may lack depth of
management, they may be unable to generate funds necessary for growth or
potential development internally or to generate such funds through external
financing on favorable terms, or they may be developing or marketing products or
services for which there are not yet, and may never be, established markets. In
addition, such companies may be subject to intense competition from larger
competitors, and may have more limited trading markets than the markets for
securities of larger issuers.

While the Sub-advisor tries to reduce the risk of the Portfolio by
diversifying its assets among issuers (so that the effect of any single holding
is reduced), and by not concentrating its assets in any particular industry,
there is no assurance that these effort will be successful in reducing the risks
to which the Portfolio is subject.

The Portfolio generally intends to purchase securities for long-term
investment rather than short-term gains. However, short-term transactions may
occur as the result of liquidity needs, securities having reached a desired
price or yield, anticipated changes in interest rates or the credit standing of
an issuer, or by reason of economic or other developments not foreseen at the
time the investment was made. To a limited extent, the Portfolio may purchase
securities in anticipation of relatively short-term price gains. The Portfolio
may also sell one security and simultaneously purchase the same or a comparable
security to take advantage of short-term differentials in bond yields or
securities prices.

Special Situations. The Portfolio may invest in "special situations"
from time to time. A special situation arises when, in the opinion of the
Sub-advisor, the securities of a particular issuer will be recognized and
increase in value due to a specific development with respect to that issuer.
Developments creating a special situation might include a new product or
process, a technological breakthrough, a management change or other
extraordinary corporate event, or differences in market supply of and demand for
the security. Investment in special situations may carry an additional risk of
loss in the event that the anticipated development does not occur or does not
attract the expected attention.

Other Investments:

The Portfolio may invest to a lesser degree in types of securities
other than common stocks, including preferred stocks, warrants, convertible
securities and debt securities. The Portfolio is subject to the following
percentage limitations on investing in certain types of debt securities:

-- 35% of its assets in lower-rated fixed income securities ("junk" bonds).
-- 25% of its assets in mortgage- and asset-backed securities.
-- 10% of its assets in zero coupon, pay-in-kind and step coupon
securities (securities that do not, or may not under certain circumstances, make
regular interest payments).

In addition, the Portfolio may invest in the following types of securities and
engage in the following investment techniques:

Index/structured Securities. The Portfolio may invest in
indexed/structured securities, which typically are short- to intermediate-term
debt securities whose value at maturity or interest rate is linked to
currencies, interest rates, equity securities, indices, commodity prices or
other financial indicators. Such securities may offer growth potential because
of anticipated changes in interest rates, credit standing, currency
relationships or other factors.

Foreign Securities. The Portfolio may invest without limit in foreign
equity and debt securities. The Portfolio may invest directly in foreign
securities denominated in foreign currencies, or may invest through depositary
receipts or passive foreign investment companies. Generally, the same criteria
are used to select foreign securities as domestic securities. The Sub-advisor
seeks companies that meet these criteria regardless of country of organization
or principal business activity. However, certain factors such as expected
inflation and currency exchange rates, government policies affecting businesses,
and a country's prospects for economic growth may warrant consideration in
selecting foreign securities.

Futures, Options and Other Derivative Instruments. The Portfolio may
enter into futures contracts on securities, financial indices and foreign
currencies and options on such contracts, and may invest in options on
securities, financial indices and foreign currencies, forward contracts and
interest rate swaps and swap-related products (collectively "derivative
instruments"). The Portfolio intends to use most derivative instruments
primarily to hedge the value of its portfolio against potential adverse
movements in securities prices, currency exchange rates or interest rates. To a
limited extent, the Portfolio may also use derivative instruments for
non-hedging purposes such as seeking to increase income.

Short Sales "Against the Box." The Portfolio may make short sales
"against the box." This technique involves selling a security that the Portfolio
owns, or has the right to obtain without additional cost, for delivery at a
specified date in the future. The Portfolio may make a short sale against the
box to hedge against anticipated declines in the market price of a portfolio
security. If the value of the security sold short increases instead, the
Portfolio loses the opportunity to participate in the gain.

For more information on the types of securities other than common
stocks in which the Portfolio may invest, see this Prospectus under "Certain
Risk Factors and Investment Methods."

Temporary Investments. When the Sub-advisor believes that market
conditions are not favorable for profitable investing or when the Sub-advisor is
otherwise unable to locate favorable investment opportunities, the Portfolio's
investments may be hedged to a greater degree and/or its cash or similar
investments may increase. In other words, the Portfolio does not always stay
fully invested in stocks and bonds. The Portfolio's cash and similar investments
may include high-grade commercial paper, certificates of deposit, repurchase
agreements and money market funds managed by the Sub-advisor. While the
Portfolio is in a defensive position, the opportunity to achieve its investment
objective of capital growth will be limited.

<PAGE>

AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO:

Investment Objective: The investment objective of the Portfolio is to seek
capital growth.

Principal Investment Policies and Risks:

To pursue its objective, the Portfolio primarily invests in the common
stocks of mid-cap companies. Some of the Portfolio's assets may be invested in
the securities of large-cap companies as well as in small-cap companies. The
Portfolio seeks to reduce risk by diversifying among many companies and
industries.

Under the Portfolio's value-oriented investment approach, the
Sub-advisor looks for well-managed companies whose stock prices are undervalued
and that may rise in price before other investors realize their worth. Fund
managers may identify value stocks in several ways, including based on earnings,
book value or other financial measures. Factors that the Sub-advisor may use to
identify these companies include strong fundamentals, including a low
price-to-earnings ratio, consistent cash flow, and a sound track record through
all phases of the market cycle.

The Sub-advisor may also look for other characteristics in a company,
such as a strong position relative to competitors, a high level of stock
ownership among management, or a recent sharp decline in stock price that
appears to be the result of a short-term market overreaction to negative news.

The Sub-advisor generally considers selling a stock when it reaches a
target price, when it fails to perform as expected, or when other opportunities
appear more attractive.

As a fund that invests primarily in mid-cap companies, the Portfolio's
risk and share price fluctuation can be expected to be more than that of many
funds investing primarily in large-cap companies, but less than that of many
funds investing primarily in small-cap companies. Mid-cap stocks may fluctuate
more widely in price than the market as a whole, may underperform other types of
stocks when the market or the economy is not robust, or fall in price or be
difficult to sell during market downturns. While value investing historically
has involved less risk than investing in growth companies, the stocks purchased
by the Portfolio will remain undervalued during a short or extended period of
time. This may happen because value stocks as a category lose favor with
investors compared to growth stocks, or because the Sub-advisor failed to
anticipate which stocks or industries would benefit from changing market or
economic conditions.

Other Investments:

Although equity securities are normally the Portfolio's primary
investment, it may invest in preferred stocks and convertible securities, as
well as the types of securities described below. Additional information about
these investments and the special risk factors that apply to them is included in
this Prospectus under "Certain Risk Factors and Investment Methods."

Fixed Income Securities. The Portfolio may invest up to 35% of its
total assets, measured at the time of investment, in fixed income or debt
securities. The Portfolio may invest up to 15% of its total assets, measured at
the time of investment, in debt securities that are rated below investment grade
or comparable unrated securities. There is no minimum rating on the fixed income
securities in which the Portfolio may invest.

Foreign Securities. The Portfolio may invest up to 10% of the value of
its total assets, measured at the time of investment, in equity and debt
securities that are denominated in foreign currencies. There is no limitation on
the percentage of the Portfolio's assets that may be invested in securities of
foreign companies that are denominated in U.S. dollars. In addition, the
Portfolio may enter into foreign currency transactions, including forward
foreign currency contracts and options on foreign currencies, to manage currency
risks, to facilitate transactions in foreign securities, and to repatriate
dividend or interest income received in foreign currencies.

Covered Call Options. The Portfolio may try to reduce the risk of
securities price changes (hedge) or generate income by writing (selling) covered
call options against securities held in its portfolio, and may purchase call
options in related closing transactions. The value of securities against which
options will be written will not exceed 10% of the Portfolio's net assets.

Temporary Investments. When the Portfolio anticipates unusual market or
other conditions, it may temporarily depart from its objective of capital growth
and invest substantially in high-quality short-term investments. This could help
the Portfolio avoid losses but may mean lost opportunities.

<PAGE>

AST JANCAP GROWTH PORTFOLIO:

Investment Objective: The investment objective of the Portfolio is to seek
growth of capital in a manner consistent with the preservation of capital.
Realization of income is not a significant investment consideration and any
income realized on the Portfolio's investments, therefore, will be incidental to
the Portfolio's objective. This is a fundamental policy of the Portfolio.

Principal Investment Policies and Risks:

The Portfolio will pursue its objective by investing primarily in
common stocks. Common stock investments will be in companies that the
Sub-advisor believes are experiencing favorable demand for their products and
services, and which operate in a favorable competitive and regulatory
environment. The Sub-advisor generally takes a "bottom up" approach to choosing
investments for the Portfolio. In other words, the Sub-advisor seeks to identify
individual companies with earnings growth potential that may not be recognized
by the market at large.

Because the Portfolio invests a substantial portion (or all) of its
assets in stocks, the Portfolio is subject to the risks associated with stock
investments, and the Portfolio's share price therefore may fluctuate
substantially. This is true despite the Portfolio's focus on the stocks of
larger more-established companies. The Portfolio's share price will be affected
by changes in the stock markets generally, and factors specific to a company or
an industry will affect the prices of particular stocks held by the Portfolio
(for example, poor earnings, loss of major customers, major litigation against
an issuer, or changes in government regulations affecting an industry). Because
of the types of securities it invests in, the Portfolio is designed for those
who are investing for the long term.

Special Situations. The Portfolio may invest in "special situations"
from time to time. A "special situation" arises when, in the opinion of the
Sub-advisor, the securities of a particular company will be recognized and
appreciate in value due to a specific development, such as a technological
breakthrough, management change or new product at that company. Investment in
"special situations" carries an additional risk of loss in the event that the
anticipated development does not occur or does not attract the expected
attention.

Other Investments:

Although the Sub-advisor expects to invest primarily in equity
securities, the Portfolio may also invest to a lesser degree in preferred
stocks, convertible securities, warrants, and debt securities when the Portfolio
perceives an opportunity for capital growth from such securities. The Portfolio
is subject to the following percentage limitations on investing in certain types
of debt securities:

In addition, the Portfolio may invest in the following types of securities and
engage in the following investment techniques:

Foreign Securities. The Portfolio may also purchase securities of
foreign issuers, including foreign equity and debt securities and depositary
receipts. Foreign securities are selected primarily on a stock-by-stock basis
without regard to any defined allocation among countries or geographic regions.
No more than 25% of the Portfolio's assets may be invested in foreign securities
denominated in foreign currencies and not publicly traded in the United States.

Futures, Options and Other Derivative Instruments. The Portfolio may
enter into futures contracts on securities, financial indices and foreign
currencies and options on such contracts and may invest in options on
securities, financial indices and foreign currencies, forward contracts and
interest rate swaps and swap-related products (collectively "derivative
instruments"). The Portfolio intends to use most derivative instruments
primarily to hedge the value of its portfolio against potential adverse
movements in securities prices, foreign currency markets or interest rates. To a
limited extent, the Portfolio may also use derivative instruments for
non-hedging purposes such as seeking to increase income. The Portfolio may also
use a variety of currency hedging techniques, including forward foreign currency
exchange contracts, to manage exchange rate risk with respect to investments
exposed to foreign currency fluctuations.

For more information on the types of securities other than common
stocks in which the Portfolio may invest, see this Prospectus under "Certain
Risk Factors and Investment Methods."

Temporary Investments. The Sub-advisor may increase the Portfolio's
cash position without limitation when the Sub-advisor is of the opinion that
appropriate investment opportunities for capital growth with desirable
risk/reward characteristics are unavailable. Cash and similar investments
(whether made for defensive purposes or to receive a return on idle cash) will
include high-grade commercial paper, certificates of deposit, repurchase
agreements and money market funds managed by the Sub-advisor. While the
Portfolio is in a defensive position, the opportunity to achieve its investment
objective of capital growth will be limited.

<PAGE>

AST INVESCO Equity Income Portfolio:

Investment Objective: The investment objective of the Portfolio is to seek high
current income while following sound investment practices. This is a fundamental
policy of the Portfolio. Capital growth potential is an additional, but
secondary, consideration in the selection of portfolio securities.

Principal Investment Policies and Risks:

The Portfolio seeks to achieve its objective by investing in securities
that will provide a relatively high yield and stable return and that, over a
period of years, may also provide capital appreciation. The Portfolio normally
will invest at least 65% of its assets in dividend-paying common stocks of
domestic and foreign issuers. Up to 10% of the Portfolio's assets may be
invested in equity securities that do not pay regular dividends. In addition,
the Portfolio normally will have some portion of its assets invested in debt
securities, convertible bonds, or preferred stocks. The Portfolio may invest up
to 25% of its total assets in foreign securities, including securities of
issuers in countries considered to be developing. These foreign investments may
serve to increase the overall risks of the Portfolio.

The Portfolio's investments in common stocks may, of course, decline in
value, which will result in declines in the Portfolio's share price. Such
declines could be substantial. To minimize the risk this presents, the
Sub-advisor only invests in common stocks and equity securities of domestic and
foreign issuers that are marketable; and will not invest more than 5% of the
Portfolio's assets in the securities of any one company or more than 25% of the
Portfolio's assets in any one industry. In light of the Portfolio's focus on
income producing stocks, its risk and share price fluctuation (and potential for
gain) may be less than many other stock funds.

Debt Securities. The Portfolio's investments in debt securities will
generally be subject to both credit risk and market risk. Credit risk relates to
the ability of the issuer to meet interest or principal payments, or both, as
they come due. Market risk relates to the fact that the market values of debt
securities in which the Portfolio invests generally will be affected by changes
in the level of interest rates. An increase in interest rates will tend to
reduce the market values of debt securities, whereas a decline in interest rates
will tend to increase their values. Although the Sub-advisor will limit the
Portfolio's debt security investments to securities it believes are not highly
speculative, both kinds of risk are increased by investing in debt securities
rated below the top four grades by Standard & Poor's Corporation or Moody's
Investors Services, Inc., or equivalent unrated debt securities ("junk bonds").

In order to decrease its risk in investing in debt securities, the
Portfolio will invest no more than 15% of its assets in junk bonds, and in no
event will the Portfolio ever invest in a debt security rated below Caa by
Moody's or CCC by Standard & Poor's. While the Sub-advisor will monitor all of
the debt securities in the Portfolio for the issuers' ability to make required
principal and interest payments and other quality factors, the Sub-advisor may
retain in the Portfolio a debt security whose rating is changed to one below the
minimum rating required for purchase of such a security. For a discussion of the
special risks involved in lower-rated bonds, see this Prospectus under "Certain
Risk Factors and Investment Methods."

Temporary Investments:

In periods of uncertain market and economic conditions, the Portfolio
may assume a defensive position with up to 100% of its assets temporarily
invested in high quality corporate bonds or notes or government securities, or
held in cash. While the Portfolio is in a defensive position, the opportunity to
achieve its investment objective may be limited.

<PAGE>

AST T. ROWE PRICE INTERNATIONAL BOND PORTFOLIO:

Investment Objective: The investment objective of the Portfolio is to provide
high current income and capital growth by investing in high-quality, non
dollar-denominated government and corporate bonds outside the United States.
This is a fundamental policy of the Portfolio.

Principal Investment Policies and Risks:

To achieve its objectives, the Portfolio will invest at least 65% of
its assets in high-quality, non-U.S. dollar denominated government and corporate
bonds outside the United States. The Portfolio seeks to moderate price
fluctuation by actively managing its maturity structure and currency exposure.
The Sub-advisor bases its investment decisions on fundamental market factors,
currency trends, and credit quality. The Portfolio generally invests in
countries where the combination of fixed-income returns and currency exchange
rates appears attractive, or, if the currency trend is unfavorable, where the
Sub-advisor believes that the currency risk can be minimized through hedging.

Like any fixed income fund, the value of the Portfolio will fluctuate
in response to changes in market interest rates and the credit quality of
particular companies. International fixed income investing, however, involves
additional risks that can increase the potential for losses. These additional
risks include varying stages of economic and political development of foreign
countries, differing regulatory and accounting standards in non-U.S. markets,
and higher transactions cost. Because the Portfolio's investments are primarily
denominated in foreign currencies, exchange rates are also likely to have a
significant impact on total Portfolio performance. For example, a rise in the
U.S. dollar's value relative to the Japanese yen will decrease the U.S. dollar
value of a Japanese bond held in the Portfolio, even though the price of that
bond in yen remains unchanged. Therefore, because of these currency risks and
the risks of investing in foreign securities generally, the Portfolio will
involve a greater degree of risk and share price fluctuation than a fund
investing primarily in domestic fixed income securities. In addition, the
Portfolio's focus on longer maturity bonds will tend to cause greater
fluctuations in value when interest rates change.

Types of Debt Securities. The Portfolio's investments in debt
securities may include securities issued or guaranteed by foreign governments,
their agencies, instrumentalities or political subdivisions, securities issued
or guaranteed by supranational organizations (e.g., European Investment Bank,
InterAmerican Development Bank or the World Bank), bank or bank holding company
securities, and convertible debt securities.

The Portfolio may invest in zero coupon securities, which are
securities that are purchased at a discount from their face value, but that do
not make cash interest payments. Zero coupon securities are subject to greater
fluctuation in market value as a result of changing interest rates than debt
obligations that make current cash interest payments.

The Portfolio may invest in Brady Bonds, which are used to as a means
of restructuring the external debt burden of certain emerging countries. Even if
the bonds are collateralized, they are often considered speculative investments
because of the country's credit history or other factors. The Portfolio may
purchase the securities of certain foreign investment funds or trusts called
passive foreign investment companies. Such trusts have been the only or primary
way to invest in certain countries. In addition to bearing their proportionate
share of the Trust's expenses, shareholders will also indirectly bear similar
expenses of such trusts.

Nondiversified Investment Company. The Portfolio intends to select its
investments from a number of country and market sectors, and intends to have
investments in securities of issuers from a minimum of three different
countries. However, the Portfolio is considered a "nondiversified" investment
company for purposes of the Investment Company Act of 1940. As such, the
Portfolio may invest more than 5% of its assets in the fixed-income securities
of individual foreign governments. The Portfolio generally will not invest more
than 5% of its assets in any individual corporate issuer, except with respect to
certain short-term investments. As a nondiversified fund, a price decline in any
one of the Portfolio's holdings may have a greater effect on the Portfolio's
value than on the value of a fund that is more broadly diversified.

Other Investments:

The Portfolio may buy and sell futures contracts (and related options)
for a number of reasons including: to manage exposure to changes in interest
rates, securities prices and currency exchange rates; as an efficient means of
adjusting overall exposure to certain markets; to earn income; to protect the
value of portfolio securities; and to adjust the portfolio's duration. The
Portfolio may purchase or write call and put options on securities, financial
indices, and foreign currencies. The Portfolio may invest up to 10% of its total
assets in hybrid instruments, which combine the characteristics of futures,
options and securities.

Additional information on the securities in which the Portfolio may
invest and their risks in included below under "Certain Risk Factors and
Investment Methods."

Temporary Investments. To protect against adverse movements of interest
rates, the Portfolio may invest without limit in short-term obligations
denominated in U.S. and foreign currencies such as certain bank obligations,
commercial paper, short-term government and corporate obligations, and
repurchase agreements. Cash reserves also provide flexibility in meeting
redemptions and paying expenses. While the Portfolio is in a defensive position,
the opportunity to achieve its investment objective of high current income and
capital growth may be limited.

<PAGE>

PORTFOLIO TURNOVER:

Each Portfolio may sell its portfolio securities, regardless of the
length of time that they have been held, if the Sub-advisor and/or the
Investment Manager determines that it would be in the Portfolio's best interest
to do so. It may be appropriate to buy or sell portfolio securities due to
economic, market, or other factors that are not within the Sub-advisor's or
Investment Manager's control. Such transactions will increase a Fund's
"portfolio turnover." A 100% portfolio turnover rate would occur if all of the
securities in a portfolio of investments were replaced during a given period.

Although turnover rates may vary substantially from year to year, it is
anticipated that the following Portfolios regularly may have annual rates of
turnover exceeding 100%:

AST Janus Small-Cap Growth Portfolio
AST Neuberger Berman Mid-Cap Value Portfolio
AST JanCap Growth Portfolio
AST T. Rowe Price International Bond Portfolio

A high rate of portfolio turnover involves correspondingly higher
brokerage commission expenses and other transaction costs, which are borne by a
Portfolio and will reduce its performance.

NET ASSET VALUE:

The net asset value per share ("NAV") of each Portfolio is determined
as of the close of the New York Stock Exchange (the "NYSE") (normally 4:00 p.m.
Eastern Time) on each day that the NYSE is open for business. NAV is determined
by dividing the value of a Portfolio's total assets, less any liabilities, by
the number of total shares of that Portfolio outstanding. In general, the assets
of each Portfolio are valued on the basis of market quotations. However, in
certain circumstances where market quotations are not readily available or are
believed to be inaccurate, assets are valued by methods that are believed to
accurately reflect their fair value. Because NAV is calculated and purchases may
be made only on business days, and because securities traded on foreign
exchanges may trade on other days, the value of a Portfolio's investments may
change on days when shares cannot be purchased or redeemed.

PURCHASE AND REDEMPTION OF SHARES:

Purchases of shares of the Portfolios may be made only by separate
accounts of Participating Insurance Companies for the purpose of investing
assets attributable to variable annuity contracts and variable life insurance
policies ("contractholders"), or by qualified plans. The separate accounts of
the Participating Insurance Companies place orders to purchase and redeem shares
of the Trust based on, among other things, the amount of premium payments to be
invested and the amount of surrender and transfer requests to be effected on
that day under the variable annuity contracts and variable life insurance
policies. Orders are effected on days on which the NYSE is open for trading.
Orders received before 4:00 P.M. Eastern time are effected at the NAV determined
as of 4:00 P.M. Eastern Time on that same day. Orders received after 4:00 P.M.
Eastern Time are effected at the NAV calculated the next business day. Payment
for redemptions will be made within seven days after the request is received.
The Trust does not assess any fees, either when it sells or when it redeems its
securities. However, surrender charges, mortality and expense risk fees and
other charges may be assessed by Participating Insurance Companies under the
variable annuity contracts or variable life insurance policies. Please refer to
the prospectuses for the variable annuity contracts and variable insurance
policies for further information on these fees.

As of the date of this Prospectus, American Skandia Life Assurance
Corporation ("ASLAC") and Kemper Investors Life Insurance Company are the only
Participating Insurance Companies. The profit sharing plan covering employees of
ASLAC and its affiliates, which is a retirement plan qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended, also may directly own
shares of the Trust. Certain conflicts of interest may arise as a result of
investment in the Trust by various insurance companies for the benefit of their
contractholders and by various qualified plans. These conflicts could arise
because of differences in the tax treatment of the various investors, because of
actions of the Participating Insurance Companies and/or the qualified plans, or
other reasons. The Trust does not currently expect that any material conflicts
of interest will arise. Nevertheless, the Trustees intend to monitor events in
order to identify any material irreconcilable conflicts and to determine what
action, if any, should be taken in response to such conflicts. Should any
conflict arise that would require a substantial amount of assets to be withdrawn
from the Trust, orderly portfolio management could be disrupted.

MANAGEMENT OF THE TRUST:

Investment Manager: American Skandia Investment Services, Incorporated
("ASISI"), One Corporate Drive, Shelton, Connecticut, acts as Investment Manager
to the Trust. ASISI has served as Investment Manager since 1992, and currently
serves as Investment Manager to a total of 44 investment company portfolios
(including the Portfolios of the Trust). ASISI is an indirect wholly-owned
subsidiary of Skandia Insurance Company Ltd. ("Skandia"). Skandia is a Swedish
company that owns, directly or indirectly, a number of insurance companies in
many countries. The predecessor to Skandia commenced operations in 1855.

The Trust's Investment Management Agreements with ASISI (the
"Management Agreements") provide that ASISI will furnish each applicable
Portfolio with investment advice and administrative services subject to the
supervision of the Board of Trustees and in conformity with the stated policies
of the applicable Portfolio. The Investment Manager has engaged Sub-advisors to
conduct the investment programs of each Portfolio, including the purchase,
retention and sale of portfolio securities. The Investment Manager is
responsible for monitoring the activities of the Sub-advisors and reporting on
such activities to the Trustees. The Investment Manager must also provide, or
obtain and supervise, the executive, administrative, accounting, custody,
transfer agent and shareholder servicing services that are deemed advisable by
the Trustees.

The Trust has filed with the Securities and Exchange Commission an
application for an order which, if granted, would permit ASISI, subject to
approval by the Board of Trustees of the Trust, to change sub-advisors for a
Portfolio in the future, and to permit ASISI to enter into new sub-advisory
agreements, without obtaining shareholder approval of the changes. This order
(which has been granted to other investment companies that are organized in a
similar manner as the Trust) is intended to facilitate the efficient supervision
and management of the sub-advisors by ASISI and the Trustees.

Sub-advisors:

Rowe Price-Fleming International, Inc. ("Price-Fleming"), 100 East Pratt
Street, Baltimore, Maryland 21202, serves as Sub-advisor for the AST T. Rowe
Price International Equity Portfolio and the AST T. Rowe Price International
Bond Portfolio. Price-Fleming was founded in 1979 as a joint venture between T.
Rowe Price Associates, Inc. and Robert Fleming Holdings Limited. Price-Fleming
is one of the world's largest international mutual fund asset managers with
approximately $32 billion under management as of December 31, 1998 in its
offices in Baltimore, London, Tokyo, Hong Kong, Singapore and Buenos Aires. Each
Portfolio has an investment advisory group that has day-to-day responsibility
for managing the Portfolio and developing and executing the Portfolio's
investment program.

The advisory group for the AST T. Rowe Price International Equity Portfolio
consists of Martin G. Wade, Mark C.J. Bickford-Smith, Robert W. Smith, John R.
Ford, James B.M. Seddon, and David J.L. Warren. Martin Wade joined Price-Fleming
in 1979 and has 27 years of experience with Fleming Group (Fleming Group
includes Robert Fleming Holdings Ltd. and/or Jardine Fleming International
Holdings Ltd.) in research, client service and investment management. Mark C.J.
Bickford-Smith joined Price-Fleming in 1995 has 14 years experience with the
Fleming Group in research and financial analysis. Robert W. Smith joined
Price-Fleming in 1996, and had been with T. Rowe Price since 1992. He has 12
years experience in financial analysis. John R. Ford joined Price-Fleming in
1982 and has 17 years of experience with Fleming Group in research and portfolio
management. James B.M. Seddon joined Price-Fleming in 1987 and has 12 years of
experience in investment management. David J.L. Warren joined Price-Fleming in
1984 and has 17 years experience in equity research, fixed income research and
portfolio management.

The advisory group for the AST T. Rowe Price International Bond
Portfolio consists of Peter Askew, Christopher Rothery and Michael Conelius.
Peter Askew joined Price-Fleming in 1988 and has 22 years of experience managing
multi-currency fixed-income portfolios. Christopher Rothery joined Price-Fleming
in 1994 and has 9 years of experience managing multi-currency fixed-income
portfolios. Prior to joining Price-Fleming, he worked with Fleming International
Fixed Income Management Limited. Michael Conelius joined Price-Fleming in 1995.
Prior to that, he had been with T. Rowe Price since 1988.

<PAGE>

Janus Capital Corporation ("Janus"), 100 Fillmore Street, Denver,
Colorado 80206-4923, serves as Sub-advisor for the AST Janus Small-Cap Growth
Portfolio and the AST JanCap Growth Portfolio. Janus serves as investment
advisor to the Janus Funds, as well as advisor or sub-advisor to several other
mutual funds and individual, corporate, charitable and retirement accounts. As
of December 31, 1998, Janus managed assets worth over $106 billion.

The AST Janus Small-Cap Growth Portfolio is managed by a management
team consisting of James P. Craig, William Bales and Jonathan Coleman. The
management team has managed the Portfolio since Janus became the Portfolio's
sub-advisor in January 1999. James P. Craig, III is Chief Investment Officer of
Janus Capital. He joined Janus in May 1983. William H. Bales has been a research
analyst with Janus since 1993, focusing primarily on the transportation,
consumer products and restaurant industries. He joined Janus in September 1991.
Jonathan D. Coleman has been a research analyst with Janus since July 1994,
focusing primarily on the railroad, computer, healthcare and financial services
industries. Prior to joining Janus, Mr. Coleman was a Fulbright Fellow from
August 1993 until June 1994.

The portfolio manager responsible for management of the AST JanCap Growth
Portfolio is Scott W. Schoelzel. Mr. Schoelzel, a Senior Portfolio Manager at
Janus who has managed the Portfolio since August, 1997, joined Janus in January,
1994 as Vice President of Investments.

Neuberger Berman Management Inc. ("NB Management"), 605 Third Avenue,
New York, NY 10158, serves as sub-advisor for the AST Neuberger Berman Mid-Cap
Value Portfolio. NB Management and its predecessor firms have specialized in the
management of mutual funds since 1950. Neuberger Berman, LLC, an affiliate of NB
Management, acts as a principal broker in the purchase and sale of portfolio
securities for the Portfolios for which it serves as Sub-advisor, and provides
NB Management with certain assistance in the management of the Portfolios
without added cost to the Portfolios or ASISI. NB Management and its affiliates
manage securities accounts, including mutual funds, that had approximately $55
billion of assets as of December 31, 1998.

The portfolio managers responsible for the day-to-day management of AST
Neuberger Berman Mid-Cap Value Portfolio are Michael M. Kassen, Robert I.
Gendelman and S. Basu Mullick. Mr. Kassen and Mr. Gendelman have been managing
the Portfolio since NB Management became the Portfolio's Sub-Advisor in May
1998, and Mr. Mullick has been managing the Portfolio since October 1998. Mr.
Kassen has been a Vice President of NB Management since December 1992, and was
an employee of NB Management from 1990 to December 1992. Mr. Gendelman joined NB
Management in 1994, where he is currently a Vice President. Mr. Mullick has been
a Vice President of NB Management since October 1998. From 1993 to 1998, Mr.
Mullick was a portfolio manager for a prominent investment adviser.

INVESCO Funds Group, Inc. ("INVESCO"), 7800 East Union Avenue, P.O. Box
173706, Denver, Colorado 80217-3706, serves as Sub-advisor for the AST INVESCO
Equity Income Portfolio. INVESCO was established in 1932. AMVESCAP PLC, the
parent of INVESCO, is one of the largest independent investment management
businesses in the world and managed approximately $258 billion of assets as of
December 31, 1998.

The portfolio managers responsible for management of the Portfolio are
Charles P. Mayer and Donovan J. (Jerry) Paul. Mr. Mayer has served as Co-Manager
of the Portfolio since April, 1993. Mr. Mayer began his investment career in
1969 and is now a director and senior vice president of INVESCO. From 1993 to
1994, he was vice president of INVESCO. Mr. Paul has served as Co-Manager of the
Portfolio since May 1994. Mr. Paul entered the investment management industry in
1976, and has been a senior vice president of INVESCO since 1994. From 1993 to
1994, he was president of Quixote Investment Management, Inc.

<PAGE>

Fees and Expenses:

Investment Management Fees. ASISI receives a fee, payable each month,
for the performance of its services. ASISI pays each Sub-advisor a portion of
such fee for the performance of the Sub-advisory services at no additional cost
to any Portfolio. The Investment Management fee for each Portfolio will differ,
reflecting the differing objectives, policies and restrictions of each
Portfolio. Each Portfolio's fee is accrued daily for the purposes of determining
the sale and redemption price of the Portfolio's shares. The fees paid to ASISI
for the fiscal year ended December 31, 1998 by each Portfolio that was in
operation for that entire fiscal year, stated as a percentage of the Portfolio's
average daily net assets, were as follows:

<TABLE>
<CAPTION>
Portfolio: Annual Rate:

<S> <C>
AST T. Rowe Price International Equity Portfolio: 1.00%
AST Janus Small-Cap Growth Portfolio: 0.90%
AST Neuberger Berman Mid-Cap Value Portfolio:1 0.82%
AST JanCap Growth Portfolio: 0.87%
AST INVESCO Equity Income Portfolio: 0.75%
AST T. Rowe Price International Bond Portfolio: 0.80%
</TABLE>

1 Prior to May 1, 1998, Federated Investment Counseling served as
Sub-advisor for the Portfolio (formerly the Federated Utility Income Portfolio).
Under the new Investment Management Agreement for the Portfolio, fees are
payable at an annual rate of .90% of the portion of the average daily net assets
of the Portfolio not in excess of $1 billion; plus .85% of the portion of the
net assets over $1 billion.

For more information about investment management fees, including
voluntary fee waivers and the fee rates applicable at various asset levels, and
the fees payable by ASISI to each of the Sub-advisors, please see the Trust's
SAI under "Investment Advisory and Other Services."

Other Expenses. In addition to Investment Management fees, each
Portfolio pays other expenses, including costs incurred in connection with the
maintenance of its securities law registrations, printing and mailing
prospectuses and statements of additional information to shareholders, certain
office and financial accounting services, taxes or governmental fees, brokerage
commissions, custodial, transfer and shareholder servicing agent costs, expenses
of outside counsel and independent accountants, preparation of shareholder
reports and expenses of trustee and shareholder meetings. The Trust may also pay
Participating Insurance Companies for printing and delivery of certain documents
(including prospectuses, semi-annual and annual reports and any proxy materials)
to holders of variable annuity contracts and variable life insurance policies
whose assets are invested in the Trust. Expenses not directly attributable to
any specific Portfolio or Portfolios are allocated on the basis of the net
assets of the Portfolios.

Distribution Plan. Subject to shareholder approval, the Trust has
adopted a Distribution Plan (the "Distribution Plan") under Rule 12b-1 under the
Investment Company Act of 1940 to permit American Skandia Marketing, Inc.
("ASM"), an affiliate of ASISI, to receive brokerage commissions in connection
with purchases and sales of securities held by the Portfolios, and to use these
commissions to promote the sale of shares of the Portfolios. Under the
Distribution Plan, transactions for the purchase and sale of securities for a
Portfolio may be directed to certain brokers for execution ("clearing brokers")
who have agreed to pay part of the brokerage commissions received on these
transactions to ASM for "introducing" transactions to the clearing broker. In
turn, ASM will use the brokerage commissions received as an introducing broker
to pay various distribution-related expenses, such as advertising, printing of
sales materials, and payments to dealers. No Portfolio will pay any new fees or
charges resulting from the Distribution Plan, nor is it expected that the
brokerage commissions paid by a Portfolio will increase as the result of
implementation of the Distribution Plan.

TAX MATTERS:

Each Portfolio intends to distribute substantially all its net
investment income. Dividends from investment income are expected to be declared
and distributed annually, although the Trustees of the Trust may decide to
declare dividends at other intervals. Similarly, any net realized long- and
short-term capital gains of each Portfolio will be declared and distributed at
least annually either during of after the close of the Portfolio's fiscal year.
Distributions will be made to the various separate accounts of the Participating
Insurance Companies and to qualified plans (not to holders of variable insurance
contracts or to plan participants) in the form of additional shares (not in
cash). The result is that the investment performance of the Portfolios, either
in the form of dividends or capital gains, will be reflected in the value of the
variable contracts or the qualified plans.

Holders of variable annuity contracts or variable life insurance
policies should consult the prospectuses of their respective contracts or
policies for information on the federal income tax consequences to such holders,
and plan participants should consult any applicable plan documents for
information on the federal income tax consequences to such participants. In
addition, variable contract owners and qualified plan participants may wish to
consult with their own tax advisors as to the tax consequences of investments in
the Trust, including the application of state and local taxes.

<PAGE>

This page has been intentionally left blank.

<PAGE>

FINANCIAL HIGHLIGHTS: The financial highlights table is intended to help you
understand the Portfolios' financial performance for the past five years (or,
for Portfolios that have not been in operation for five years, since their
inceptions). Certain information reflects financial results for a single
Portfolio share. The total returns in the table represent the rate that an
investor would have earned or lost on an investment on an investment in a
Portfolio. The information has been audited by Deloitte & Touche LLP, the
Trust's independent auditors. The report of the independent auditors, along with
the Portfolios' financial statements, are included in the annual reports of the
separate accounts funding the variable annuity contracts and variable life
insurance policies, which are available without charge upon request to the Trust
at One Corporate Drive, Shelton, Connecticut or by calling (800) 752-6342.

- ---------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) FROM
______INVESTMENT OPERATIONS____ _________LESS DISTRIBUTIONS_____

Net Asset Net Net Asset
Year Value Investment Net Realized Total From From Net From Net Value
Ended Beginning Income & Unrealized Investment Investment Realized Total End
Portfolio December 31, of Period (Loss) Gain (Loss) Operations Income Gains Distributions of Period

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AST JanCap Growth 1998 $23.15 $0.04 $15.10 $15.14 $(0.08) $(1.21) $(1.29) $37.00
1997 18.79 0.06 5.16 5.22 (0.05) (0.81) (0.86) 23.15
1996 15.40 0.02 4.19 4.21 (0.02) (0.80) (0.82) 18.79
1995 11.22 0.06 4.18 4.24 (0.06) -- (0.06) 15.40
1994 11.78 0.06 (0.59) (0.53) (0.03) -- (0.03) 11.22

AST Neuberger Berman 1998 $15.15 $0.21 $(0.52) $(0.31) $(0.36) $(1.32) $(1.68) $13.16
Mid-Cap Value* 1997 12.83 0.32 2.87 3.19 (0.36) (0.51) (0.87) 15.15
1996 11.94 0.36 0.97 1.33 (0.44) -- (0.44) 12.83
1995 9.87 0.40 2.09 2.49 (0.42) -- (0.42) 11.94
1994 10.79 0.46 (1.20) (0.74) (0.16) (0.02) (0.18) 9.87

AST INVESCO Equity 1998 $16.51 $0.31 $1.81 $2.12 $(0.32) $(0.81) $(1.13) $17.50
Income 1997 13.99 0.31 2.84 3.15 (0.26) (0.37) (0.63) 16.51
1996 12.50 0.27 1.79 2.06 (0.24) (0.33) (0.57) 13.99
1995 9.75 0.25 2.65 2.90 (0.15) -- (0.15) 12.50
1994(2) 10.00 0.16 (0.41) (0.25) -- -- -- 9.75

AST Janus 1998 $17.81 $(0.05) $0.73 $0.65 $-- $(0.85) $(0.85) $17.61
Small-Cap Growth** 1997 16.80 (0.05) 1.06 1.01 -- -- -- 17.81
1996 14.25 (0.03) 2.85 2.82 -- (0.27) (0.27) 16.80
1995 10.84 (0.04) 3.54 3.50 (0.09) -- (0.09) 14.25
1994(2) 10.00 0.11 0.73 0.84 -- -- -- 10.84
</TABLE>

- --------------------------------------------------------------------------------
(1) Annualized.

(2) Commenced operations on January 4, 1994. * Prior to May 1, 1998, Federated
Investment Counseling served as Sub-advisor to the AST Neuberger Berman Mid-Cap
Value Portfolio (formerly, the Federated Utility Income Portfolio). Neuberger
Berman Management, Incorporated has served as Sub-advisor to the Portfolio since
May 1, 1998.

** Prior to January 1, 1998, Founders Asset Management LLC served as Sub-advisor
to the AST Janus Small-Cap Growth Portfolio (formerly, the Founders Capital
Appreciation Portfolio). Janus Capital Corporation has served as Sub-advisor to
the Portfolio since January 1, 1998.

<PAGE>

- -----------------------------------------------------------------------------------------------------------------------------------
Ratios of Expenses Ratios of Net Investment Income
_______________Supplemental Data_________________ _____to Average Net Assets________ ____(Loss) to Average Net Assets___

After Advisory Before Advisory After Advisory Before Advisory
Net Assets at Portfolio Fee Waiver Fee Waiver Fee Waiver Fee Waiver
Total End of Period Turnover and Expense and Expense and Expense and Expense
Return (in 000's) Rate Reimbursement Reimbursement Reimbursement Reimbursement

<S> <C> <C> <C> <C> <C> <C> <C>
68.26% $3,255,658 42% 1.02% 1.04% 0.16% 0.13%
28.66% 1,511,563 94% 1.07% 1.08% 0.24% 0.23%
28.36% 892,324 79% 1.10% 1.10% 0.25% 0.25%
37.98% 431,321 113% 1.12% 1.12% 0.51% 0.51%
(4.51%) 245,645 94% 1.18% 1.18% 0.62% 0.62%

(2.33%) $271,968 208% 1.05% 1.05% 1.83% 1.83%
26.42% 201,143 91% 0.90% 0.90% 3.34% 3.34%
11.53% 123,138 81% 0.93% 0.93% 3.14% 3.14%
26.13% 107,399 71% 0.93% 0.93% 4.58% 4.58%
(6.95%) 71,205 54% 0.99% 0.99% 5.11% 5.11%

13.34% $831,482 67% 0.93% 0.93% 2.17% 2.17%
23.33% 602,105 73% 0.95% 0.95% 2.54% 2.54%
17.09% 348,680 58% 0.98% 0.98% 2.83% 2.83%
30.07% 176,716 89% 0.98% 0.98% 3.34% 3.34%
(2.50%) 65,201 63% 1.14%(1) 1.14%(1) 3.41%(1) 3.41%(1)

3.49% $285,847 100% 1.12% 1.12% (0.53%) (0.53%)
6.01% 278,258 77% 1.13% 1.13% (0.32%) (0.32%)
20.05% 220,068 69% 1.16% 1.16% (0.38%) (0.38%)
32.56% 90,460 68% 1.22% 1.22% (0.28%) (0.28%)
8.40% 28,559 198% 1.30%(1) 1.55%(1) 2.59%(1) 2.34%(1)

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

AMERICAN SKANDIA TRUST

FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AST T. Rowe Price 1998 $12.09 $0.08 $1.59 $1.67 $(0.14) $(0.23) $(0.37) $13.39
International Equity 1997 12.07 0.09 0.08 0.17 (0.07) (0.08) (0.15) 12.09
1996 10.65 0.06 1.44 1.50 (0.08) -- (0.08) 12.07
1995 9.62 0.07 0.99 1.06 (0.01) (0.02) (0.03) 10.65
1994(3) 10.00 0.02 (0.40) (0.38) -- -- -- 9.62

AST T. Rowe Price 1998 $10.11 $0.52 $0.94 $1.46 $(0.03) $(0.08) $(0.11) $11.46
International Bond 1997 10.90 0.20 (0.57) (0.37) (0.16) (0.26) (0.42) 10.11
1996 10.60 0.23 0.38 0.61 (0.14) (0.17) (0.31) 10.90
1995 9.68 0.31 0.75 1.06 (0.14) -- (0.14) 10.60
1994(4) 10.00 0.27 (0.59) (0.32) -- -- -- 9.68

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Annualized.
(3) Commenced operations on January 4, 1994.
(4) Commenced operations on May 3, 1994.

<PAGE>

- ---------------------------------------------------------------------------------------------------------------------------
Ratios of Expenses Ratios of Net Investment Income
_______________Supplemental Data_________________ _____to Average Net Assets________ ____(Loss) to Average Net Assets___

<S> <C> <C> <C> <C> <C> <C> <C>
14.03% $472,161 32% 1.25% 1.25% 0.60% 0.60%
1.36% 464,456 19% 1.26% 1.26% 0.71% 0.71%
14.17% 402,559 11% 1.30% 1.30% 0.84% 0.84%
11.09% 195,667 17% 1.33% 1.33% 1.03% 1.03%
(3.80%) 108,751 16% 1.75%(1) 1.77%(1) 0.45%(1) 0.43%(1)

14.72% $147,973 136% 1.11% 1.11% 4.78% 4.78%
(3.42%) 130,408 173% 1.11% 1.11% 4.73% 4.73%
5.98% 98,235 241% 1.21% 1.21% 5.02% 5.02%
11.10% 45,602 325% 1.53% 1.53% 6.17% 6.17%
(3.20%) 15,218 163% 1.68%(1) 1.68%(1) 7.03%(1) 7.03%(1)

- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

CERTAIN RISK FACTORS AND INVESTMENT METHODS:

The following is a description of certain securities and investment
methods that the Portfolios may invest in or use, and certain of the risks
associated with such securities and investment methods. The primary investment
focus of each Portfolio is described above under "Investment Objective and
Policies" and an investor should refer to that section to obtain information
about each Portfolio. In general, whether a particular Portfolio may invest in a
specific type of security or use an investment method is described above or in
the Company's SAI under "Investment Programs of the Funds." As noted below,
however, certain risk factors and investment methods apply to all or most of the
Portfolios.

DERIVATIVE INSTRUMENTS:

To the extent permitted by the investment objectives and policies of a
Portfolio, a Portfolio may invest in securities and other instruments that are
commonly referred to as "derivatives." For instance, a Portfolio may purchase
and write (sell) call and put options on securities, securities indices and
foreign currencies, enter into futures contracts and use options on futures
contracts, and enter into swap agreements with respect to foreign currencies,
interest rates, and securities indices. In general, derivative instruments are
securities or other instruments whose value is derived from or related to the
value of some other instrument or asset.

There are many types of derivatives and many different ways to use
them. Some derivatives and derivative strategies involve very little risk, while
others can be extremely risky and can lead to losses in excess of the amount
invested in the derivative. A Portfolio may use derivatives to hedge against
changes in interest rates, foreign currency exchange rates or securities prices,
to generate income, as a low cost method of gaining exposure to a particular
securities market without investing directly in those securities, or for other
reasons.

The use of these strategies involves certain special risks, including
the risk that the price movements of derivative instruments will not correspond
exactly with those of the investments from which they are derived. In addition,
strategies involving derivative instruments that are intended to reduce the risk
of loss can also reduce the opportunity for gain. Furthermore, regulatory
requirements for a Portfolio to set aside assets to meet its obligations with
respect to derivatives may result in a Portfolio being unable to purchase or
sell securities when it would otherwise be favorable to do so, or in a Portfolio
needing to sell securities at a disadvantageous time. A Portfolio may also be
unable to close out its derivatives positions when desired. There is no
assurance that a Portfolio will engage in derivative transactions. Certain
derivative instruments and some of their risks are described in more detail
below.

Options. Most of the Portfolios may purchase or write (sell) call or
put options on securities, financial indices or currencies. The purchaser of an
option on a security or currency obtains the right to purchase (in the case of a
call option) or sell (in the case of a put option) the security or currency at a
specified price within a limited period of time. Upon exercise by the purchaser,
the writer (seller) of the option has the obligation to buy or sell the
underlying security at the exercise price. An option on a securities index is
similar to an option on an individual security, except that the value of the
option depends on the value of the securities comprising the index, and all
settlements are made in cash.

A Portfolio will pay a premium to the party writing the option when it
purchases an option. In order for a call option purchased by a Portfolio to be
profitable, the market price of the underlying security must rise sufficiently
above the exercise price to cover the premium and other transaction costs.
Similarly, in order for a put option to be profitable, the market price of the
underlying security must decline sufficiently below the exercise price to cover
the premium and other transaction costs.

Generally, the Portfolios will write call options only if they are
covered (i.e., the Fund owns the security subject to the option or has the right
to acquire it without additional cost). By writing a call option, a Portfolio
assumes the risk that it may be required to deliver a security for a price lower
than its market value at the time the option is exercised. Effectively, a
Portfolio that writes a covered call option gives up the opportunity for gain
above the exercise price should the market price of the underlying security
increase, but retains the risk of loss should the price of the underlying
security decline. A Portfolio will write call options in order to obtain a
return from the premiums received and will retain the premiums whether or not
the options are exercised, which will help offset a decline in the market value
of the underlying securities. A Portfolio that writes a put option likewise
receives a premium, but assumes the risk that it may be required to purchase the
underlying security at a price in excess of its current market value.

A Portfolio may sell an option that it has previously purchased prior
to the purchase or sale of the underlying security. Any such sale would result
in a gain or loss depending on whether the amount received on the sale is more
or less than the premium and other transaction costs paid on the option. A
Portfolio may terminate an option it has written by entering into a closing
purchase transaction in which it purchases an option of the same series as the
option written.

Futures Contracts and Related Options. Each Portfolio (except the AST
Neuberger Berman Mid-Cap Value Portfolio and the AST INVESCO Equity Income
Portfolio) may enter into financial futures contracts and related options. The
seller of a futures contract agrees to sell the securities or currency called
for in the contract and the buyer agrees to buy the securities or currency at a
specified price at a specified future time. Financial futures contracts may
relate to securities indices, interest rates or foreign currencies. Futures
contracts are usually settled through net cash payments rather than through
actual delivery of the securities underlying the contract. For instance, in a
stock index futures contract, the two parties agree to take or make delivery of
an amount of cash equal to a specified dollar amount times the difference
between the stock index value when the contract expires and the price specified
in the contract. A Portfolio may use futures contracts to hedge against
movements in securities prices, interest rates or currency exchange rates, or as
an efficient way to gain exposure to these markets.

An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in the contract at the
exercise price at any time during the life of the option. The writer of the
option is required upon exercise to assume the opposite position.

Under regulations of the Commodity Futures Trading Commission ("CFTC"),
no Portfolio will:

(i) purchase or sell futures or options on futures contracts or stock
indices for purposes other than bona fide hedging transactions (as defined by
the CFTC) if as a result the sum of the initial margin deposits and premiums
required to establish positions in futures contracts and related options that do
not fall within the definition of bona fide hedging transactions would exceed 5%
of the fair market value of each Portfolio's net assets; and

(ii) enter into any futures contracts if the aggregate amount of that
Portfolio's commitments under outstanding futures contracts positions would
exceed the market value of its total assets.

Risks of Options and Futures Contracts. Options and futures contracts
can be highly volatile and their use can reduce a Portfolio's performance.
Successful use of these strategies requires the ability to predict future
movements in securities prices, interest rates, currency exchange rates, and
other economic factors. If a Sub-advisor seeks to protect a Portfolio against
potential adverse movements in the relevant financial markets using these
instruments, and such markets do not move in the predicted direction, the
Portfolio could be left in a less favorable position than if such strategies had
not been used. A Portfolio's potential losses from the use of futures extends
beyond its initial investment in such contracts.

Among the other risks inherent in the use of options and futures are
(a) the risk of imperfect correlation between the price of options and futures
and the prices of the securities or currencies to which they relate, (b) the
fact that skills needed to use these strategies are different from those needed
to select portfolio securities and (c) the possible need to defer closing out
certain positions to avoid adverse tax consequences. With respect to options on
stock indices and stock index futures, the risk of imperfect correlation
increases the more the holdings of the Portfolio differ from the composition of
the relevant index. These instruments may not have a liquid secondary market.
Option positions established in the over-the-counter market may be particularly
illiquid and may also involve the risk that the other party to the transaction
fails to meet its obligations.

FOREIGN SECURITIES:

Investments in securities of foreign issuers may involve risks that are
not present with domestic investments. While investments in foreign securities
can reduce risk by providing further diversification, such investments involve
"sovereign risks" in addition to the credit and market risks to which securities
generally are subject. Sovereign risks includes local political or economic
developments, potential nationalization, withholding taxes on dividend or
interest payments, and currency blockage (which would prevent cash from being
brought back to the United States). Compared to United States issuers, there is
generally less publicly available information about foreign issuers and there
may be less governmental regulation and supervision of foreign stock exchanges,
brokers and listed companies. Foreign issuers are not generally subject to
uniform accounting and auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic issuers. In some
countries, there may also be the possibility of expropriation or confiscatory
taxation, difficulty in enforcing contractual and other obligations, political
or social instability or revolution, or diplomatic developments that could
affect investments in those countries.

Securities of some foreign issuers are less liquid and their prices are
more volatile than securities of comparable domestic issuers. Further, it may be
more difficult for the Trust's agents to keep currently informed about corporate
actions and decisions that may affect the price of portfolio securities.
Brokerage commissions on foreign securities exchanges, which may be fixed, may
be higher than in the United States. Settlement of transactions in some foreign
markets may be less frequent or less reliable than in the United States, which
could affect the liquidity of investments. For example, securities that are
traded in foreign markets may trade on days (such as Saturday or Holidays) when
a Portfolio does not compute its price or accept purchase or redemption orders.
As a result, a shareholder may not be able to act on developments taking place
in foreign countries as they occur.

American Depositary Receipts ("ADRs"), European Depositary Receipts
("EDRs"), Global Depositary Receipts ("GDRs"), and International Depositary
Receipts ("IDRs"). ADRs are U.S. dollar-denominated receipts generally issued by
a domestic bank evidencing its ownership of a security of a foreign issuer. ADRs
generally are publicly traded in the United States. ADRs are subject to many of
the same risks as direct investments in foreign securities, although ownership
of ADRs may reduce or eliminate certain risks associated with holding assets in
foreign countries, such as the risk of expropriation. EDRs, GDRs and IDRs are
receipts similar to ADRs that typically trade in countries other than the United
States.

Depositary receipts may be issued as sponsored or unsponsored programs.
In sponsored programs, the issuer makes arrangements to have its securities
traded as depositary receipts. In unsponsored programs, the issuer may not be
directly involved in the program. Although regulatory requirements with respect
to sponsored and unsponsored programs are generally similar, the issuers of
unsponsored depositary receipts are not obligated to disclose material
information in the United States and, therefore, the import of such information
may not be reflected in the market value of such securities.

Developing Countries. Although none of the Portfolios invest primarily
in securities of issuers in developing countries, many of the Funds may invest
in these securities to some degree. Many of the risks described above with
respect to investing in foreign issuers are accentuated when the issuers are
located in developing countries. Developing countries may be politically and/or
economically unstable, and the securities markets in those countries may be less
liquid or subject to inadequate government regulation and supervision.
Developing countries have often experienced high rates of inflation or sharply
devalued their currencies against the U.S. dollar, causing the value of
investments in companies located in these countries to decline. Securities of
issuers in developing countries may be more volatile and, in the case of debt
securities, more uncertain as to payment of interest and principal. Investments
in developing countries may include securities created through the Brady Plan,
under which certain heavily-indebted countries have restructured their bank debt
into bonds.

Currency Fluctuations. Investments in foreign securities may be
denominated in foreign currencies. The value of a Portfolio's investments
denominated in foreign currencies may be affected, favorably or unfavorably, by
exchange rates and exchange control regulations. A Portfolio's share price may,
therefore, also be affected by changes in currency exchange rates. Foreign
currency exchange rates generally are determined by the forces of supply and
demand in foreign exchange markets, including perceptions of the relative merits
of investment in different countries, actual or perceived changes in interest
rates or other complex factors. Currency exchange rates also can be affected
unpredictably by the intervention or the failure to intervene by U.S. or foreign
governments or central banks, or by currency controls or political developments
in the U.S. or abroad. In addition, a Portfolio may incur costs in connection
with conversions between various currencies.

While the introduction of a single currency, the euro, on January 1,
1999 for participating nations in the European Economic and Monetary Union
generally occurred without significant market or operational disruption, the
euro still presents certain political and operational uncertainties. These
uncertainties may include political reaction against the euro in participating
nations and operational difficulties as the result of the fact that some
securities still pay dividends and interest in the old currencies. These
uncertainties could cause market disruptions, and could adversely affect the
value of securities held by the Portfolios.

Foreign Currency Transactions. A Portfolio that invests in securities
denominated in foreign currencies will need to engage in foreign currency
exchange transactions. Such transactions may occur on a "spot" basis at the
exchange rate prevailing at the time of the transaction. Alternatively, a
Portfolio may enter into forward foreign currency exchange contracts. A forward
contract involves an obligation to purchase or sell a specified currency at a
specified future date at a price set at the time of the contract. A Portfolio
may enter into a forward contract when it wishes to "lock in" the U.S. dollar
price of a security it expects to or is obligated to purchase or sell in the
future. This practice may be referred to as "transaction hedging." In addition,
when a Portfolio's Sub-advisor believes that the currency of a particular
country may suffer or enjoy a significant movement compared to another currency,
the Portfolio may enter into a forward contract to sell or buy the first foreign
currency (or a currency that acts as a proxy for such currency). This practice
may be referred to as "portfolio hedging." In any event, the precise matching of
the forward contract amounts and the value of the securities involved generally
will not be possible. No Portfolio will enter into a forward contract if it
would be obligated to sell an amount of foreign currency in excess of the value
of the Fund's securities or other assets denominated in that currency, or will
sell an amount of proxy currency in excess of the value of securities
denominated in the related currency. The effect of entering into a forward
contract on a Portfolio's share price will be similar to selling securities
denominated in one currency and purchasing securities denominated in another.
Although a forward contract may reduce a Portfolio's losses on securities
denominated in foreign currency, it may also reduce the potential for gain on
the securities if the currency's value moves in a direction not anticipated by
the Sub-advisor.

COMMON AND PREFERRED STOCKS:

Stocks represent shares of ownership in a company. Generally, preferred
stock has a specified dividend and ranks after bonds and before common stocks in
its claim on the company's income for purposes of receiving dividend payments
and on the company's assets in the event of liquidation. (Some of the
Sub-advisors consider preferred stocks to be equity securities for purposes of
the various Portfolios' investment policies and restrictions, while others
consider them fixed income securities.) After other claims are satisfied, common
stockholders participate in company profits on a pro rata basis; profits may be
paid out in dividends or reinvested in the company to help it grow. Increases
and decreases in earnings are usually reflected in a company's stock price, so
common stocks generally have the greatest appreciation and depreciation
potential of all corporate securities.

FIXED INCOME SECURITIES:

Most of the Portfolios, including the Portfolios that invest primarily
in equity securities, may invest to some degree in bonds, notes, debentures and
other obligations of corporations and governments. Fixed-income securities are
generally subject to two kinds of risk: credit risk and market risk. Credit risk
relates to the ability of the issuer to meet interest and principal payments as
they come due. The ratings given a security by Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's Corporation ("S&P"), which are described in
detail in the Appendix to the Company's SAI, provide a generally useful guide as
to such credit risk. The lower the rating, the greater the credit risk the
rating service perceives to exist with respect to the security. Increasing the
amount of Portfolio assets invested in lower-rated securities generally will
increase the Portfolio's income, but also will increase the credit risk to which
the Portfolio is subject. Market risk relates to the fact that the prices of
fixed income securities generally will be affected by changes in the level of
interest rates in the markets generally. An increase in interest rates will tend
to reduce the prices of such securities, while a decline in interest rates will
tend to increase their prices. In general, the longer the maturity or duration
of a fixed income security, the more its value will fluctuate with changes in
interest rates.

Lower-Rated Fixed Income Securities. Lower-rated high-yield bonds
(commonly known as "junk bonds") are those that are rated lower than the four
highest categories by a nationally recognized statistical rating organization
(for example, lower than Baa by Moody's or BBB by S&P), or, if not rated, are of
equivalent investment quality as determined by the Sub-advisor. Lower-rated
bonds are generally considered to be high risk investments as they are subject
to greater credit risk than higher-rated bonds. In addition, the market for
lower-rated bonds may be thinner and less active than the market for
higher-rated bonds, and the prices of lower-rated high-yield bonds may fluctuate
more than the prices of higher-rated bonds, particularly in times of market
stress. Because the risk of default is higher in lower-rated bonds, a
Sub-advisor's research and analysis tend to be very important ingredients in the
selection of these bonds. In addition, the exercise by an issuer of redemption
or call provisions that are common in lower-rated bonds may result in their
replacement by lower yielding bonds.

Bonds rated in the four highest ratings categories are frequently
referred to as "investment grade." However, bonds rated in the fourth category
(Baa or BBB) are considered medium grade and may have speculative
characteristics.

MORTGAGE-BACKED SECURITIES:

Mortgage-backed securities are securities representing interests in
"pools" of mortgage loans on residential or commercial real property and that
generally provide for monthly payments of both interest and principal, in effect
"passing through" monthly payments made by the individual borrowers on the
mortgage loans (net of fees paid to the issuer or guarantor of the securities).
Mortgage-backed securities are frequently issued by U.S. Government agencies or
Government-sponsored enterprises, and payments of interest and principal on
these securities (but not their market prices) may be guaranteed by the full
faith and credit of the U.S. Government or by the agency only, or may be
supported by the issuer's ability to borrow from the U.S. Treasury.
Mortgage-backed securities created by non-governmental issuers may be supported
by various forms of insurance or guarantees.

Like other fixed-income securities, the value of a mortgage-backed
security will generally decline when interest rates rise. However, when interest
rates are declining, their value may not increase as much as other fixed-income
securities, because early repayments of principal on the underlying mortgages
(arising, for example, from sale of the underlying property, refinancing, or
foreclosure) may serve to reduce the remaining life of the security. If a
security has been purchased at a premium, the value of the premium would be lost
in the event of prepayment. Prepayments on some mortgage-backed securities may
necessitate that a Portfolio find other investments, which, because of
intervening market changes, will often offer a lower rate of return. In
addition, the mortgage securities market may be particularly affected by changes
in governmental regulation or tax policies.

Collateralized Mortgage Obligations (CMOs). CMOs are a type of mortgage
pass-through security that are typically issued in multiple series with each
series having a different maturity. Principal and interest payments from the
underlying collateral are first used to pay the principal on the series with the
shortest maturity; in turn, the remaining series are paid in order of their
maturities. Therefore, depending on the type of CMOs in which a Portfolio
invests, the investment may be subject to greater or lesser risk than other
types of mortgage-backed securities.

Stripped Mortgage-Backed Securities. Stripped mortgage-backed
securities are mortgage pass-through securities that have been divided into
interest and principal components. "IOs" (interest only securities) receive the
interest payments on the underlying mortgages while "POs" (principal only
securities) receive the principal payments. The cash flows and yields on IO and
PO classes are extremely sensitive to the rate of principal payments (including
prepayments) on the underlying mortgage loans. If the underlying mortgages
experience higher than anticipated prepayments, an investor in an IO class of a
stripped mortgage-backed security may fail to recoup fully its initial
investment, even if the IO class is highly rated or is derived from a security
guaranteed by the U.S. Government. Conversely, if the underlying mortgage assets
experience slower than anticipated prepayments, the price on a PO class will be
affected more severely than would be the case with a traditional mortgage-backed
security. Unlike other fixed-income and other mortgage-backed securities, the
value of IOs tends to move in the same direction as interest rates.

ASSET-BACKED SECURITIES:

Asset-backed securities conceptually are similar to mortgage
pass-through securities, but they are secured by and payable from payments on
assets such as credit card, automobile or trade loans, rather than mortgages.
The credit quality of these securities depends primarily upon the quality of the
underlying assets and the level of credit support or enhancement provided. In
addition, asset-backed securities involve prepayment risks that are similar in
nature to those of mortgage pass-through securities.

CONVERTIBLE SECURITIES AND WARRANTS:

Certain of the Portfolios may invest in convertible securities.
Convertible securities are bonds, notes, debentures and preferred stocks that
may be converted into or exchanged for shares of common stock. Many convertible
securities are rated below investment grade because they fall below ordinary
debt securities in order of preference or priority on the issuer's balance
sheet. Convertible securities generally participate in the appreciation or
depreciation of the underlying stock into which they are convertible, but to a
lesser degree. Frequently, convertible securities are callable by the issuer,
meaning that the issuer may force conversion before the holder would otherwise
choose.

Warrants are options to buy a stated number of shares of common stock
at a specified price any time during the life of the warrants. The value of
warrants may fluctuate more than the value of the securities underlying the
warrants. A warrant will expire without value if the rights under such warrant
are not exercised prior to its expiration date.

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WHEN-ISSUED, DELAYED-DELIVERY AND FORWARD COMMITMENT TRANSACTIONS:

The Portfolios (other than the AST INVESCO Equity Income Portfolio) may
purchase securities on a when-issued, delayed-delivery or forward commitment
basis. These transactions generally involve the purchase of a security with
payment and delivery due at some time in the future. A Portfolio does not earn
interest on such securities until settlement and bears the risk of market value
fluctuations in between the purchase and settlement dates. If the seller fails
to complete the sale, the Fund may lose the opportunity to obtain a favorable
price and yield.

ILLIQUID AND RESTRICTED SECURITIES:

Subject to guidelines adopted by the Trustees of the Trust, each
Portfolio may invest up to 15% of its net assets in illiquid securities.
Illiquid securities are those that, because of the absence of a readily
available market or due to legal or contractual restrictions on resale, cannot
be sold within seven days in the ordinary course of business at approximately
the amount at which the Fund has valued the investment. Therefore, a Portfolio
may find it difficult to sell illiquid securities at the time considered most
advantageous by its Sub-advisor and may incur expenses that would not be
incurred in the sale of securities that were freely marketable.

Certain securities that would otherwise be considered illiquid because
of legal restrictions on resale to the general public may be traded among
qualified institutional buyers under Rule 144A of the Securities Act of 1933.
These Rule 144A securities, and well as commercial paper that is sold in private
placements under Section 4(2) of the Securities Act, may be deemed liquid by the
Portfolio's Sub-advisor under the guidelines adopted by the Directors of the
Company. However, the liquidity of a Portfolio's investments in Rule 144A
securities could be impaired if trading does not develop or declines.

REPURCHASE AGREEMENTS:

Each Portfolio may enter into repurchase agreements. Repurchase
agreements are agreements by which a Portfolio purchases a security and obtains
a simultaneous commitment from the seller to repurchase the security at an
agreed upon price and date. The resale price is in excess of the purchase price
and reflects an agreed upon market rate unrelated to the coupon rate on the
purchased security. Under guidelines adopted by the Trustees of the Trust,
repurchase agreements must be fully collateralized and can be entered into only
with well-established banks and broker-dealers that meet the specific
requirements in the guidelines and otherwise have been deemed creditworthy by
the Sub-advisor. Repurchase transactions are intended to be short-term
transactions, usually with the seller repurchasing the securities within seven
days. Repurchase agreements that mature in more than seven days are subject to a
Portfolio's limit on illiquid securities.

A Portfolio that enters into a repurchase agreement may lose money in
the event that the other party defaults on its obligation and the Portfolio is
delayed or prevented from disposing of the collateral. A Portfolio also might
incur a loss if the value of the collateral declines, and it might incur costs
in selling the collateral or asserting its legal rights under the agreement. If
a defaulting seller filed for bankruptcy or became insolvent, disposition of
collateral might be delayed pending court action.

REVERSE REPURCHASE AGREEMENTS:

Certain Portfolios (specifically, the AST Janus Small-Cap Growth
Portfolio, the AST Neuberger Berman Mid-Cap Value Portfolio, and the AST JanCap
Growth Portfolio) may enter into reverse repurchase agreements. In a reverse
repurchase agreement, a Portfolio sells a portfolio instrument and agrees to
repurchase it at an agreed upon date and price, which reflects an effective
interest rate. It may also be viewed as a borrowing of money by the Portfolio
and, like borrowing money, may increase fluctuations in a Portfolio's share
price. When entering into a reverse repurchase agreement, a Portfolio must set
aside on its books cash or other liquid assets in an amount sufficient to meet
its repurchase obligation.

BORROWING:

Each Portfolio may borrow money from banks. Each Portfolio's borrowings
are limited so that immediately after such borrowing the value of the
Portfolio's assets (including borrowings) less its liabilities (not including
borrowings) is at least three times the amount of the borrowings. Should a
Portfolio, for any reason, have borrowings that do not meet the above test, such
Portfolio must reduce such borrowings so as to meet the necessary test within
three business days. If a Portfolio borrows money, its share price may fluctuate
more widely until the borrowing is repaid.

LENDING PORTFOLIO SECURITIES:

Each Portfolio may lend securities with a value of up to 33 1/3% of its
total assets to broker-dealers, institutional investors, or others for the
purpose of realizing additional income. Voting rights on loaned securities
typically pass to the borrower, although a Portfolio has the right to terminate
a securities loan, usually within three business days, in order to vote on
significant matters or for other reasons. All securities loans will be
collateralized by cash or securities issued or guaranteed by the U.S. Government
or its agencies at least equal in value to the market value of the loaned
securities. Nonetheless, lending securities involves certain risks, including
the risk that the Portfolio will be delayed or prevented from recovering the
collateral if the borrower fails to return a loaned security.

OTHER INVESTMENT COMPANIES:

The Company has made arrangements with certain money market mutual
funds so that the Sub-advisors for the various Portfolios can "sweep" excess
cash balances of the Portfolios to those funds for temporary investment
purposes. In addition, certain Sub-advisors may invest Portfolio assets in money
market funds that they advise. Mutual funds pay their own operating expenses,
and the Portfolios, as shareholders in the money market funds, will indirectly
pay their proportionate share of such funds' expenses.

YEAR 2000 RISKS:

Many services provided to the Trust and its Portfolios by the
Investment Manager, the Sub-advisors, and the Trust's other service providers
(collectively, the "Service Providers") rely on the functioning of their
respective computer systems. Many computer systems cannot distinguish the year
2000 from the year 1900, with resulting potential difficulty in performing
various systems functions (the "Year 2000 Issue"). The Year 2000 Issue could
potentially have an adverse impact on the handling of security trades, the
payment of interest and dividends, pricing, account services and other Trust
operations.

The Service Providers recognize the importance of the Year 2000 Issue
and have advised the Trust that they are taking appropriate steps in preparation
for the year 2000. At this time, there can be no assurance that the actions
taken by the Service Providers, who are generally not affiliated with the
Investment Manager, will be sufficient to avoid any adverse impact on the
Portfolios, nor can there be any assurance that the Year 2000 Issue will not
have an adverse effect on the Portfolios' investments or on global markets or
economies generally. In addition, it has been reported that foreign institutions
have made less progress in addressing the Year 2000 Issue than major U.S.
entities, which could adversely effect the Portfolios' foreign investments.

The Investment Manager and the Trust are seeking further assurances
from the Service Providers that all of the systems they use in connection with
the Portfolios will be adapted in time for the year 2000. The Investment Manager
will continue to monitor the Year 2000 Issue in an effort to confirm appropriate
preparation by the Service Providers, and is attempting to develop contingency
plans in the event that the Service Providers' systems are not adapted in time.

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Mailing Address
American Skandia Trust
One Corporate Drive
Shelton, CT 06484

Investment Manager
American Skandia Investment Services, Incorporated
One Corporate Drive
Shelton, CT 06484

Sub-Advisors
INVESCO Funds Group, Inc.
Janus Capital Corporation
Neuberger Berman Management Inc.
Rowe Price-Fleming International, Inc.

Custodians
PFPC Trust Company
Airport Business Center, International Court 2
200 Stevens Drive
Philadelphia, PA 19113

The Chase Manhattan Bank
One Pierrepont Plaza
Brooklyn, NY 11201

Administrator
Transfer and Shareholder Servicing Agent
PFPC Inc.
103 Bellevue Parkway
Wilmington, DE 19809

Independent Accountants
Deloitte & Touche LLP
117 Campus Drive
Princeton, New Jersey 08540

Legal Counsel
Werner & Kennedy
1633 Broadway
New York, NY 10019

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INVESTOR INFORMATION SERVICES:

Shareholder inquiries should be made by calling (800) 752-6342 or by
writing to the American Skandia Trust at One Corporate Drive, Shelton,
Connecticut 06484.

Additional information about the Portfolios is included in a Statement
of Additional Information, which is incorporated by reference into this
Prospectus. Additional information about the Portfolios' investments is
available in the annual and semi-annual reports to holders of variable annuity
contracts and variable life insurance policies. In the annual reports, you will
find a discussion of the market conditions and investment strategies that
significantly affected each Portfolio's performance during its last fiscal year.
The Statement of Additional Information and additional copies of annual and
semi-annual reports are available without charge by calling the above number.

The information in the Company filings with the Securities and Exchange
Commission (including the Statement of Additional Information) is available from
the Commission. Copies of this information may be obtained, upon payment of
duplicating fees, by writing the Public Reference Section of the Commission,
Washington, D.C. 20549-6009. The information can also be reviewed and copied at
the Commission's Public Reference Room in Washington, D.C. Information on the
operation of the Public Reference Room may be obtained by calling the Commission
at 1-800-SEC-0330. Finally, information about the Company is available on the
Commission's Internet site at http://www.sec.gov.

Investment Company Act File No. 811-5186