AMERICAN SKANDIA TRUST
497, 1999-10-22
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PROSPECTUS                                                      October 18, 1999
                             AMERICAN SKANDIA TRUST
                 One Corporate Drive, Shelton, Connecticut 06484
- --------------------------------------------------------------------------------
     American  Skandia Trust (the  "Trust") is an investment  company made up of
the  following 31 separate  portfolios  ("Portfolios"),  15 of which are offered
through this Prospectus:

AST T. Rowe Price  International  Equity  Portfolio  AST Janus  Overseas  Growth
Portfolio AST Janus Small-Cap  Growth  Portfolio AST Lord Abbett Small Cap Value
Portfolio AST T. Rowe Price Small Company Value  Portfolio AST Neuberger  Berman
Mid-Cap Growth  Portfolio AST Neuberger  Berman Mid-Cap Value  Portfolio AST MFS
Growth  Portfolio  AST  Marsico  Capital  Growth  Portfolio  AST  JanCap  Growth
Portfolio AST Cohen & Steers  Realty  Portfolio  AST American  Century  Income &
Growth Portfolio AST INVESCO Equity Income Portfolio AST PIMCO Total Return Bond
Portfolio AST PIMCO Limited Maturity 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.



<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

Caption                                                                                                        Page

<S>  <C>                                                                                                          <C>
Risk/Return Summary...............................................................................................3
Past Performance.................................................................................................11
Fees and Expenses of the Portfolios..............................................................................18
Investment Objectives and Policies...............................................................................20
     AST T. Rowe Price International Equity Portfolio............................................................21
     AST Janus Overseas Growth Portfolio.........................................................................23
     AST Janus Small-Cap Growth Portfolio........................................................................25
     AST Lord Abbett Small Cap Value Portfolio...................................................................27
     AST T. Rowe Price Small Company Value Portfolio.............................................................29
     AST Neuberger Berman Mid-Cap Growth Portfolio...............................................................31
     AST Neuberger Berman Mid-Cap Value Portfolio................................................................33
     AST MFS Growth Portfolio....................................................................................35
     AST Marsico Capital Growth Portfolio........................................................................36
     AST JanCap Growth Portfolio.................................................................................38
     AST Cohen & Steers Realty Portfolio.........................................................................40
     AST American Century Income & Growth Portfolio..............................................................42
     AST INVESCO Equity Income Portfolio.........................................................................43
     AST PIMCO Total Return Bond Portfolio.......................................................................44
     AST PIMCO Limited Maturity Bond Portfolio...................................................................47
Portfolio Turnover...............................................................................................50
Net Asset Values.................................................................................................50
Purchase and Redemption of Shares................................................................................50
Management of the Trust..........................................................................................51
Tax Matters......................................................................................................55
Financial Highlights.............................................................................................56
Certain Risk Factors and Investment Methods......................................................................60
</TABLE>


<PAGE>


                               RISK/RETURN SUMMARY

         American  Skandia  Trust  (the  "Trust")  is  comprised  of  thirty-one
investment  portfolios (the "Portfolios"),  fifteen 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 and Portfolios:

<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

Janus Overseas Growth         Long-term capital growth       The Portfolio invests primarily in common
                                                             stocks  of  foreign companies.
</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  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.

The AST Janus Overseas Growth Portfolio pursues its objective  primarily through
investments in common stocks of issuers located  outside the United States.  The
Portfolio has the  flexibility  to invest on a worldwide  basis in companies and
organizations  of any size,  regardless of country of  organization  or place of
principal business activity.  The Portfolio normally invests at least 65% of its
total assets in  securities of issuers from at least five  different  countries,
excluding  the  United  States.   Although  the  Portfolio   intends  to  invest
substantially all of its assets in issuers located outside the United States, it
may at times invest in U.S. issuers and it may at times invest all of its assets
in fewer than five countries or even a single country.

The Portfolio  invests  primarily in stocks selected for their growth potential.
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,  regardless  of where the companies are organized or where they
primarily  conduct  business.  Although  themes  may  emerge  in the  Portfolio,
securities are generally selected without regard to any defined allocation among
countries,  geographic  regions or industry sectors,  or other similar selection
procedure.

Principal Risks:

o........Both of the international  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.

o    The level of risk of the international  portfolios 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  neither  of the  international  and  global
     portfolios invest primarily in companies  located in developing  countries,
     either  may  invest in those  companies  to some  degree,  and the risks of
     foreign   investment   may  be  accentuated  by  investment  in  developing
     countries.

<TABLE>
<CAPTION>
Capital Growth Portfolios:

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.

Lord Abbett Small Cap Value   Long-term capital growth       The Portfolio invests primarily in equity
                                                             securities of small capitalization
                                                             companies  that are believed to be
                                                             undervalued.

T. Rowe Price Small           Long-term capital growth       The Portfolio invests primarily in stocks and equity-related
Company Value                                                securities of small capitalization companies that appear to
                                                             be undervalued.

Neuberger Berman Mid-Cap      Capital growth                 The Portfolio invests primarily in common stocks of medium
Growth                                                       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.

MFS Growth                    Long-term capital growth       The Portfolio invests primarily in common stocks and related
                              and future income              securities.

Marsico Capital Growth        Capital growth                 The Portfolio invests primarily in common stocks, with the
                                                             majority of the Portfolio's assets in large capitalization
                                                             stocks.

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.

The AST Lord Abbett Small Cap Value  Portfolio  will seek its objective  through
investments  primarily in equity  securities that are believed to be undervalued
in the marketplace.  Typically,  in choosing stocks,  the Sub-advisor  looks for
companies using the following process:

o    Quantitative research is performed to evaluate various criteria,  including
     the  price of  shares  in  relation  to book  value,  sales,  asset  value,
     earnings, dividends and cash flow;

o    Fundamental  research is  conducted  to assess the dynamics of each company
     within its industry and within the company.  The Sub-advisor  evaluates the
     company's business strategies by assessing  management's ability to execute
     the strategies, and evaluating the adequacy of its financial resources.

Usually, at least 65% of the Portfolio's total assets will be invested in common
stocks issued by smaller, less well-known companies (with market capitalizations
of less  than $1  billion)  selected  on the  basis  of  fundamental  investment
analysis.  The  Portfolio  may  invest  up to  35%  of  its  assets  in  foreign
securities.

The stocks in which the  Portfolio  generally  invests are those  which,  in the
Sub-advisor's  judgment,  are selling below their  intrinsic value and at prices
that do not adequately  reflect their  long-term  business  potential.  Selected
smaller  stocks may be  undervalued  because they are often  overlooked  by many
investors,  or  because  the  public is  overly  pessimistic  about a  company's
prospects.  Accordingly,  their  prices can rise  either as a result of improved
business  fundamentals,  particularly  when  earnings  grow faster than  general
expectations,  or as more investors  come to recognize the company's  underlying
potential.  The price of shares in relation to book value,  sales,  asset value,
earnings,  dividends and cash flow,  both  historical and  prospective,  are key
determinants in the security  selection  process.  These criteria are not rigid,
and other  stocks may be included in the  Portfolio if they are expected to help
it attain its objective.

The AST T. Rowe Price Small Company Value  Portfolio will invest at least 65% of
its total assets in stocks and equity-related  securities of small companies ($1
billion  or less in  market  capitalization).  Reflecting  a value  approach  to
investing,  the Portfolio will seek the stocks of companies  whose current stock
prices do not appear to adequately reflect their underlying value as measured by
assets,  earnings, cash flow or business franchises.  The Sub-advisor's research
team  seeks to  identify  companies  that  appear to be  undervalued  by various
measures,  and may be  temporarily  out of favor,  but have good  prospects  for
capital appreciation.  In selecting investments, the Sub-advisor generally looks
to the following:

     (1)  Above-average  dividend yield (the stock's annual dividend  divided by
the stock price) relative to a company's peers or its own historic norm.

     (2) Low price/earnings, price/book value or price/cash flow ratios relative
to the S&P 500 Index, the company's peers, or its own historic norm.

     (3) Low stock price relative to a company's underlying asset values.

     (4) A plan to improve the business through restructuring.

     (5) A sound balance sheet and other positive financial characteristics.

The Portfolio may sell  securities  for a variety of reasons,  such as to secure
gains, limit losses or re-deploy assets into more promising  opportunities.  The
Portfolio  will not sell a stock just  because the company has grown to a market
capitalization  of  more  than  $1  billion,  and it may  on  occasion  purchase
companies with a market cap of more than $1 billion.

To pursue its  objective,  the AST Neuberger  Berman  Mid-Cap  Growth  Portfolio
primarily  invests in the common  stocks of mid-cap  companies.  Companies  with
equity  market  capitalizations  from $300 million to $10 billion at the time of
investment are considered mid-cap companies for purposes of the Portfolio.  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.

The Portfolio is normally managed using a growth-oriented  investment  approach.
The  Sub-advisor  looks for  fast-growing  companies  that are in new or rapidly
evolving  industries.   Factors  in  identifying  these  companies  may  include
above-average growth of earnings or earnings that exceed analysts' expectations.
The Sub-advisor may also look for other  characteristics  in a company,  such as
financial strength,  a strong position relative to competitors and a stock price
that is reasonable in light of its growth rate.

The Sub-advisor  follows a disciplined  selling  strategy,  and may sell a stock
when it  reaches a target  price,  fails to  perform  as  expected,  or  appears
substantially less desirable than another stock.

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 MFS Growth Portfolio invests,  under normal market conditions,  at least
80% of its  total  assets in  common  stocks  and  related  securities,  such as
preferred stocks,  convertible  securities and depositary receipts, of companies
that the Sub-advisor  believes offer better than average prospects for long-term
growth. The Sub-advisor uses a "bottom up," as opposed to "top down," investment
style in managing the Portfolio.  This means that  securities are selected based
upon fundamental analysis of individual companies by the Sub-advisor.

         In managing the Portfolio, the Sub-advisor seeks to purchase securities
of companies that it considers  well-run and poised for growth.  The Sub-advisor
looks particularly for companies with the following qualities:

o    a strong franchise, strong cash flows and a recurring revenue stream
o    a strong  industry  position,  where  there is  potential  for high profit
     margins or substantial barriers to new entry into the industry
o    a strong management with a clearly defined strategy
o    new products or services.

The Portfolio may invest up to 30% of its net assets in foreign securities.

The AST Marsico Capital Growth  Portfolio will pursue its objective by investing
primarily in common  stocks.  The  Sub-advisor  expects that the majority of the
Portfolio's  assets  will be  invested  in the  common  stocks of  larger,  more
established companies.

In selecting  investments for the Portfolio,  the  Sub-advisor  uses an approach
that combines "top down" economic analysis with "bottom up" stock selection. The
"top-down"  approach takes into  consideration  such  macro-economic  factors as
interest  rates,  inflation,   the  regulatory   environment,   and  the  global
competitive landscape. In addition, the Sub-advisor examines such factors as the
most attractive global investment opportunities, industry consolidation, and the
sustainability of economic trends. As a result of this "top down" analysis,  the
Sub-advisor  identifies  sectors,  industries  and companies that should benefit
from the trends the Sub-advisor has observed.

The  Sub-advisor  then  looks for  individual  companies  with  earnings  growth
potential  that may not be  recognized  by the market at large.  In  determining
whether a particular company is appropriate for investment by the Portfolio, the
Sub-advisor focuses on a number of different attributes, including the company's
specific  market  expertise or dominance,  its franchise  durability and pricing
power,  solid fundamentals  (e.g., a strong balance sheet,  improving returns on
equity,  and the ability to generate  free cash flow),  strong  management,  and
reasonable valuations in the context of projected growth rates.

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,  the AST Lord
     Abbett Small Cap Value  Portfolio,  and the AST T. Rowe Price Small Company
     Value 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  Growth  Portfolio  and  the AST  Neuberger  Berman  Mid-Cap  Value
     Portfolio can be expected to be subject to somewhat less risk,  and the AST
     MFS Growth Portfolio, the AST Marsico Capital Growth Portfolio, and the AST
     JanCap Growth Portfolio to somewhat less risk than the mid-cap funds.

o    The AST Janus Small-Cap Growth Portfolio,  the AST Neuberger Berman Mid-Cap
     Growth  Portfolio,  the AST MFS Growth  Portfolio,  the AST Marsico Capital
     Growth  Portfolio  and the AST JanCap  Growth  Portfolio  generally  take a
     growth  approach to  investing,  while the AST Lord Abbett  Small Cap Value
     Portfolio,  the AST T. Rowe Price Small Company Value Portfolio and the AST
     Neuberger  Berman Mid-Cap Value Portfolio  generally take 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 Portfolios:

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

<S>                           <C>                            <C>
Cohen & Steers Realty         Maximize total return          The Portfolio invests primarily in equity securities of real
                                                             estate companies.

American Century Income &     Capital growth and,             The Portfolio invests primarily in stocks of large U.S.
Growth                        secondarily, current income     companies selected through quantitative investment techniques.

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 Cohen & Steers  Realty  Portfolio  pursues its  investment  objective of
maximizing total return by seeking,  with approximately equal emphasis,  capital
growth and current income. Under normal circumstances, the Portfolio will invest
substantially  all of its  assets  in  the  equity  securities  of  real  estate
companies.  Such equity  securities  will  consist of common  stocks,  rights or
warrants to purchase common stocks,  securities  convertible  into common stocks
where  the  conversion  feature   represents,   in  the  Sub-advisor's  view,  a
significant element of the securities' value, and preferred stocks.

For purposes of the Portfolio's  investment policies, a "real estate company" is
one that derives at least 50% of its revenues from the ownership,  construction,
financing,  management  or sale of real  estate  or that has at least 50% of its
assets in real estate. The Portfolio may invest up to 10% of its total assets in
securities of foreign real estate  companies.  Real estate companies may include
real  estate  investment  trusts  ("REITs").  REITs  pool  investors'  funds for
investment  primarily  in income  producing  real estate or real estate  related
loans or interests.

The AST  American  Century  Income  &  Growth  Portfolio's  investment  strategy
utilizes  quantitative  management  techniques in a two-step  process that draws
heavily on computer technology. In the first step, the Sub-advisor ranks stocks,
primarily the 1,500 largest publicly traded U.S.  companies  (measured by market
capitalization),  from most attractive to least  attractive.  These rankings are
determined by using a computer  model that combines  measures of a stock's value
and measures of its growth  potential.  To measure value,  the Sub-advisor  uses
ratios of stock price to book value and stock price to cash flow,  among others.
To measure growth,  the Sub-advisor uses, among others,  the rate of growth in a
company's earnings and changes in its earnings estimates.

In  the  second  step,  the  Sub-advisor   uses  a  technique  called  portfolio
optimization.  In portfolio  optimization,  the  Sub-advisor  uses a computer to
build a portfolio  of stocks from the ranking  described  earlier that it thinks
will provide the best balance between risk and expected  return.  The goal is to
create an equity  portfolio that provides  better returns than the S&P 500 Index
without  taking on significant  additional  risk.  The  Sub-advisor  attempts to
create a dividend  yield for the Portfolio that will be greater than that of the
S&P 500.

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 Cohen & Steers Realty Portfolio and the AST American Century Income
     & Growth Portfolio invest primarily in equity  securities.  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,  those  growth and income  portfolios  that
     invest  primarily in equity  securities  will likely be subject to somewhat
     higher  risk than those  portfolios  that  invest in both  equity and 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.

o    The AST Cohen & Steers Realty  Portfolio is subject to an  additional  risk
     factor  because it is less  diversified  than most  equity  funds and could
     therefore  experience  sharp price declines when conditions are unfavorable
     in the real estate sector.  Real estate  securities may be subject to risks
     similar to those  associated  with direct  ownership of real estate.  These
     include risks related to economic  conditions,  heavy cash flow dependency,
     overbuilding,  extended  vacancies of properties,  changes in  neighborhood
     values, and zoning, environmental and housing regulations.

<TABLE>
<CAPTION>
Fixed Income Portfolios:

Portfolio:                    Investment Goal:               Primary Investments:

<S>                           <C>                            <C>
PIMCO Total Return Bond       Maximize total  return,        The Portfolio invests primarily in higher-quality fixed
                              consistent with                income securities of varying maturities, so that the
                              preservation  of capital       Portfolio's expected average duration will be from three to six years.

PIMCO Limited Maturity Bond   Maximize total return,         The Portfolio invests primarily  in  higher-quality fixed
                              consistent with                income securities of varying maturities,  so that the
                              preservation  of capital       Portfolio's expected average duration will be from one to three years.

</TABLE>


<PAGE>


Principal Investment Strategies:

The AST PIMCO Total Return Bond Portfolio will invest at least 65% of its assets
in the following types of fixed income securities:

     (1)  securities issued or guaranteed by the U.S.  Government,  its agencies
          or instrumentalities;

     (2)  corporate  debt  securities,   including  convertible  securities  and
          commercial paper;

     (3)  mortgage and other asset-backed securities;

     (4)  structured notes,  including hybrid or "indexed" securities,  and loan
          participations;

     (5)  delayed funding loans and revolving credit securities;

     (6)  bank  certificates  of  deposit,  fixed  time  deposits  and  bankers'
          acceptances;

     (7)  repurchase agreements and reverse repurchase agreements;

     (8)  obligations of foreign governments or their subdivisions, agencies and
          instrumentalities; and

     (9)  obligations of international agencies or supranational entities.

Portfolio  holdings  will be  concentrated  in areas of the bond market that the
Sub-advisor  believes to be relatively  undervalued.  In selecting  fixed income
securities,   the   Sub-advisor   uses  economic   forecasting,   interest  rate
anticipation,  credit and call risk  analysis,  foreign  currency  exchange rate
forecasting,  and other securities selection  techniques.  The proportion of the
Portfolio's  assets  committed  to  investment  in  securities  with  particular
characteristics (such as maturity,  type and coupon rate) will vary based on the
Sub-advisor's outlook for the U.S. and foreign economies, the financial markets,
and other factors.  The management of duration is one of the  fundamental  tools
used by the Sub-advisor.

The Portfolio will invest in fixed-income securities of varying maturities.  The
average portfolio duration of the Portfolio  generally will vary within a three-
to six-year time frame based on the  Sub-advisor's  forecast for interest rates.
The  Portfolio  can and  routinely  does invest in certain  complex fixed income
securities (including mortgage-backed and asset-backed securities) and engage in
a number of investment  practices  (including  futures,  swaps and dollar rolls)
that many other fixed income funds do not utilize.  The  Portfolio may invest up
to 10% of its assets in fixed income  securities that are rated below investment
grade ("junk  bonds") (or, if unrated,  determined by the  Sub-advisor  to be of
comparable quality).

     The AST PIMCO Limited  Maturity Bond  Portfolio will invest at least 65% of
its assets in the following types of fixed income securities:

     (1)  securities issued or guaranteed by the U.S.  Government,  its agencies
          or instrumentalities;

     (2)  corporate  debt  securities,   including  convertible  securities  and
          commercial paper;

     (3)  mortgage and other asset-backed securities;

     (4)  structured notes,  including hybrid or "indexed" securities,  and loan
          participations;

     (5)  delayed funding loans and revolving credit securities;

     (6)  bank  certificates  of  deposit,  fixed  time  deposits  and  bankers'
          acceptances;

     (7)  repurchase agreements and reverse repurchase agreements;

     (8)  obligations of foreign governments or their subdivisions, agencies and
          instrumentalities; and

     (9)  obligations of international agencies or supranational entities.

Portfolio  holdings  will be  concentrated  in areas of the bond market that the
Sub-advisor  believes to be relatively  undervalued.  In selecting  fixed income
securities,   the   Sub-advisor   uses  economic   forecasting,   interest  rate
anticipation,  credit and call risk  analysis,  foreign  currency  exchange rate
forecasting,  and other securities selection  techniques.  The proportion of the
Portfolio's  assets  committed  to  investment  in  securities  with  particular
characteristics (such as maturity,  type and coupon rate) will vary based on the
Sub-advisor's outlook for the U.S. and foreign economies, the financial markets,
and other factors.  The management of duration is one of the  fundamental  tools
used by the Sub-advisor.

The Portfolio will invest in fixed-income securities of varying maturities.  The
average portfolio duration of the Portfolio generally will vary within a one- to
three-year  time frame based on the  Sub-advisor's  forecast for interest rates.
The  Portfolio  can and  routinely  does invest in certain  complex fixed income
securities (including mortgage-backed and asset-backed securities) and engage in
a number of investment  practices  (including  futures,  swaps and dollar rolls)
that many other fixed income funds do not utilize.  The  Portfolio may invest up
to 10% of its assets in fixed income  securities that are rated below investment
grade ("junk  bonds") (or, if unrated,  determined by the  Sub-advisor  to be of
comparable quality).



<PAGE>


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    As  portfolios  that invest  primarily  in  high-quality  fixed income
          securities  of  medium  duration,  the  level of risk to which the AST
          PIMCO Total Return Bond Portfolio and AST PIMCO Limited  Maturity Bond
          Portfolio  are  subject  can be  expected  to be less than most equity
          funds.  Nonetheless,   the  fixed  income  securities  held  by  these
          Portfolios  can decline in value because of changes in their  quality,
          in market interest  rates,  or for other reasons.  Because the average
          duration of the AST PIMCO Total Return Bond  Portfolio  generally will
          be longer than that of the AST PIMCO Limited  Maturity Bond Portfolio,
          it is expected that the former  Portfolio will be subject to a greater
          level of risk. While the complex fixed income  securities  invested in
          and investment practices engaged in by both Portfolios are designed to
          increase their return or hedge their investments, these securities and
          practices may increase the risk to which the Portfolios are subject.



<PAGE>


Past Performance

             The bar charts show 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 Overseas Growth Portfolio

 _________________________
                           60.00%

                           40.00%
        18.70%             20.00%
                16.22%
                            0.00%
 _________________________-20.00%
        1997     1998



- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 15.85%, 4th quarter 1998           Down 18.54%, 3rd quarter 1998
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Morgan Stanley Capital
For periods ending                           International (MSCI) EAFE
12/31/98                                     Index
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                               16.22%                       20.00%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since inception                      17.45%                       10.45%
- ---------------------- --------------------- ----------------------------

   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 Capital Appreciation Portfolio,  and
                  Founders  Asset  Management  LLC served as  Sub-advisor to the
                  Portfolio.


                   AST Lord Abbett Small Cap Value Portfolio


 _________________________
                           60.00%

                           40.00%
                           20.00%

                 -0.10%     0.00%
 ___________________________-20.00%
                 1998


- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 18.22%, 4th quarter 1998           Down 22.12%, 3rd quarter 1998
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Standard & Poors 500 Index
For periods ending
12/31/98
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                               -0.10%                       28.57%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                      -0.10%                       28.57%
- ---------------------- --------------------- ----------------------------

                AST T. Rowe Price Small Company Value Portfolio

 _________________________
                           60.00%

                           40.00%
        28.80%             20.00%

                 -10.53%    0.00%
 _________________________-20.00%
        1997     1998


- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 15.42%, 2nd quarter 1997           Down 19.88%, 3rd quarter 1998
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Standard & Poors 500 Index
For periods ending
12/31/98
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                              -10.53%                       28.57%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                       7.35%                       30.77%
- ---------------------- --------------------- ----------------------------


                 AST Neuberger Berman Mid-Cap Growth Portfolio*

 _______________________________
                                 60.00%

                                 40.00%
24.42%                  20.65%   20.00%
        16.34%  16.68%
                                 0.00%
 ______________________________-20.00%
1995   1996    1997     1998



- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 28.14%, 4th quarter 1998           Down 20.62%, 3rd quarter 1998
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Standard & Poors 500 Index
For periods ending
12/31/98
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                               20.65%                       28.57%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                      18.37%                       28.30%
- ---------------------- --------------------- ----------------------------

     *Prior to May 1, 1998, the AST Neuberger  Berman  Mid-Cap Growth  Portfolio
was known as the Berger Capital Growth Portfolio,  and Berger  Associates,  Inc.
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 Marsico Capital Growth Portfolio

                          60.00%
                 41.59%
                           40.00%
                           20.00%

                            0.00%
 _________________________-20.00%
                 1998

- ---------------------------------------- -------------------------------------
Best Quarter                             Worst Quarter
- ---------------------------------------- -------------------------------------
- ---------------------------------------- -------------------------------------
Up 23.37%, 4th quarter 1998              Down 12.80%, 3rd quarter 1998
- ---------------------------------------- -------------------------------------

- ---------------------------- --------------------- -----------------------------
Average annual total         Portfolio             Index:
returns for periods ending                         Standard & Poors 500 Index
12/31/98
- ---------------------------- --------------------- -----------------------------
- ---------------------------- --------------------- -----------------------------
1 year                                     41.59%                        28.57%
- ---------------------------- --------------------- -----------------------------
- ---------------------------- --------------------- -----------------------------
Since Inception                            40.69%                        31.86%
- ---------------------------- --------------------- -----------------------------





<PAGE>

     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 COHEN & STEERS REALTY PORTFOLIO


 _________________________
                           60.00%

                           40.00%
                           20.00%

                            0.00%
                  -16.00%
 _________________________-20.00%
                  1998



- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up -0.71%, 4th quarter 1998           Down 10.76%, 3rd quarter 1998
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      NAREIT Equity REIT Index
For periods ending
12/31/98
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                              -16.00%                      -17.50%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                     -15.96%                      -17.50%
- ---------------------- --------------------- ----------------------------

AST American Century Income & Growth Portfolio*

                           60.00%

                           40.00%
        22.30%    12.27%   20.00%

                            0.00%
 _________________________-20.00%
         1997     1998


- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 16.72%, 4th quarter 1998           Down 11.30%, 3rd quarter 1998
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Standard & Poors 500 Index
For periods ending
12/31/98
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                               12.27%                       28.57%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                      17.18%                       30.77%
- ---------------------- --------------------- ----------------------------

*Prior  to May 4,  1999,  the AST  American  Century  Income &
Growth  Portfolio was known as the AST Putnam Value Growth and
Income  Portfolio,  and  Putnam  Investment  Management,  Inc.
served as Sub-adviser to the Portfolio.

      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 PIMCO Total Return Bond Portfolio

_________________________________________________
                                                  60.00%

                                                  40.00%
                18.78%             9.87%   9.46%  20.00%
                         3.42%
        -2.40%                                     0.00%
 ________________________________________________-20.00%
        1994    1995     1996    1997     1998



- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 5.07%, 3rd quarter 1998            Down 2.54%, 1st quarter 1996
- ------------------------------------- -----------------------------------

     ---------------------- --------------------- ----------------------------
     Average annual total   Portfolio             Index:
     returns                                      LB
     For periods ending                           Aggregate Index
     12/31/98
     ---------------------- --------------------- ----------------------------
     ---------------------- --------------------- ----------------------------
     1 year                                9.46%                        8.69%
     ---------------------- --------------------- ----------------------------
     ---------------------- --------------------- ----------------------------
     5 year                                7.58%                        7.26%
     ---------------------- --------------------- ----------------------------
     ---------------------- --------------------- ----------------------------
     Since Inception                       7.58%                        7.26%
     ---------------------- --------------------- ----------------------------


                   AST PIMCO Limited Maturity Bond Portfolio

________________________________________
                                         60.00%

                                         40.00%
                                         20.00%
                        7.46%     5.72%
                 3.90%                    0.00%
________________________________________-20.00%
                 1996    1997     1998


     ------------------------------------- -----------------------------------
     Best Quarter                          Worst Quarter
     ------------------------------------- -----------------------------------
     ------------------------------------- -----------------------------------
     Up 2.95%, 4th quarter 1998            Down 0.52%, 1st quarter 1996
     ------------------------------------- -----------------------------------

     ---------------------- --------------------- ----------------------------
     Average annual total   Portfolio             Index:
     returns                                      Merrill Lynch 1-3 Year
     For periods ending                           Index
     12/31/98
     ---------------------- --------------------- ----------------------------
     ---------------------- --------------------- ----------------------------
     1 year                                5.72%                        7.00%
     ---------------------- --------------------- ----------------------------
     ---------------------- --------------------- ----------------------------
     Since Inception                       5.94%                        6.95%
     ---------------------- --------------------- ----------------------------


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.

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

                                     Management    Estimated    Other         Total Annual     Fee Waivers     Net Annual
                                     Fees          Distribution Expenses      Portfolio       and Expense      Fund
                                                  and                         Operating       Reimbursement(5) Operating
                                                  Service                     Expenses                         Expenses
Portfolio:                                        (12b-1)
                                                  Fees(4)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>            <C>           <C>             <C>             <C>
AST  T.  Rowe  Price  International      1.00         0.00           0.25          1.25            N/A             1.25
Equity
AST Janus Overseas Growth                1.00         0.00           0.27          1.27            N/A             1.27
AST Janus Small-Cap Growth               0.90         0.05           0.22          1.17            N/A             1.17
AST Lord Abbett Small Cap Value          0.95         0.00           0.36          1.31            N/A             1.31
AST T.  Rowe  Price  Small  Company      0.90         0.00           0.21          1.11            N/A             1.11
Value
AST   Neuberger    Berman   Mid-Cap      0.90         0.08           0.17          1.15            N/A             1.15
Growth(1)
AST   Neuberger    Berman   Mid-Cap      0.90         0.19           0.15          1.24            N/A             1.24
Value(2)
AST MFS Growth(3)                        0.90         0.06           0.24          1.20            N/A             1.20
AST Marsico Capital Growth               0.90         0.06           0.21          1.17            N/A             1.17
AST JanCap Growth                        0.90         0.01           0.14          1.05            0.02            1.05
AST Cohen & Steers Realty                1.00         0.07           0.30          1.37            N/A             1.37
AST  American   Century   Income  &      0.75         0.05           0.25          1.05            N/A             1.05
Growth
AST INVESCO Equity Income                0.75         0.04           0.18          0.97            N/A             0.97
AST PIMCO Total Return Bond              0.65         0.00           0.18          0.83            N/A             0.83
AST PIMCO Limited Maturity Bond          0.65         0.00           0.21          0.86            N/A             0.86
</TABLE>

(1) Prior to May 1, 1998, the Investment  Manager had engaged Berger Associates,
Inc. as Sub-advisor for the Portfolio,  and the total Investment  Management fee
was at the annual rate of .75% of the average daily net assets of the Portfolio.
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)  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.

(3) This Portfolio commenced  operations in October 1999. "Other expenses" shown
are based on estimated amounts for the fiscal year ending December 31, 1999.

(4) As discussed below under  "Management of the Trust - Fees and Expenses,  the
Trustees adopted a Distribution Plan (the "Distribution  Plan") under Rule 12b-1
to permit an affiliate of the Trust's  Investment  Manager 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
Portfolio.  While the brokerage commission rates and amounts paid by the various
Portfolios  are not expected to increase as a result of the  Distribution  Plan,
the staff of the Securities and Exchange  Commission recently takes the position
that commission amounts received under the Distribution Plan should be reflected
as  distribution  expenses of the Funds.  The  Distribution  Fee  estimates  are
derived from data regarding each  Portfolio's  brokerage  transactions,  and the
proportions of such  transactions  directed to selling  dealers,  for the period
ended June 30, 1999.  However,  it is not possible to  determine  with  accuracy
actual amounts that will be received under the  Distribution  Plan. Such amounts
will  vary  based  upon  the  level of a  Portfolio's  brokerage  activity,  the
proportion of such activity  directed  under the  Distribution  Plan,  and other
factors.

(5) The Investment Manager has agreed to reimburse and/or waive fees for certain
Portfolios  until at least  October 17,  2000.  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 Overseas Growth                             129               403              697               1534
AST Janus Small-Cap Growth                            119               372              644               1420
AST Lord Abbett Small Cap Value                       133               415              718               1579
AST T. Rowe Price Small Company                       113               353              612               1352
AST Neuberger Berman Mid-Cap Growth                   117               365              633               1398
AST Neuberger Berman Mid-Cap Value                    126               393              681               1500
AST MFS Growth                                        122               381              N/A               N/A
AST Marsico Capital Growth                            119               372              644               1420
AST JanCap Growth                                     105               332              577               1281
AST Cohen & Steers Realty                             139               434              950               1646
AST American Century Income & Growth                  107               334              579               1283
AST INVESCO Equity Income                              99               309              536               1190
AST PIMCO Total Return Bond                            85               265              460               1025
AST PIMCO Limited Maturity Bond                        88               274              477               1061
</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 will differ. The investment  objectives and policies of the Portfolios
generally  are not  fundamental  policies  and may be  changed  by the  Trustees
without shareholder approval.

         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.

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 OVERSEAS GROWTH PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio pursues its objective  primarily  through  investments in
common stocks of issuers  located  outside the United States.  The Portfolio has
the flexibility to invest on a worldwide basis in companies and organizations of
any size,  regardless of country of organization or place of principal  business
activity.

         The  Portfolio  normally  invests  at least 65% of its total  assets in
securities  of issuers from at least five  different  countries,  excluding  the
United States. Although the Portfolio intends to invest substantially all of its
assets in issuers located  outside the United States,  it may at times invest in
U.S.  issuers  and it may at times  invest  all of its assets in fewer than five
countries or even a single country.

         The  Portfolio  invests  primarily in stocks  selected for their growth
potential.  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, regardless of where the companies are organized or where
they primarily  conduct  business.  Although themes may emerge in the Portfolio,
securities are generally selected without regard to any defined allocation among
countries,  geographic  regions or industry sectors,  or other similar selection
procedure.  Current income is not a significant factor in choosing  investments,
and any income realized by the Portfolio will be incidental to its objective.

         As with any common stock fund, the fundamental risk associated with the
Portfolio  is the risk 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 and/or economic  conditions.  As a fund
that invests primarily in the securities of foreign issuers, the risk associated
with the  Portfolio may be greater than a fund  investing  primarily in domestic
securities.  For a further  discussion  of the risks  involved in  investing  in
foreign  securities,  see  this  Prospectus  under  "Certain  Risk  Factors  and
Investment  Methods." In addition,  the  Portfolio  may invest to some degree in
smaller or newer issuers, which are more likely to realize substantial growth as
well as suffer significant losses than larger or more established issuers.

         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).

The Portfolio may make short sales "against the box." In addition, the Portfolio
may invest in the  following  types of  securities  and engage in the  following
investment techniques:

         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  currency
contracts,  to manage exchange rate risk with respect to investments  exposed to
foreign currency fluctuations.

         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

         For more  information on the types of securities and instruments  other
than common stocks in which the  Portfolio may invest and their risks,  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 long-term growth of capital will be limited.


<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.

         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.
Current income is not a significant factor in choosing investments.

         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).

The Portfolio may make short sales "against the box." 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.

         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 LORD ABBETT SMALL CAP VALUE PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio will seek its objective through investments  primarily in
equity  securities  that are  believed  to be  undervalued  in the  marketplace.
Typically, in choosing stocks, the Sub-advisor looks for companies the following
process:

o    Quantitative research is performed to evaluate various criteria,  including
     the  price of  shares  in  relation  to book  value,  sales,  asset  value,
     earnings, dividends and cash flow;

o    Fundamental  research is  conducted  to assess the dynamics of each company
     within its industry and within the company.  The Sub-advisor  evaluates the
     company's business strategies by assessing  management's ability to execute
     the strategies, and evaluating the adequacy of its financial resources.

Usually, at least 65% of the Portfolio's total assets will be invested in common
stocks issued by smaller, less well-known companies (with market capitalizations
of less  than $1  billion)  selected  on the  basis  of  fundamental  investment
analysis.  The  Portfolio  may  invest  up to  35%  of  its  assets  in  foreign
securities.

         The stocks in which the Portfolio generally invests are those which, in
the  Sub-advisor's  judgment,  are selling  below their  intrinsic  value and at
prices  that do not  adequately  reflect  their  long-term  business  potential.
Selected smaller stocks may be undervalued  because they are often overlooked by
many investors,  or because the public is overly  pessimistic  about a company's
prospects.  Accordingly,  their  prices can rise  either as a result of improved
business  fundamentals,  particularly  when  earnings  grow faster than  general
expectations,  or as more investors  come to recognize the company's  underlying
potential.  The price of shares in relation to book value,  sales,  asset value,
earnings,  dividends and cash flow,  both  historical and  prospective,  are key
determinants in the security  selection  process.  These criteria are not rigid,
and other  stocks may be included in the  Portfolio if they are expected to help
it attain  its  objective.  Dividend  and  investment  income  is of  incidental
importance.

         Although the Portfolio typically will hold a large number of securities
and follow a  relatively  conservative  value-driven  investment  strategy,  the
Portfolio does entail above-average  investment risk and share price fluctuation
compared to the overall U.S. stock market. The small capitalization companies in
which  the  Portfolio  primarily  invests  may  offer  significant  appreciation
potential. However, smaller companies may carry more risk than larger companies.
Generally,  small companies rely on limited product lines, markets and financial
resources,  and these  and other  factors  may make  them  more  susceptible  to
setbacks or economic  downturns.  Smaller  companies  normally have fewer shares
outstanding  and trade less  frequently  than large  companies.  Therefore,  the
securities of smaller companies may be subject to wider price fluctuations.

Other Investments:

         The  Portfolio  may engage in various  portfolio  strategies  to reduce
certain risks of its investments and to enhance income, but not for speculation.
The  Portfolio  may  purchase  and write  (sell) put and covered call options on
equity  securities  or stock  indices  that are  traded on  national  securities
exchanges.  The  Portfolio may purchase and sell stock index futures for certain
hedging and risk management purposes. New financial products and risk management
techniques  continue  to be  developed  and  the  Portfolio  may use  these  new
investments  and  techniques  to  the  extent  consistent  with  its  investment
objective and policies.

         The  Portfolio  may  invest up to 35% of its net assets (at the time of
investment)  in  securities  (of the type  described  above) that are  primarily
traded in  foreign  countries.  The  Portfolio  may enter into  forward  foreign
currency  exchange  contracts  in  connection  with its  investments  in foreign
securities.  The Portfolio  also may purchase  foreign  currency put options and
write foreign currency call options on U.S.  exchanges or U.S.  over-the-counter
markets.  The  Portfolio  may write a call option on a foreign  currency only in
conjunction with a purchase of a put option on that currency.

         The Portfolio also may invest in preferred stocks and bonds that either
have attached warrants or are convertible into common stocks.

         Additional   information   about  these   investments   and  investment
techniques  and their risks is included  below under  "Certain  Risk Factors and
Investment Methods."

     Temporary  Investments.  For temporary  defensive purposes or pending other
investments,   the  Portfolio  may  invest  in  high-quality,   short-term  debt
obligations of banks,  corporations or the U.S. Government.  While the Portfolio
is in a defensive position,  its ability to achieve its investment  objective of
long-term capital growth will be limited.


<PAGE>


AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO:

     Investment  Objective:  The  investment  objective  of the  Portfolio is to
provide long-term capital growth by investing primarily in  small-capitalization
stocks that appear to be undervalued.

Principal Investment Policies and Risks:

         The Portfolio will normally  invest at least 65% of its total assets in
stocks and  equity-related  securities of small companies ($1 billion or less in
market capitalization).  Reflecting a value approach to investing, the Portfolio
will seek the stocks of companies  whose  current  stock prices do not appear to
adequately reflect their underlying value as measured by assets,  earnings, cash
flow or business franchises.  The Sub-advisor's  research team seeks to identify
companies  that  appear  to be  undervalued  by  various  measures,  and  may be
temporarily out of favor, but have good prospects for capital  appreciation.  In
selecting investments, the Sub-advisor generally looks to the following:

     (1)  Above-average  dividend yield (the stock's annual dividend  divided by
the stock price) relative to a company's peers or its own historic norm.

     (2) Low price/earnings, price/book value or price/cash flow ratios relative
to the S&P 500 Index, the company's peers, or its own historic norm.

     (3) Low stock price relative to a company's underlying asset values.

     (4) A plan to improve the business through restructuring.

     (5) A sound balance sheet and other positive financial characteristics.

     The  Portfolio  may sell  securities  for a variety of reasons,  such as to
secure   gains,   limit   losses  or  re-deploy   assets  into  more   promising
opportunities.  The Portfolio will not sell a stock just because the company has
grown to a market capitalization of more than $1 billion, and it may on occasion
purchase companies with a market cap of more than $1 billion.

         As with all stock funds,  the Portfolio's  share price can fall because
of weakness in the securities market as a whole, in particular  industries or in
specific  holdings.  Investing in small companies  involves greater risk of loss
than is customarily associated with more established companies.  Stocks of small
companies may be subject to more abrupt or erratic price  movements  than larger
company stocks.  Small companies often have limited product lines,  markets,  or
financial resources, and their management may lack depth and experience. While a
value approach to investing is generally  considered to involve less risk than a
growth  approach,  investing in value  stocks  carries the risks that the market
will not recognize the stock's  intrinsic value for a long time, or that a stock
judged to be undervalued may actually be appropriately priced.

Other Investments:

         Although the Portfolio will invest primarily in U.S. common stocks,  it
may also purchase  other types of  securities,  for example,  preferred  stocks,
convertible  securities,  warrants and bonds when considered consistent with the
Portfolio's  investment  objective  and  policies.  The  Portfolio  may purchase
preferred stock for capital  appreciation where the issuer has omitted, or is in
danger of omitting,  payment of the dividend on the stock. Debt securities would
be purchased in companies that meet the investment criteria for the Portfolio.

         The  Portfolio  may  invest  up to 20% of its total  assets in  foreign
securities,  including American  Depositary Receipts and securities of companies
in developing  countries,  and may enter into forward foreign currency  exchange
contracts. (The Portfolio may invest in foreign cash items as described below in
excess of this 20% limit.) 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 also write  (sell) call and put options and purchase put and
call options on securities, financial indices, and currencies. 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."



<PAGE>


         Temporary  Investments.  The  Portfolio may establish and maintain cash
reserves without limitation for temporary  defensive  purposes.  The Portfolio's
reserves  may be invested in  high-quality  domestic  and foreign  money  market
instruments,   including  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
long-term capital growth may be limited.


<PAGE>



AST NEUBERGER BERMAN MID-CAP GROWTH 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.  Companies with equity market  capitalizations from
$300 million to $10 billion at the time of  investment  are  considered  mid-cap
companies for purposes of the  Portfolio.  The Trust may revise this  definition
based on market  conditions.  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.  The  Portfolio  does  not seek to  invest  in  securities  that pay
dividends or interest, and any such income is incidental.

         The Portfolio is normally  managed using a  growth-oriented  investment
approach.  For  growth  investors,  the aim is to invest in  companies  that are
already  successful  but  could  be even  more so.  The  Sub-advisor  looks  for
fast-growing  companies that are in new or rapidly evolving industries.  Factors
in identifying these companies may include  above-average  growth of earnings or
earnings that exceed analysts'  expectations.  The Sub-advisor may also look for
other  characteristics  in a  company,  such as  financial  strength,  a  strong
position  relative to competitors  and a stock price that is reasonable in light
of its growth rate.

         The Sub-advisor follows a disciplined selling strategy,  and may sell a
stock when it reaches a target price,  fails to perform as expected,  or appears
substantially less desirable than another stock.

         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.  In addition,  the Portfolio's growth
investment  program will generally  involve  greater risk and price  fluctuation
than funds that  invest in more  undervalued  securities.  Because the prices of
growth  stocks tend to be based  largely on future  expectations,  these  stocks
historically have been more sensitive than value stocks to bad economic news and
negative earnings surprises.

Other Investments:

         Although  equity  securities  are  normally  the  Portfolio's   primary
investments,  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  investment  grade fixed
income or debt securities. If the quality of any fixed income securities held by
the Portfolio  deteriorates  so that they are no longer  investment  grade,  the
Portfolio will sell such securities in an orderly manner so that its holdings of
such securities do not exceed 5% of its net assets.

         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 or exchange rate 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.

         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 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 MFS GROWTH PORTFOLIO

     Investment  Objective:  The  investment  objective  of the  Portfolio is to
provide long-term growth of capital and future, rather than current, income.

Principal Investment Policies and Risks:

         The Portfolio invests, under normal market conditions,  at least 80% of
its total  assets in common  stocks and related  securities,  such as  preferred
stocks,  convertible  securities and depositary receipts,  of companies that the
Sub-advisor believes offer better than average prospects for long-term growth.

         The  Sub-advisor  uses  a  "bottom  up,"  as  opposed  to  "top  down,"
investment  style in managing  the  Portfolio.  This means that  securities  are
selected  based  upon  fundamental  analysis  of  individual  companies  by  the
Sub-advisor.

         In managing the Portfolio, the Sub-advisor seeks to purchase securities
of companies that it considers  well-run and poised for growth.  The Sub-advisor
looks particularly for companies with the following qualities:

o        a strong franchise, strong cash flows and a recurring revenue stream
o    a strong  industry  position,  where  there is  potential  for high  profit
     margins or substantial barriers to new entry into the industry
o        a strong management with a clearly defined strategy
o        new products or services.

         The  Portfolio  may  invest  up to 30% of its  net  assets  in  foreign
securities.

         As with any fund investing primarily in common stocks, the value of the
securities  held by the  Portfolio  may  decline  in value,  either  because  of
changing  economic,  political or market  conditions  or because of the economic
condition  of the  company  that  issued the  security.  These  declines  may be
substantial.  In addition,  the prices of the growth company stocks in which the
Portfolio invests may fluctuate to a greater extent than other equity securities
due to  changing  market  conditions  or  disappointing  earnings  results.  The
Portfolio  may  invest in  foreign  companies,  including  companies  located in
developing  countries,  and it  therefore  will be subject to risks  relating to
political, social and economic conditions abroad, risks resulting from differing
regulatory standards in non-U.S.  markets, and fluctuations in currency exchange
rates.

Other Investments:

         Although  the  Portfolio  will invest  primarily  in common  stocks and
related securities,  the Portfolio may also invest in variable and floating rate
debt  securities.  The  Portfolio  may purchase and sell futures  contracts  and
related options on securities indices, foreign currencies and interest rates for
hedging and  non-hedging  purposes.  The  Portfolio  may also enter into forward
contracts  for the  purchase  or sale of  foreign  currencies  for  hedging  and
non-hedging  purposes.  The Portfolio  may purchase and write (sell)  options on
securities, stock indices and foreign currencies.

         For more  information  on some of 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  Portfolio  may depart from its  principal
investment strategy by temporarily investing for defensive purposes when adverse
market,  economic or political  conditions  exist.  When investing for defensive
purposes,  the  Portfolio may hold cash or invest in cash  equivalents,  such as
short-term U.S.  government  securities,  commercial paper and bank instruments.
While the Portfolio is in a defensive  position,  the opportunity to achieve its
investment objective will be limited.


<PAGE>


AST MARSICO CAPITAL GROWTH PORTFOLIO:

     Investment Objective:  The investment objective of the Portfolio is to seek
capital growth. Income is not an investment objective and any income realized on
the Portfolio's  investments,  therefore,  will be incidental to the Portfolio's
objective.

Principal Investment Policies and Risks:

         The  Portfolio  will pursue its  objective  by  investing  primarily in
common  stocks.  The  Sub-advisor  expects that the majority of the  Portfolio's
assets  will be  invested  in the  common  stocks of  larger,  more  established
companies.

         In selecting  investments for the Portfolio,  the  Sub-advisor  uses an
approach  that  combines  "top down"  economic  analysis  with "bottom up" stock
selection.  The "top down" approach takes into consideration such macro-economic
factors as interest rates, inflation, the regulatory environment, and the global
competitive landscape. In addition, the Sub-advisor examines such factors as the
most attractive global investment opportunities, industry consolidation, and the
sustainability of economic trends. As a result of this "top down" analysis,  the
Sub-advisor  identifies  sectors,  industries  and companies that should benefit
from the trends the Sub-advisor has observed.

         The  Sub-advisor  then looks for  individual  companies  with  earnings
growth  potential  that  may  not be  recognized  by the  market  at  large.  In
determining  whether a particular  company is appropriate  for investment by the
Portfolio,  the  Sub-advisor  focuses  on  a  number  of  different  attributes,
including the company's  specific market  expertise or dominance,  its franchise
durability and pricing power, solid fundamentals  (e.g., a strong balance sheet,
improving returns on equity, and the ability to generate free cash flow), strong
management,  and reasonable valuations in the context of projected growth rates.
This is called "bottom up" stock selection.

         The primary risk  associated  with  investment in the Portfolio will be
the risk that the equity securities held by the Portfolio will decline in value.
The risk of the  Portfolio  is  expected to be  commensurate  with that of other
funds using a growth strategy to invest in the stocks of large and  medium-sized
companies.

         Although it is the general policy of the Portfolio to purchase and hold
securities  for capital  growth,  changes in the  Portfolio  will be made as the
Sub-advisor  deems  advisable.  For example,  portfolio  changes may result from
liquidity  needs,  securities  having reached a desired  price,  or by reason of
developments not foreseen at the time of the investment was made.

         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
increase  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:

         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
may invest up to 10% of its total assets in debt  securities,  which may include
corporate bonds and debentures and government 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.  The Portfolio may
also use a variety of currency hedging  techniques,  including  forward currency
contracts,  to manage exchange rate risk with respect to investments  exposed to
foreign currency fluctuations.

         Index/structured  Securities. The Portfolio may invest without limit in
index/structured  securities,  which are 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 be
positively or negatively  indexed (i.e., their value may increase or decrease if
the reference index or instrument appreciates).  Index/structured securities may
have return  characteristics  similar to direct  investments  in the  underlying
instruments,  but may be more  volatile  than the  underlying  instruments.  The
Portfolio bears the market risk of an investment in the underlying  instruments,
as well as the credit risk of the issuer of the index/structured security.

         Futures,  Options and Other Derivative  Instruments.  The Portfolio may
purchase and write (sell) options on securities,  financial indices, and foreign
currencies,  and may  invest  in  futures  contracts  on  securities,  financial
indices, and foreign currencies, options on futures contracts, forward contracts
and swaps and swap-related products. These instruments will be used primarily to
hedge  the  Portfolio's   positions   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  increasing  the  Portfolio's  income or  otherwise  enhancing
return.

         For an additional  discussion of many of these types of securities  and
their risks,  see this  Prospectus  under  "Certain Risk Factors and  Investment
Methods."

         Temporary  Investments.  Although  the  Sub-advisor  expects  to invest
primarily in equity  securities,  the  Sub-advisor  may increase the Portfolio's
cash position without limitation when the Sub-advisor  believes 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 and repurchase agreements.  While the
Portfolio is in a defensive position,  the opportunity to achieve its investment
objective of capital growth will be limited.


<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.

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.

         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.

         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:

  -- 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).

The Portfolio may make short sales "against the box." 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 COHEN & STEERS REALTY PORTFOLIO:

     Investment  Objective:  The  investment  objective  of the  Portfolio is to
maximize total return through investment in real estate securities.

Principal Investment Policies and Risks:

The Portfolio  pursues its  investment  objective of maximizing  total return by
seeking,  with approximately equal emphasis,  capital growth and current income.
Under normal  circumstances,  the Portfolio will invest substantially all of its
assets in the equity securities of real estate companies. Such equity securities
will consist of:

o    common stocks (including shares in real estate investment trusts),
o    rights or warrants to purchase common stocks,
o    securities  convertible  into common  stocks where the  conversion  feature
     represents,  in  the  Sub-advisor's  view,  a  significant  element  of the
     securities' value, and
o    preferred stocks.

         For purposes of the  Portfolio's  investment  policies,  a "real estate
company" is one that  derives at least 50% of its revenues  from the  ownership,
construction,  financing, management or sale of real estate or that has at least
50% of its  assets in real  estate.  The  Portfolio  may invest up to 10% of its
total assets in securities of foreign real estate companies.

         Real  estate  companies  may  include  real  estate  investment  trusts
("REITs").  REITs  pool  investors'  funds for  investment  primarily  in income
producing  real  estate or real estate  related  loans or  interests.  REITs can
generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity
REITs,  which  invest the majority of their  assets  directly in real  property,
derive their income primarily from rents.  Equity REITs can also realize capital
gains or losses by selling properties. Mortgage REITs, which invest the majority
of their assets in real estate  mortgages,  derive their income  primarily  from
interest payments. Hybrid REITs combine the characteristics of both Equity REITs
and Mortgage REITs.

         As a fund that invests  primarily in equity  securities,  the Portfolio
will be subject to many of the same risks as other equity  funds.  The Portfolio
also will be  subject to  certain  risks  related  specifically  to real  estate
securities,  and may be subject to greater risk and share price fluctuation than
other equity funds because of the  concentration  of its investments in a single
industry.

         While the Portfolio will not invest in real estate directly, securities
of real estate  companies  may be subject to risks  similar to those  associated
with the direct ownership of real estate. These include risks related to general
and local economic  conditions,  dependence on management skill, heavy cash flow
dependency,  possible lack of available mortgage funds,  overbuilding,  extended
vacancies of  properties,  increases in property  taxes and operating  expenses,
changes  in  zoning  laws,  losses  due to costs  resulting  from  environmental
problems,  casualty or condemnation losses, limitations on rents, and changes in
neighborhood values, the appeal of properties to tenants and interest rates.

         In general, Equity REITs may be affected by changes in the value of the
underlying property owned by the trusts, while Mortgage REITs may be affected by
the quality of any credit  extended.  In the event of a default by a borrower or
lessee,  a REIT  may  experience  delays  and may  incur  substantial  costs  in
enforcing its rights as a mortgagee or lessor.

         Non-Diversified    Status.   The   Portfolio   is   classified   as   a
"non-diversified"  investment  company  under  the 1940  Act,  which  means  the
Portfolio  is not limited by the 1940 Act in the  proportion  of its assets that
may be invested in the  securities of a single  issuer.  However,  the Portfolio
intends to meet certain  diversification  standards  under the Internal  Revenue
Code that must be met to relieve the Portfolio of liability  for Federal  income
tax if its earnings are distributed to shareholders.  As a non-diversified 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 write  (sell)  put and  covered  call  options  and
purchase put and call options on  securities or stock indices that are listed on
a national  securities or commodities  exchange.  The Portfolio may buy and sell
financial futures  contracts,  stock and bond index futures  contracts,  foreign
currency futures contracts and options on the foregoing. The Portfolio may enter
into  forward  foreign  currency  exchange  contracts  in  connection  with  its
investments  in  foreign  securities.  The  Portfolio  may also enter into short
sales,  which are  transactions  in which the Portfolio sells a security it does
not own at the time of the sale in  anticipation  that the  market  price of the
security will decline. The Sub-advisor expects that the Portfolio will use these
techniques on a relatively infrequent basis.

         Additional  information  about  these  techniques  and  their  risks is
included below under "Certain Risk Factors and Investment Methods."

         Temporary  Investments.  When the  Sub-advisor  believes that market or
general  economic  conditions  justify  a  temporary  defensive  position,   the
Portfolio  will  invest  all or a  portion  of its  assets  in  high-grade  debt
securities, including corporate debt securities, U.S. government securities, and
short-term money market  instruments,  without regard to whether the issuer is a
real  estate  company.  While the  Portfolio  is in a  defensive  position,  the
opportunity to achieve its investment  objective of maximum total return will be
limited.  The Portfolio may also invest funds awaiting  investment or funds held
to satisfy  redemption  requests or to pay dividends and other  distributions to
shareholders in short-term money market instruments.


<PAGE>


AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO:

     Investment Objective:  The primary investment objective of the Portfolio is
to seek capital growth. Current income is a secondary investment objective.

Principal Investment Policies and Risks:

         The Portfolio's  investment strategy utilizes  quantitative  management
techniques in a two-step process that draws heavily on computer  technology.  In
the first step,  the  Sub-advisor  ranks  stocks,  primarily  the 1,500  largest
publicly traded U.S. companies  (measured by market  capitalization),  from most
attractive  to  least  attractive.  These  rankings  are  determined  by using a
computer  model that  combines  measures of a stock's  value and measures of its
growth  potential.  To measure value, the Sub-advisor uses ratios of stock price
to book value and stock price to cash flow, among others. To measure growth, the
Sub-advisor uses, among others,  the rate of growth in a company's  earnings and
changes in its earnings estimates.

         In the second step, the Sub-advisor  uses a technique  called portfolio
optimization.  In portfolio  optimization,  the  Sub-advisor  uses a computer to
build a portfolio  of stocks from the ranking  described  earlier that it thinks
will provide the best balance between risk and expected  return.  The goal is to
create an equity  portfolio that provides  better returns than the S&P 500 Index
without  taking on significant  additional  risk.  The  Sub-advisor  attempts to
create a dividend  yield for the Portfolio that will be greater than that of the
S&P 500.

         The  Sub-advisor  does not  attempt  to time the  market.  Instead,  it
intends to keep the Portfolio essentially fully invested in stocks regardless of
the movement of stock prices generally.

         Like any fund investing  primarily in common  stocks,  the Portfolio is
subject to the risk that the value of the  stocks it  invests  in will  decline.
These declines could be substantial.

         Because  the  Portfolio  is  managed  to an index  (the S&P  500),  its
performance will be closely tied to the performance of the index. If the S&P 500
goes down, it is likely that the Portfolio's  share price will also go down. The
Portfolio's investments in income-producing stocks may reduce to some degree the
Portfolio's  level of risk and share price  fluctuation  (and its  potential for
gain) relative to the S&P 500.  However,  if the stocks that make up the S&P 500
do not have a high dividend yield at a given time, then the Portfolio's dividend
yield also will not be high.

Other Investments:

         When the  Sub-advisor  believes  that it is prudent,  the Portfolio may
invest in securities other than stocks, such as convertible securities,  foreign
securities,   short-term  instruments  and  non-leveraged  stock  index  futures
contracts.  Stock index futures  contracts can help the Portfolio's  cash assets
remain liquid while  performing  more like stocks.  The Portfolio also may short
sales "against the box." Additional information on these types of investments is
included in this Prospectus under "Certain Risk Factors and Investment Methods."



<PAGE>


AST INVESCO EQUIT INCOME PORTFOLIO:

Investment Objective:  The investment objective of the Portfolio is to seek high
current  income while  following  sound  investment  practices.  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 PIMCO TOTAL RETURN BOND PORTFOLIO:

     Investment Objective:  The investment objective of the Portfolio is to seek
to maximize total return,  consistent  with  preservation of capital and prudent
investment management.

Principal Investment Policies and Risks:

         The  Portfolio  will invest at least 65% of its assets in the following
types of fixed income securities;

<TABLE>
<CAPTION>
<S>      <C>
o        securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities;
o        corporate debt securities, including convertible securities and commercial paper;
o        mortgage and other asset-backed securities;
o        structured notes, including hybrid or "indexed" securities, and loan participations;
o        delayed funding loans and revolving credit securities;
o        bank certificates of deposit, fixed time deposits and bankers' acceptances;
o        repurchase agreements and reverse repurchase agreements;
o        obligations of foreign governments or their subdivisions, agencies and instrumentalities; and
o        obligations of international agencies or supranational entities.
</TABLE>

Portfolio  holdings will be  concentrated  in areas of the bond market (based on
quality,  sector, interest rate or maturity) that the Sub-advisor believes to be
relatively  undervalued.  In selecting fixed income securities,  the Sub-advisor
uses  economic  forecasting,  interest rate  anticipation,  credit and call risk
analysis,  foreign  currency  exchange rate  forecasting,  and other  securities
selection  techniques.  The proportion of the  Portfolio's  assets  committed to
investment in securities with particular characteristics (such as maturity, type
and coupon rate) will vary based on the  Sub-advisor's  outlook for the U.S. and
foreign economies,  the financial markets,  and other factors. The management of
duration (a measure of a fixed income security's expected life that incorporates
its yield,  coupon interest payments,  final maturity and call features into one
measure) is one of the fundamental tools used by the Sub-advisor.

         The  Portfolio  will  invest  in  fixed-income  securities  of  varying
maturities.  The average portfolio duration of the Portfolio generally will vary
within a three- to six-year time frame based on the  Sub-advisor's  forecast for
interest rates. The Portfolio may invest up to 10% of its assets in fixed income
securities that are rated below  investment grade ("junk bonds") but are rated B
or higher by Moody's Investors Services,  Inc.  ("Moody's") or Standard & Poor's
Corporation  ("S&P") (or, if unrated,  determined  by the  Sub-advisor  to be of
comparable quality).

         Generally,  over the long term,  the  return  obtained  by a  portfolio
investing  primarily in fixed  income  securities  such as the  Portfolio is not
expected  to be as great as that  obtained by a  portfolio  investing  in equity
securities.  At the same time, the risk and price  fluctuation of a fixed income
fund is  expected to be less than that of an equity  portfolio,  so that a fixed
income portfolio is generally  considered to be a more conservative  investment.
However,  the Portfolio can and routinely  does invest in certain  complex fixed
income securities  (including various types of mortgage-backed  and asset-backed
securities) and engage in a number of investment  practices  (including futures,
swaps and dollar rolls) as described  below,  that many other fixed income funds
do not utilize.  These  investments  and  practices are designed to increase the
Portfolio's return or hedge its investments,  but may increase the risk to which
the Portfolio is subject.

         Like other fixed income funds, the Portfolio is subject to market risk.
Bond values  fluctuate  based on changes in interest rates,  market  conditions,
investor  confidence  and  announcements  of  economic,  political  or financial
information.  Generally,  the  value  of fixed  income  securities  will  change
inversely with changes in market interest rates. As interest rates rise,  market
value tends to decrease. This risk will be greater for long-term securities than
for short-term securities.  Certain  mortgage-backed and asset-backed securities
and derivative instruments in which the Portfolio may invest may be particularly
sensitive to changes in interest rates.  The Portfolio is also subject to credit
risk,  which is the possibility  that an issuer of a security (or a counterparty
to a derivative  contract) will default or become unable to meet its obligation.
Generally,  the lower the rating of a security,  the higher its degree of credit
risk.

         The following  paragraphs  describe some specific types of fixed-income
investments  that the  Portfolio  may  invest  in,  and  some of the  investment
practices  that the  Portfolio  will engage in. More  information  about some of
these  investments,   including  futures,   options  and   mortgage-backed   and
asset-backed  securities,  is included  below under  "Certain  Risk  Factors and
Investment Methods."

         U.S. Government  Securities.  The Portfolio may invest in various types
of U.S.  Government  securities,  including those that are supported by the full
faith and credit of the United States;  those that are supported by the right of
the issuing agency to borrow from the U.S. Treasury; those that are supported by
the  discretionary  authority  of the U.S.  Government  to purchase the agency's
obligations;  and still  others  that are  supported  only by the  credit of the
instrumentality.

         Corporate Debt Securities.  Corporate debt securities include corporate
bonds,  debentures,  notes and other similar instruments,  including convertible
securities and preferred  stock.  Debt  securities may be acquired with warrants
attached. The rate of return or return of principal on some debt obligations may
be linked or indexed to exchange  rates  between  the U.S.  dollar and a foreign
currency or currencies.

         While the  Sub-advisor  may  regard  some  countries  or  companies  as
favorable  investments,  pure fixed income  opportunities may be unattractive or
limited due to insufficient supply or legal or technical  restrictions.  In such
cases, the Portfolio may consider equity securities or convertible bonds to gain
exposure to such investments.

         Variable  and Floating  Rate  Securities.  Variable  and floating  rate
securities  provide for a periodic  adjustment  in the interest rate paid on the
obligations.  The interest rates on these  securities are tied to other interest
rates,  such  as  money-market   indices  or  Treasury  bill  rates,  and  reset
periodically. While these securities provide the Portfolio with a certain degree
of protection  against losses caused by rising interest  rates,  they will cause
the Portfolio's interest income to decline if market interest rates decline.

         Inflation-Indexed  Bonds.  Inflation-indexed  bonds  are  fixed  income
securities whose principal value is periodically  adjusted according to the rate
of  inflation.  The interest  rate on these bonds is fixed at  issuance,  and is
generally  lower than the interest rate on typical  bonds.  Over the life of the
bond,  however,  this interest will be paid based on a principal  value that has
been adjusted for inflation.  Repayment of the adjusted  principal upon maturity
may be guaranteed, but the market value of the bonds is not guaranteed, and will
fluctuate.  The  Portfolio  may  invest in  inflation-indexed  bonds that do not
provide a  repayment  guarantee.  While  these  securities  are  expected  to be
protected from long-term inflationary trends,  short-term increases in inflation
may lead to losses.

         Catastrophe  Bonds.  Catastrophe  bonds are fixed income securities for
which the return of  principal  and payment of interest is  contingent  upon the
non-occurrence  of a specific  "trigger"  event.  The trigger  event may be, for
example,  a hurricane  or an  earthquake  in a specific  geographic  region that
causes losses  exceeding a specific  amount.  If the trigger  event occurs,  the
Portfolio  may lose all or a  portion  of the  amount it  invested  in the bond.
Catastrophe  bonds  may also  expose  the  Portfolio  to  certain  other  risks,
including   default,   adverse  regulatory   interpretation,   and  adverse  tax
consequences.

         Mortgage-Related and Other Asset-Backed  Securities.  The Portfolio may
invest all of its assets in mortgage-backed  and other asset-backed  securities,
including collateralized mortgage obligations. The value of some mortgage-backed
and asset-backed  securities in which the Portfolio  invests may be particularly
sensitive to changes in market interest rates.

         Reverse Repurchase Agreements and Dollar Rolls. In addition to entering
into reverse  repurchase  agreements  (as  described  below under  "Certain Risk
Factors  and  Investment  Methods"),  the  Portfolio  may also enter into dollar
rolls. In a dollar roll, the Portfolio sells mortgage-backed or other securities
for  delivery  in the current  month and  simultaneously  contracts  to purchase
substantially  similar  securities  on a specified  future date.  The  Portfolio
forgoes principal and interest paid on the securities sold in a dollar roll, but
the Portfolio is compensated  by the difference  between the sales price and the
lower price for the future  purchase,  as well as by any interest  earned on the
proceeds of the securities sold. The Portfolio also could be compensated through
the receipt of fee income. Reverse repurchase agreements and dollar rolls can be
viewed as  collateralized  borrowings and, like other  borrowings,  will tend to
exaggerate  fluctuations in Portfolio's  share price and may cause the Portfolio
to need to sell portfolio  securities at times when it would  otherwise not wish
to do so.

         Foreign Securities. The Portfolio may invest up to 20% of its assets in
securities denominated in foreign currencies and may invest beyond this limit in
U.S. dollar-denominated  securities of foreign issuers. The Portfolio may invest
up to 10% of its assets in securities  of issuers based in developing  countries
(as  determined  by the  Sub-advisor).  The  Portfolio  may buy and sell foreign
currency  futures  contracts  and  options on  foreign  currencies  and  foreign
currency futures  contracts,  and enter into forward foreign  currency  exchange
contracts for the purpose of hedging  currency  exchange  risks arising from the
Portfolio's  investment or anticipated  investment in securities  denominated in
foreign currencies.

         Derivative  Instruments.  The Portfolio may purchase and write call and
put options on securities,  securities  indices and on foreign  currencies.  The
Portfolio  may invest in interest  rate futures  contracts,  stock index futures
contracts and foreign  currency  futures  contracts and options thereon that are
traded on U.S. or foreign  exchanges or boards of trade.  The Portfolio may also
enter into swap  agreements with respect to foreign  currencies,  interest rates
and securities indices.  The Portfolio may use these techniques to hedge against
changes in interest rates,  currency  exchange rates or securities  prices or as
part of its overall investment strategy.

         For a  discussion  of futures  and options  and their  risks,  see this
Prospectus under "Certain Risk Factors and Investment  Methods." The Portfolio's
investments in swap agreements are described directly below.

         Swap Agreements.  The Portfolio may enter into interest rate, index and
currency  exchange rate swap agreements for the purposes of attempting to obtain
a desired return at a lower cost than if the Portfolio had invested  directly in
an instrument  that yielded the desired  return.  Swap  agreements are two-party
contracts entered into primarily by institutional  investors for periods ranging
from a few weeks to more than one year. In a standard  "swap"  transaction,  the
two parties agree to exchange the returns (or  differentials in rates of return)
earned or realized on particular  investments or instruments.  The returns to be
exchanged  between  the  parties  are  calculated  with  respect to a  "notional
amount," i.e., a specified  dollar amount that is  hypothetically  invested at a
particular interest rate, in a particular foreign currency,  or in a "basket" of
securities  representing  a  particular  index.  Commonly  used swap  agreements
include  interest  rate caps,  under which,  in return for a premium,  one party
agrees to make payments to the other to the extent that interest  rates exceed a
specified rate or "cap";  interest floors, under which, in return for a premium,
one party agrees to make payments to the other to the extent that interest rates
fall below a specified level or "floor"; and interest rate collars,  under which
a party sells a cap and purchases a floor or vice versa in an attempt to protect
itself  against  interest  rate  movements  exceeding  given  minimum or maximum
levels.

         Under most swap agreements entered into by the Portfolio,  the parties'
obligations  are  determined  on a "net basis."  Consequently,  the  Portfolio's
obligations (or rights) under a swap agreement will generally be equal only to a
net amount based on the relative values of the positions held by each party.

         Whether the  Portfolio's use of swap agreements will be successful will
depend on the sub-advisor's ability to predict that certain types of investments
are likely to produce  greater  returns than other  investments.  Moreover,  the
Portfolio  may not receive the  expected  amount  under a swap  agreement if the
other party to the agreement  defaults or becomes bankrupt.  The swaps market is
relatively new and is largely unregulated.


<PAGE>


AST PIMCO LIMITED MATURITY BOND PORTFOLIO:

     Investment Objective:  The investment objective of the Portfolio is to seek
to maximize total return,  consistent  with  preservation of capital and prudent
investment management.

Principal Investment Policies and Risks:

         The  Portfolio  will invest at least 65% of its assets in the following
types of fixed income securities;

<TABLE>
<CAPTION>
<S>      <C>
o        securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities;
o        corporate debt securities, including convertible securities and commercial paper;
o        mortgage and other asset-backed securities;
o        structured notes, including hybrid or "indexed" securities, and loan participations;
o        delayed funding loans and revolving credit securities;
o        bank certificates of deposit, fixed time deposits and bankers' acceptances;
o        repurchase agreements and reverse repurchase agreements;
o        obligations of foreign governments or their subdivisions, agencies and instrumentalities; and
o        obligations of international agencies or supranational entities.
</TABLE>

         Portfolio  holdings  will be  concentrated  in areas of the bond market
(based on quality,  sector,  interest  rate or  maturity)  that the  Sub-advisor
believes to be relatively undervalued. In selecting fixed income securities, the
Sub-advisor uses economic  forecasting,  interest rate anticipation,  credit and
call risk  analysis,  foreign  currency  exchange  rate  forecasting,  and other
securities  selection  techniques.  The  proportion  of the  Portfolio's  assets
committed to investment in securities with particular  characteristics  (such as
maturity, type and coupon rate) will vary based on the Sub-advisor's outlook for
the U.S. and foreign economies,  the financial markets,  and other factors.  The
management  of duration (a measure of a fixed income  security's  expected  life
that incorporates its yield,  coupon interest payments,  final maturity and call
features  into  one  measure)  is one  of  the  fundamental  tools  used  by the
Sub-advisor.

         The  Portfolio  will  invest  in  fixed-income  securities  of  varying
maturities.  The average portfolio duration of the Portfolio generally will vary
within a one- to three-year time frame based on the  Sub-advisor's  forecast for
interest rates. The Portfolio may invest up to 10% of its assets in fixed income
securities that are rated below  investment grade ("junk bonds") but are rated B
or higher by Moody's Investors Services,  Inc.  ("Moody's") or Standard & Poor's
Corporation  ("S&P") (or, if unrated,  determined  by the  Sub-advisor  to be of
comparable quality).

         Generally,  over the long term,  the  return  obtained  by a  portfolio
investing  primarily in fixed  income  securities  such as the  Portfolio is not
expected  to be as great as that  obtained by a  portfolio  investing  in equity
securities.  At the same time, the risk and price  fluctuation of a fixed income
fund is  expected to be less than that of an equity  portfolio,  so that a fixed
income portfolio is generally  considered to be a more conservative  investment.
However,  the Portfolio can and routinely  does invest in certain  complex fixed
income securities  (including various types of mortgage-backed  and asset-backed
securities) and engage in a number of investment  practices  (including futures,
swaps and dollar rolls) as described  below,  that many other fixed income funds
do not utilize.  These  investments  and  practices are designed to increase the
Portfolio's return or hedge its investments,  but may increase the risk to which
the Portfolio is subject.

         Like other fixed income funds, the Portfolio is subject to market risk.
Bond values  fluctuate  based on changes in interest rates,  market  conditions,
investor  confidence  and  announcements  of  economic,  political  or financial
information.  Generally,  the  value  of fixed  income  securities  will  change
inversely with changes in market interest rates. As interest rates rise,  market
value tends to decrease. This risk will be greater for long-term securities than
for short-term securities. Therefore, the Portfolio's share price is expected to
fluctuate  less than the AST PIMCO  Total  Return  Bond  Portfolio,  because its
average  duration  will be shorter.  Certain  mortgage-backed  and  asset-backed
securities and  derivative  instruments in which the Portfolio may invest may be
particularly  sensitive  to changes in interest  rates.  The  Portfolio  is also
subject to credit risk,  which is the  possibility  that an issuer of a security
(or a  counterparty  to a derivative  contract) will default or become unable to
meet its obligation.  Generally,  the lower the rating of a security, the higher
its degree of credit risk.

         The following  paragraphs  describe some specific types of fixed-income
investments  that the  Portfolio  may  invest  in,  and  some of the  investment
practices  that the  Portfolio  will engage in. More  information  about some of
these  investments,   including  futures,   options  and   mortgage-backed   and
asset-backed  securities,  is included  below under  "Certain  Risk  Factors and
Investment Methods."

         U.S. Government  Securities.  The Portfolio may invest in various types
of U.S.  Government  securities,  including those that are supported by the full
faith and credit of the United States;  those that are supported by the right of
the issuing agency to borrow from the U.S. Treasury; those that are supported by
the  discretionary  authority  of the U.S.  Government  to purchase the agency's
obligations;  and still  others  that are  supported  only by the  credit of the
instrumentality.

         Corporate Debt Securities.  Corporate debt securities include corporate
bonds,  debentures,  notes and other similar instruments,  including convertible
securities and preferred  stock.  Debt  securities may be acquired with warrants
attached. The rate of return or return of principal on some debt obligations may
be linked or indexed to exchange  rates  between  the U.S.  dollar and a foreign
currency or currencies.

         While the  Sub-advisor  may  regard  some  countries  or  companies  as
favorable  investments,  pure fixed income  opportunities may be unattractive or
limited due to insufficient supply or legal or technical  restrictions.  In such
cases, the Portfolio may consider equity securities or convertible bonds to gain
exposure to such investments.

         Variable  and Floating  Rate  Securities.  Variable  and floating  rate
securities  provide for a periodic  adjustment  in the interest rate paid on the
obligations.  The interest rates on these  securities are tied to other interest
rates,  such  as  money-market   indices  or  Treasury  bill  rates,  and  reset
periodically. While these securities provide the Portfolio with a certain degree
of protection  against losses caused by rising interest  rates,  they will cause
the Portfolio's interest income to decline if market interest rates decline.

         Inflation-Indexed  Bonds.  Inflation-indexed  bonds  are  fixed  income
securities whose principal value is periodically  adjusted according to the rate
of  inflation.  The interest  rate on these bonds is fixed at  issuance,  and is
generally  lower than the interest rate on typical  bonds.  Over the life of the
bond,  however,  this interest will be paid based on a principal  value that has
been adjusted for inflation.  Repayment of the adjusted  principal upon maturity
may be guaranteed, but the market value of the bonds is not guaranteed, and will
fluctuate.  The  Portfolio  may  invest in  inflation-indexed  bonds that do not
provide a  repayment  guarantee.  While  these  securities  are  expected  to be
protected from long-term inflationary trends,  short-term increases in inflation
may lead to losses.

         Catastrophe  Bonds.  Catastrophe  bonds are fixed income securities for
which the return of  principal  and payment of interest is  contingent  upon the
non-occurrence  of a specific  "trigger"  event.  The trigger  event may be, for
example,  a hurricane  or an  earthquake  in a specific  geographic  region that
causes losses  exceeding a specific  amount.  If the trigger  event occurs,  the
Portfolio  may lose all or a  portion  of the  amount it  invested  in the bond.
Catastrophe  bonds  may also  expose  the  Portfolio  to  certain  other  risks,
including   default,   adverse  regulatory   interpretation,   and  adverse  tax
consequences.

         Mortgage-Related and Other Asset-Backed  Securities.  The Portfolio may
invest all of its assets in mortgage-backed  and other asset-backed  securities,
including  collateralized  mortgage  obligations  and  stripped  mortgage-backed
securities.  The value of some  mortgage-backed  and asset-backed  securities in
which the Portfolio  invests may be particularly  sensitive to changes in market
interest rates.

         Reverse Repurchase Agreements and Dollar Rolls. In addition to entering
into reverse  repurchase  agreements  (as  described  below under  "Certain Risk
Factors  and  Investment  Methods"),  the  Portfolio  may also enter into dollar
rolls. In a dollar roll, the Portfolio sells mortgage-backed or other securities
for  delivery  in the current  month and  simultaneously  contracts  to purchase
substantially  similar  securities  on a specified  future date.  The  Portfolio
forgoes principal and interest paid on the securities sold in a dollar roll, but
the Portfolio is compensated  by the difference  between the sales price and the
lower price for the future  purchase,  as well as by any interest  earned on the
proceeds of the securities sold. The Portfolio also could be compensated through
the receipt of fee income. Reverse repurchase agreements and dollar rolls can be
viewed as  collateralized  borrowings and, like other  borrowings,  will tend to
exaggerate  fluctuations in Portfolio's  share price and may cause the Portfolio
to need to sell portfolio  securities at times when it would  otherwise not wish
to do so.

         Foreign Securities. The Portfolio may invest up to 20% of its assets in
securities denominated in foreign currencies and may invest beyond this limit in
U.S. dollar-denominated securities of foreign issuers. The Portfolio may buy and
sell foreign  currency futures  contracts and options on foreign  currencies and
foreign  currency  futures  contracts,  and enter into forward foreign  currency
exchange  contracts for the purpose of hedging  currency  exchange risks arising
from  the  Portfolio's   investment  or  anticipated  investment  in  securities
denominated in foreign currencies.

         Derivative  Instruments.  The Portfolio may purchase and write call and
put options on securities,  securities  indices and on foreign  currencies.  The
Portfolio  may invest in interest  rate futures  contracts,  stock index futures
contracts and foreign  currency  futures  contracts and options thereon that are
traded on U.S. or foreign  exchanges or boards of trade.  The Portfolio may also
enter into swap  agreements with respect to foreign  currencies,  interest rates
and securities indices.  The Portfolio may use these techniques to hedge against
changes in interest rates,  currency  exchange rates or securities  prices or as
part of its overall investment strategy.

         For a  discussion  of futures  and options  and their  risks,  see this
Prospectus under "Certain Risk Factors and Investment  Methods." The Portfolio's
investments in swap agreements are described directly below.

         Swap Agreements.  The Portfolio may enter into interest rate, index and
currency  exchange rate swap agreements for the purposes of attempting to obtain
a desired return at a lower cost than if the Portfolio had invested  directly in
an instrument  that yielded the desired  return.  Swap  agreements are two-party
contracts entered into primarily by institutional  investors for periods ranging
from a few weeks to more than one year. In a standard  "swap"  transaction,  the
two parties agree to exchange the returns (or  differentials in rates of return)
earned or realized on particular  investments or instruments.  The returns to be
exchanged  between  the  parties  are  calculated  with  respect to a  "notional
amount," i.e., a specified  dollar amount that is  hypothetically  invested at a
particular interest rate, in a particular foreign currency,  or in a "basket" of
securities  representing  a  particular  index.  Commonly  used swap  agreements
include  interest  rate caps,  under which,  in return for a premium,  one party
agrees to make payments to the other to the extent that interest  rates exceed a
specified rate or "cap";  interest floors, under which, in return for a premium,
one party agrees to make payments to the other to the extent that interest rates
fall below a specified level or "floor"; and interest rate collars,  under which
a party sells a cap and purchases a floor or vice versa in an attempt to protect
itself  against  interest  rate  movements  exceeding  given  minimum or maximum
levels.

         Under most swap agreements entered into by the Portfolio,  the parties'
obligations  are  determined  on a "net basis."  Consequently,  the  Portfolio's
obligations (or rights) under a swap agreement will generally be equal only to a
net amount based on the relative values of the positions held by each party.

         Whether the  Portfolio's use of swap agreements will be successful will
depend on the sub-advisor's ability to predict that certain types of investments
are likely to produce  greater  returns than other  investments.  Moreover,  the
Portfolio  may not receive the  expected  amount  under a swap  agreement if the
other party to the agreement  defaults or becomes bankrupt.  The swaps market is
relatively new and is largely unregulated.


<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  may regularly  have annual rates of
turnover exceeding 100%:

         AST Janus  Overseas  Growth   Portfolio
         AST Janus  Small-Cap  Growth  Portfolio
         AST Neuberger  Berman Mid-Cap Growth  Portfolio
         AST Neuberger  Berman Mid-Cap Value Portfolio
         AST Marsico Capital Growth Portfolio
         AST JanCap Growth  Portfolio
         AST Cohen & Steers Realty  Portfolio
         AST PIMCO Total Return Bond Portfolio
         AST PIMCO Limited Maturity 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 50  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 obtained an exemption  from the  Securities  and Exchange
Commission  that permits ASISI,  subject to approval by the Board of Trustees of
the  Trust,  to  change  sub-advisors  for a  Portfolio  and to  enter  into new
sub-advisory agreements,  without obtaining shareholder approval of the changes.
This  exemption  (which is similar  to  exemptions  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.  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  $33 billion under  management as of June 30,
1999 in its offices in Baltimore,  London, Tokyo, Hong Kong,  Singapore,  Buenos
Aires and  Paris.  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,  John R. Ford, James B.M.
Seddon, and David J.L. Warren.  Martin Wade joined Price-Fleming in 1979 and has
30 years of experience with Fleming Group (Fleming Group includes Robert Fleming
Holdings Ltd. and/or Jardine Fleming Group 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.
John R. Ford joined  Price-Fleming  in 1982 and has 19 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 1983 and has 18 years  experience in
equity research, fixed income research and portfolio management.

         Janus  Capital  Corporation  ("Janus"),  100 Fillmore  Street,  Denver,
Colorado  80206-4923,  serves as Sub-advisor  for the AST Janus Overseas  Growth
Portfolio,  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 June 30, 1999,  Janus managed assets
worth over $153 billion.

     The portfolio manager  responsible for management of the AST Janus Overseas
Growth Portfolio is Helen Young Hayes, Vice President of Janus. Ms. Hayes joined
Janus in 1987.

         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.

     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.

         American  Century  Investment  Management,  Inc.  ("American  Century")
(formerly,  Investors Research  Corporation),  American Century Tower, 4500 Main
Street,  Kansas City, Missouri 64111, serves as Sub-advisor for the AST American
Century  Income  &  Growth  Portfolio.   American  Century  has  been  providing
investment advisory services to investment  companies and institutional  clients
since 1958. As of June 30, 1999,  American  Century and its  affiliates  managed
assets totaling approximately $91 billion.

         American  Century  utilizes  a team of  portfolio  managers,  assistant
portfolio  managers  and  analysts  acting  together to manage the assets of the
Portfolios.

     The portfolio  manager  members of the portfolio team  responsible  for the
day-to-day  management of the AST American Century Income & Growth Portfolio are
John  Schniedwind,  Kurt  Borgwardt,  Jeffrey R. Tyler and William  Martin.  Mr.
Schniedwind is Senior Vice President and Group Leader -- Quantitative Equity for
American  Century,  and has been with American Century since 1982. Mr. Borgwardt
is Vice  President,  Portfolio  Manager  and  Director  of  Quantitative  Equity
Research for American  Century,  and has been with American  Century since 1990.
Mr. Tyler, Senior Vice President and Portfolio Manager,  joined American Century
in 1988.  William Martin,  Vice President and Senior Portfolio  Manager,  joined
American Century in 1989.

         Massachusetts  Financial Services Company ("MFS"),  which is located at
500 Boylston Street, Boston,  Massachusetts 02116, serves as Sub-advisor for the
AST MFS Growth Portfolio.  MFS and its predecessor  organizations have a history
of money management  dating from 1924. As of June 30, 1999, the net assets under
the management of the MFS organization were approximately $114 billion.

         The portfolio  manager  responsible  for the  management of the AST MFS
Growth  Portfolio is Stephen  Pesek.  Mr.  Pesek,  a Vice  President of MFS, has
managed the  Portfolio  since its  inception  and has been  employed by MFS as a
portfolio manager since 1994.

         Lord Abbett & Co. ("Lord  Abbett"),  The General Motors  Building,  767
Fifth Avenue,  New York, New York 10153-0203,  serves as Sub-advisor for the AST
Lord  Abbett  Small Cap Value  Portfolio.  Lord  Abbett  has been an  investment
manager  for  over  68  years.   As  of  June  30,  1999,  Lord  Abbett  managed
approximately  $33.4  billion  in a family  of mutual  funds and other  advisory
accounts.

     The portfolio  manager  responsible  for  management of the AST Lord Abbett
Small Cap Value  Portfolio is Robert P. Fetch.  Mr.  Fetch,  who has managed the
Portfolio  since its  inception,  joined Lord  Abbett as a Portfolio  Manager in
August, 1995. From 1989 to 1995, Mr. Fetch was a Managing Director of Prudential
Investment Advisors.

         T. Rowe  Price  Associates,  Inc.  ("T.  Rowe  Price"),  100 East Pratt
Street,  Baltimore,  Maryland  21202,  serves as Sub-advisor for the AST T. Rowe
Price Small  Company Value  Portfolio.  T. Rowe Price was founded in 1937 by the
late Thomas Rowe Price,  Jr. As of June 30,  1999,  the firm and its  affiliates
managed  approximately  $159 billion for approximately  seven million individual
and institutional accounts.

         T. Rowe Price manages each  Portfolio  through an  Investment  Advisory
Committee. The Committee Chairman has day-to-day responsibility for managing the
Portfolio  and  works  with  the  Committee  in  developing  and  executing  the
Portfolio's investment program.

     The Investment  Advisory  Committee for the AST T. Rowe Price Small Company
Value  Portfolio  is  composed  of the  following  members:  Preston  G.  Athey,
Chairman, Hugh M. Evans III and Gregory A. McCrickard.  Mr. Athey joined T. Rowe
Price in 1978, has been managing investments since 1982 and has been Chairman of
the Investment  Advisory Committee since the Portfolio's  inception in December,
1996.

         Neuberger Berman Management Inc. ("NB  Management"),  605 Third Avenue,
New York, NY 10158,  serves as sub-advisor for the AST Neuberger  Berman Mid-Cap
Growth  Portfolio  and 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 $57 billion of assets
as of June 30, 1999.

         Jennifer K. Silver and Brooke A. Cobb have been  primarily  responsible
for  the  day-to-day  management  of the AST  Neuberger  Berman  Mid-Cap  Growth
Portfolio since NB Management  became the  Portfolio's  Sub-advisor in May 1998.
Ms. Silver is Director of the Neuberger Berman Growth Equity Group, and both she
and Mr.  Cobb  are  Vice  Presidents  of NB  Management.  Prior  to  joining  NB
Management in 1997, Ms. Silver was a portfolio  manager for several large mutual
funds managed by a prominent investment adviser. Prior to joining NB Management,
Mr.  Cobb was the chief  investment  officer  for an  investment  advisory  firm
managing  individual  accounts  from  1995 to 1997  and,  from  1992 to 1995,  a
portfolio manager of a large mutual fund managed by a prominent adviser.

     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.

         Marsico Capital Management,  LLC ("Marsico Capital"), 1200 17th Street,
Suite 1300, Denver, CO 80202,  serves as Sub-advisor for the AST Marsico Capital
Growth  Portfolio.  Thomas F. Marsico,  Chairman and Chief Executive  Officer of
Marsico Capital, has had primary  responsibility for management of the Portfolio
since its inception.  Prior to forming Marsico  Capital in September,  1997, Mr.
Marsico  served as  Executive  Vice  President  and  Portfolio  Manager at Janus
Capital  Corporation  ("Janus").  Mr. Marsico joined Janus in March, 1986. As of
June 30, 1999, Marsico Capital managed approximately $7.4 billion in assets.

         Cohen & Steers Capital Management,  Inc. ("Cohen & Steers"),  757 Third
Avenue,  New York, New York 10017,  acts as the  Sub-advisor for the AST Cohen &
Steers  Realty  Portfolio.  Cohen  &  Steers  is the  leading  U.S.  manager  of
portfolios  dedicated to investments in real estate investment trusts ("REITS").
As of June 30, 1999, Cohen & Steers managed approximately $4 billion in assets.

         Robert H. Steers,  Chairman, and Martin Cohen, President formed Cohen &
Steers in 1986 and have been  responsible  for the day-to-day  management of the
AST Cohen & Steers Realty Portfolio since its inception.

         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  $296 billion of assets as of
June 30, 1999.

     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.

         Pacific Investment  Management  Company  ("PIMCO"),  840 Newport Center
Drive, Suite 300, Newport Beach,  California 92660 serves as Sub-advisor for the
AST PIMCO Total Return Bond  Portfolio and the AST PIMCO  Limited  Maturity Bond
Portfolio.  PIMCO is an  investment  counseling  firm founded in 1971 and, as of
June 30, 1999, had approximately $172 billion of assets under management.

         The portfolio manager responsible for management of the AST PIMCO Total
Return Bond  Portfolio  and the AST PIMCO  Limited  Maturity  Bond  Portfolio is
William H. Gross.  Mr. Gross is managing  director of PIMCO has been  associated
with the firm since 1971, and has managed each Portfolio since their  respective
commencement of operations.

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 Overseas Growth Portfolio:                                                         1.00%
AST Janus Small-Cap Growth Portfolio:                                                        0.90%
AST Lord Abbett Small Cap Value Portfolio:                                                   0.95%
AST T. Rowe Price Small Company Value Portfolio:                                             0.90%
AST Neuberger Berman Mid-Cap Growth Portfolio:1                                              0.85%
AST Neuberger Berman Mid-Cap Value Portfolio:2                                               0.82%
AST Marsico Capital Growth Portfolio:                                                        0.90%
AST JanCap Growth Portfolio:                                                                 0.87%
AST Cohen & Steers Realty Portfolio:                                                         1.00%
AST American Century Income & Growth Portfolio:                                              0.75%
AST INVESCO Equity Income Portfolio:                                                         0.75%
AST PIMCO Total Return Bond Portfolio:                                                       0.65%
AST PIMCO Limited Maturity Bond Portfolio:                                                   0.65%
</TABLE>

         1 Prior to May 1, 1998, Berger  Associates,  Inc. served as Sub-advisor
for the Portfolio (formerly the Berger Capital Growth 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.

         2 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.

         The investment  management  fee rate for the AST MFS Growth  Portfolio,
which had not  commenced  operations  as of the date of this  Prospectus,  is an
annual rate of .90% of the average daily net assets of the Portfolio.

         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.  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 or 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>

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 in a  Portfolio.  Except for the  financial
information  for the  period  ended  June  30,  1999,  which is  unaudited,  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. No financial
information is included for the AST MFS Growth Portfolio which had not commenced
operations prior to June 30, 1999.


 <TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                         INCREASE (DECREASE) FROM
                                                          INVESTMENT OPERATIONS                     LESS DISTRIBUTIONS
                                                  --------------------------------------   -------------------------------------
                                   NET ASSET     NET                                                                       NET ASSET
                                     VALUE    INVESTMENT   NET REALIZED  TOTAL FROM   FROM NET    FROM NET                   VALUE
                         PERIOD    BEGINNING    INCOME     & UNREALIZED  INVESTMENT   INVESTMENT  REALIZED      TOTAL         END
       PORTFOLIO         ENDED     OF PERIOD    (LOSS)     GAIN (LOSS)   OPERATIONS    INCOME     GAINS     DISTRIBUTIONS  OF PERIOD
- ----------------------  --------   ---------  ----------   ------------  ----------   ---------- --------   -------------  ---------
<S>                       <C>         <C>         <C>        <C>           <C>      <C>          <C>        <C>              <C>


AST JanCap Growth       06/30/99*     $ 37.00     $   --     $  6.81   $   6.81     $    --   $  (1.49)    $(1.49)       $  42.32
                        12/31/98        23.15       0.04                             (0.08)      (1.21)     (1.29)          37.00
                                                               15.10      15.14
                        12/31/97        18.79       0.06                             (0.05)      (0.81)     (0.86)          23.15
                                                                5.16       5.22
                        12/31/96        15.40       0.02                             (0.02)      (0.80)     (0.82)          18.79
                                                                4.19       4.21
                        12/31/95        11.22       0.06                             (0.06)          --     (0.06)          15.40
                                                                4.18       4.24
                        12/31/94        11.78       0.06                 (0.53)      (0.03)          --     (0.03)          11.22
                                                              (0.59)

AST Neuberger Berman    06/30/99*     $ 13.16     $ 0.03  $           $           $  (0.19)   $  (0.30)  $  (0.49)       $  14.20
                                                             1.50       1.53
  Mid-Cap Value**       12/31/98        15.15       0.21      (0.52)     (0.31)      (0.36)      (1.32)     (1.68)          13.16
                        12/31/97        12.83       0.32                             (0.36)      (0.51)     (0.87)          15.15
                                                             2.87       3.19
                        12/31/96        11.94       0.36                             (0.44)          --     (0.44)          12.83
                                                             0.97       1.33
                        12/31/95         9.87       0.40                             (0.42)          --     (0.42)          11.94
                                                             2.09       2.49
                        12/31/94        10.79       0.46      (1.20)     (0.74)      (0.16)      (0.02)     (0.18)           9.87

AST PIMCO Total         06/30/99*     $ 12.02     $ 0.26   $  (0.43)  $  (0.17)   $  (0.52)   $  (0.38)  $  (0.90)        $ 10.95
  Return Bond           12/31/98        11.72       0.49                             (0.51)      (0.24)     (0.75)          12.02
                                                                0.56       1.05
                        12/31/97        11.11       0.48                             (0.45)          --     (0.45)          11.72
                                                                0.58       1.06
                        12/31/96        11.34       0.46      (0.10)                 (0.28)      (0.31)     (0.59)          11.11
                                                                           0.36
                        12/31/95         9.75       0.25                             (0.21)          --     (0.21)          11.34
                                                                1.55       1.80
                        12/31/94(2)     10.00       0.26      (0.51)     (0.25)          --          --         --           9.75

AST INVESCO             06/30/99*     $ 17.50     $ 0.16    $   1.62    $  1.78   $  (0.32)   $  (0.50)  $  (0.82)        $ 18.46
  Equity Income         12/31/98        16.51       0.31                             (0.32)      (0.81)     (1.13)          17.50
                                                                1.81       2.12
                        12/31/97        13.99       0.31                             (0.26)      (0.37)     (0.63)          16.51
                                                                2.84       3.15
                        12/31/96        12.50       0.27                             (0.24)      (0.33)     (0.57)          13.99
                                                                1.79       2.06
                        12/31/95         9.75       0.25                             (0.15)          --     (0.15)          12.50
                                                                2.65       2.90
                        12/31/94(2)     10.00       0.16      (0.41)     (0.25)          --          --         --           9.75

AST Janus               06/30/99*     $ 17.61   $ (0.04)    $   4.99   $   4.95     $    --     $    --    $    --        $ 22.56
  Small-Cap Growth***   12/31/98        17.81     (0.08)        0.73       0.65          --      (0.85)     (0.85)          17.61
                        12/31/97        16.80     (0.05)        1.06       1.01          --          --         --          17.81
                        12/31/96        14.25     (0.03)        2.85       2.82          --      (0.27)     (0.27)          16.80
                        12/31/95        10.84     (0.04)        3.54       3.50      (0.09)          --     (0.09)          14.25
                        12/31/94(2)     10.00       0.11        0.73       0.84          --          --         --          10.84

AST T. Rowe Price       06/30/99*     $ 13.39     $ 0.08    $   0.26   $   0.34   $  (0.10)   $  (0.64)  $  (0.74)       $  12.99
International Equity    12/31/98        12.09       0.08                             (0.14)      (0.23)     (0.37)          13.39
                                                                1.59       1.67
                        12/31/97        12.07       0.09                             (0.07)      (0.08)     (0.15)          12.09
                                                                0.08       0.17
                        12/31/96        10.65       0.06                             (0.08)          --     (0.08)          12.07
                                                                1.44       1.50
                        12/31/95         9.62       0.07                             (0.01)      (0.02)     (0.03)          10.65
                                                                0.99       1.06
                        12/31/94(2)     10.00       0.02      (0.40)     (0.38)          --          --         --           9.62
</TABLE>


- --------------------------------------------------------------------------------
(1) Annualized.
(2) Commenced operations on January 4, 1994.
* Unaudited.
     **  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>












<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                          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>

       18.82%           $ 4,361,623             20%                0.99%(1)          1.03%(1)           0.02%(1)          (0.02%)(1)
       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%

       12.19%           $  805,665             100%               1.08%(1)           1.08%(1)           0.55%(1)           0.55%(1)
       (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%

      (1.45%)           $  994,147             132%               0.82%(1)           0.82%(1)           5.24%(1)           5.24%(1)
       9.46%               896,497             231%               0.83%              0.83%              5.24%              5.24%
       9.87%               572,100             320%               0.86%              0.86%              5.56%              5.56%
       3.42%               360,010             403%               0.89%              0.89%              5.38%              5.38%
       18.78%              225,335             124%               0.89%              0.89%              5.95%              5.95%
       (2.50%)              46,493             139%               1.02%(1)           1.02%(1)           5.57%(1)           5.57%(1)

       10.60%         $    998,269              33%               0.91%(1)           0.91%(1)           1.99%(1)           1.99%(1)
       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)

       28.11%         $    475,594               93%              1.11%(1)           1.11%(1)          (0.73%)(1)         (0.73%)(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)

        2.90%         $    453,128               9%               1.25%(1)           1.25%(1)           1.23%(1)           1.23%(1)
       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)

</TABLE>



<PAGE>


FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                         INCREASE (DECREASE) FROM
                                                          INVESTMENT OPERATIONS                     LESS DISTRIBUTIONS
                                                  --------------------------------------   -------------------------------------
                                   NET ASSET     NET                                                                       NET ASSET
                                     VALUE    INVESTMENT   NET REALIZED  TOTAL FROM   FROM NET    FROM NET                   VALUE
                         PERIOD    BEGINNING    INCOME     & UNREALIZED  INVESTMENT   INVESTMENT  REALIZED      TOTAL         END
       PORTFOLIO         ENDED     OF PERIOD    (LOSS)     GAIN (LOSS)   OPERATIONS    INCOME     GAINS     DISTRIBUTIONS  OF PERIOD
- ----------------------  --------   ---------  ----------   ------------  ----------   ---------- --------   -------------  ---------
<S>                       <C>         <C>         <C>        <C>           <C>      <C>          <C>        <C>              <C>



AST Neuberger Berman        06/30/99*   $ 17.26   $ (0.05)      $   0.46   $   0.41     $    --   $  (1.33)  $  (1.33)      $ 16.34
  Mid-Cap Growth**          12/31/98      16.61      (0.05)         3.31       3.26       (0.01)     (2.60)     (2.61)        17.26
                            12/31/97      14.39       0.01          2.36       2.37       (0.02)     (0.13)     (0.15)        16.61
                            12/31/96      12.40       0.01          2.01       2.02       (0.03)          --    (0.03)        14.39
                            12/31/95       9.97       0.04          2.40       2.44       (0.01)          --    (0.01)        12.40
                            12/31/94(4)   10.00       0.01         (0.04)     (0.03)          --          --         --        9.97

AST PIMCO Limited           06/30/99*   $ 11.08   $   0.30      $  (0.13)    $  0.17   $  (0.61)     $    --  $  (0.61)     $ 10.64
  Maturity Bond             12/31/98      11.02       0.56          0.03        0.59      (0.53)          --     (0.53)       11.08
                            12/31/97      10.81       0.55          0.22        0.77      (0.56)          --     (0.56)       11.02
                            12/31/96      10.47       0.56         (0.15)       0.41      (0.05)      (0.02)     (0.07)       10.81
                            12/31/95(5)   10.00       0.05          0.42        0.47          --          --         --       10.47

AST Janus Overseas          06/30/99*   $ 13.74   $    0.02      $  1.36     $ 1.38     $    --      $   --    $    --     $  15.12
  Growth                    12/31/98      11.87        0.04         1.88       1.92      (0.05)          --     (0.05)        13.74
                            12/31/97(7)   10.00        0.02         1.85       1.87          --          --         --        11.87

AST American Century        06/30/99*   $ 13.47   $    0.06      $  1.78     $ 1.84     $(0.11)    $  (0.64)   $ (0.75)    $  14.56
  Income & Growth***        12/31/98      12.23        0.11         1.38       1.49      (0.07)       (0.18)     (0.25)       13.47
                            12/31/97(7)   10.00        0.07         2.16       2.23          --          --         --        12.23

AST T. Rowe Price Small     06/30/99*   $ 11.44   $    0.04       $  0.72    $ 0.76     $ (0.10)      $   --   $ (0.10)    $  12.10
  Company Value             12/31/98      12.88        0.09         (1.42)    (1.33)      (0.05)      (0.06)     (0.11)       11.44
                            12/31/97(7)   10.00        0.06          2.82      2.88          --          --         --        12.88

AST Marsico Capital         06/30/99*   $ 14.20    $  (0.01)     $  1.96    $  1.95    $ (0.01)    $ (0.01)   $ (0.02)      $16.13
  Growth                    12/31/98      10.03          --         4.17       4.17          --          --         --       14.20
                            12/31/97(8)   10.00         0.01        0.02       0.03          --          --         --       10.03

AST Cohen & Steers          06/30/99*   $  8.41      $  0.10     $  0.54  $    0.64    $  (0.23)      $  --   $ (0.23)     $  8.82
  Realty                    12/31/98(9)   10.00         0.28       (1.87)     (1.59)         --          --         --        8.41

AST Lord Abbett             06/30/99*   $  9.99      $  (0.01)    $  1.08  $   1.07    $     --       $  --        $--    $  11.06
  Small Cap Value           12/31/98(9)   10.00         (0.01)         --     (0.01)         --          --         --        9.99
</TABLE>

(1) Annualized.
(4) Commenced operations on October 20, 1994.
(5) Commenced operations on May 2, 1995.
(7) Commenced operations on January 2, 1997.
(8) Commenced operations on December 22, 1997.
(9) Commenced operations on January 2, 1998.

     * Unaudited.
     ** Prior to May 1, 1998, Berger  Associates,  Inc. served as Sub-advisor to
the AST Neuberger Berman Mid-Cap Growth Portfolio (formerly,  the Berger Capital
Growth  Portfolio).  Neuberger  Berman  Management,  Incorporated  has served as
Sub-advisor to the Portfolio since May 1, 1998.
     *** Prior to May 4, 1999,  Putnam  Investment  Management,  Inc.  served as
Sub-advisor to the AST American Century Income & Growth Portfolio (formerly, the
AST  Putnam  Value  Growth  & Income  Portfolio).  American  Century  Investment
Management, Inc. has served as Sub-advisor to the Portfolio since May 4, 1999.


<PAGE>




<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                          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>



        2.93%         $   268,848               74%               1.11%(1)           1.11%(1)          (0.73%)(1)         (0.73%)(1)
       20.65%             261,792              228%               1.07%              1.07%             (0.34%)            (0.34%)
       16.68%             185,050              305%               0.99%              0.99%              0.07%              0.07%
       16.34%             136,247              156%               1.01%              1.01%              0.24%              0.24%
       24.42%              45,979               84%               1.17%              1.17%              0.70%              0.70%
       (0.30%)              3,030                5%               1.25%(1)           1.70%(1)           1.41%(1)           0.97%(1)

        1.56%         $   384,585              188%               0.86%(1)           0.86%(1)           5.62%(1)           5.62%(1)
        5.72%             349,707              263%               0.86%              0.86%              5.70%              5.70%
        7.46%             288,642               54%               0.88%              0.88%              5.71%              5.71%
        3.90%             209,013              247%               0.89%              0.89%              5.69%              5.69%
        4.70%             161,940              205%               0.89%(1)           0.89%(1)           4.87%(1)           4.87%(1)

       10.04%         $    808,206              43%               1.22%(1)           1.22%(1)           0.36%(1)           0.36%(1)
       16.22%              607,206              97%               1.27%              1.27%              0.32%              0.32%
       18.70%              255,705              94%               1.35%(1)           1.35%(1)           0.36%(1)           0.36%(1)

       14.41%         $    242,640              109%              0.98%(1)           0.98%(1)           0.99%(1)           0.99%(1)
       12.27%              189,871               87%              1.00%              1.00%              1.05%              1.05%
       22.30%              117,438               81%              1.23%(1)           1.23%(1)           1.24%(1)           1.24%(1)

        6.85%         $    320,212               15%              1.11%(1)           1.11%(1)           0.58%(1)           0.58%(1)
      (10.53%)             304,072               10%              1.11%              1.11%              0.93%              0.93%
       28.80%              199,896                7%              1.16%(1)           1.16%(1)           1.20%(1)           1.20%(1)

       13.73%         $  1,060,772               44%              1.06%(1)           1.06%(1)          (0.06%)(1)        (0.06%)(1)
       41.59%              594,966              213%               1.11%              1.11%              0.16%              0.16%
        0.30%                7,299               --               1.00%(1)           1.00%(1)           3.62%(1)           3.62%(1)

        7.88%         $     65,163               19%              1.25%(1)           1.25%(1)           4.42%(1)           4.42%(1)
       (16.00%)             33,025               18%              1.30%(1)           1.30%(1)           5.02%(1)           5.02%(1)

       10.71%         $     71,055               30%            1.28%(1)           1.28%(1)            (0.36%)(1)         (0.36%)(1)
       (0.10%)              41,788               58%            1.31%(1)           1.31%(1)            (0.21%)(1)         (0.21%)(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 Growth  Portfolio,  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.



<PAGE>


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

         The Portfolios (other than the AST Cohen & Steers Realty Portfolio, and
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.  While the
Portfolios  will  generally  engage in such  when-issued,  delayed-delivery  and
forward  commitment  transactions  with the  intent of  actually  acquiring  the
securities,  a  Portfolio  may  sometimes  sell  such a  security  prior  to the
settlement date.

                  Certain   Portfolios   may   also   sell   securities   on   a
delayed-delivery  or forward commitment basis. If the Portfolio does so, it will
not participate in future gains or losses on the security. If the other party to
such a transaction fails to pay for the securities, the Portfolio could suffer a
loss.

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.  Repurchase  agreements must be fully collateralized and can
be entered into only with  well-established  banks and broker-dealers  that 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.

         The AST Neuberger  Berman Mid-Cap Growth Portfolio will not invest more
than 25% of its net assets in repurchase agreements.

REVERSE REPURCHASE AGREEMENTS:

         Certain  Portfolios  (specifically,   the  AST  Janus  Overseas  Growth
Portfolio,  the AST Janus Small-Cap Growth  Portfolio,  the AST Neuberger Berman
Mid-Cap Growth Portfolio,  the AST Neuberger Berman Mid-Cap Value Portfolio, the
AST Marsico Capital Growth Portfolio,  the AST JanCap Growth Portfolio,  the AST
PIMCO Total  Return  Bond  Portfolio  and the AST PIMCO  Limited  Maturity  Bond
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.

SHORT SALES "AGAINST THE BOX":

         While none of the Portfolios will make short sales  generally,  the AST
Janus Overseas Growth Portfolio,  the AST Janus Small-Cap Growth Portfolio,  the
AST  JanCap  Growth  Portfolio  and the AST  American  Century  Income  & Growth
Portfolio,  the may make short sales "against the box." A short sale against the
box involves  selling a security  that the  Portfolio  owns, or has the right to
obtain without additional costs, for delivery at a specified date in the future.
A 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.

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  coordinating  with the Service
Providers to determine that  contingency  plans are in place in the event of any
disruptions to the normal  operations of the Trust  resulting from the Year 2000
Issue.


<PAGE>


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
American Century Investment Management, Inc.
Cohen & Steers Capital Management, Inc.
INVESCO Funds Group, Inc.
Janus Capital Corporation
Lord, Abbett & Co.
Marsico Capital Management, LLC
Massachusetts Financial Services Company
Neuberger Berman Management Inc.
Pacific Investment Management Company
Rowe Price-Fleming International, Inc.
T. Rowe Price Associates, 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
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103



<PAGE>



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




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