AMERICAN SKANDIA LIFE ASSURANCE CORP UAR ACCT B CLASS 8
485BPOS, 2000-06-20
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       FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 20, 2000

REGISTRATION NO. 333-91633         INVESTMENT COMPANY ACT NO. 811-09707

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM N-4
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         Post-Effective Amendment No. 1
                                     AND/OR
         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                         Post-Effective Amendment No. 1



         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
                             (CLASS 8 SUB-ACCOUNTS)
                           (Exact Name of Registrant)

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                               (Name of Depositor)

                 ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
              (Address of Depositor's Principal Executive Offices)

                                 (203) 926-1888
                         (Depositor's Telephone Number)

                    M. PRISCILLA PANNELL, CORPORATE SECRETARY
                 ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
               (Name and Address of Agent for Service of Process)

                                    Copy To:
                            T. RICHARD KENNEDY, ESQ.
                                 GENERAL COUNSEL
         ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 925-6922

                Approximate Date of Proposed Sale to the Public:

JULY 3, 2000 OR AS SOON AS PRACTICABLE  FOLLOWING  THE  EFFECTIVE  DATE OF THIS
REGISTRATION STATEMENT.

It is proposed that this filing become effective: (check appropriate space)

 X immediately upon filing pursuant to paragraph (b) of Rule 485
 __ on ___________ pursuant to paragraph (b) of Rule 485
 __ 60 days after filing pursuant to paragraph (a) (i) of Rule 485
 __ on ___________ pursuant to paragraph (a) (i) of Rule 485
 __ 75 days after filing pursuant to paragraph (a) (ii) of Rule 485
 __ on ______________pursuant to paragraph (a)(ii) of Rule 485

If appropriate,  check the following box:

__ This post-effective amendment designates a new effective date for a
   previously filed post-effective amendment.
================================================================================
        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>

                                                          PROPOSED               PROPOSED
                                                          MAXIMUM                 MAXIMUM

                                    AMOUNT                OFFERING              AGGREGATE               AMOUNT OF

        TITLE OF SECURITIES          TO BE                 PRICE                 OFFERING             REGISTRATION
          TO BE REGISTERED        REGISTERED              PER UNIT                 PRICE                   FEE

------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                                               <C>

   American Skandia Life Assurance

    Corporation Annuity Contracts Indefinite*            Indefinite*                                       $0

====================================================================================================================================
          *Pursuant to Rule 24f-2 of the Investment Company Act of 1940

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 of the  Investment  Company Act of
1940. The Rule 24f-2 Notice for  Registrant's  fiscal year 1999 was filed within
90 days of the close of the fiscal year.


--------------------------------------------------------------------------------
VIA (Class 8)




VIA II n4 cr
<TABLE>
<CAPTION>
                                           CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

<S>           <C>                                                 <C>                            <C>
              N-4 Item No.                                                                       Prospectus Heading

1.            Cover Page                                                                                 Cover Page

2.            Definitions                                                                         Glossary of Terms

3.            Synopsis or Highlights                              What are Some of the Key Features of the Annuity?
                                                                   Highlights, Summary of Contract Fees and Charges

4.            Condensed Financial Information                                 Condensed Financial Information About
                                                                                                 Separate Account B

5.            General Description of Registrant, Depositor                                 Who Is American Skandia?
              and Portfolio Companies                                                   What Are Separate Accounts?

6.            Deductions                                                      Summary of Contract Fees and Charges,
                                                                                                   Fees and Charges

7.            General Description of Variable Annuity Contracts               Highlights, Purchasing Your Annuity,

8.            Annuity Period                                            Managing Your Annuity, Access to Cash Value

9.            Death Benefit                                                                        Annuity Benefits

10.           Purchases and Contract Value                           Purchasing Your Annuity, Managing Your Annuity
                                                                                               Access to Cash Value

11.           Redemptions                                                                      Access to Cash Value

12.           Taxes                                                                              Tax Considerations

13.           Legal Proceedings                                                                      Not Applicable

14.           Table of Contents of the Statement of Additional Information                   Available Information,
                                                                Contents of the Statement of Additional Information

                                                                                                        SAI Heading

15.           Cover Page                                                        Statement of Additional Information

16.           Table of Contents                                                                   Table of Contents

17.           General Information and History                       General Information Regarding American Skandia
                                                                                         Life Assurance Corporation

18.           Services                                                                         Independent Auditors

19.           Purchase of Securities Being Offered                          Noted in Prospectus under Managing Your
                                                                                                            Annuity

20.           Underwriters                                                       Principal Underwriter/Distribution

                                                            (Continued)


                                           CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

              N-4 Item No.                                                                             SAI Headings

21.           Calculation of Performance Data                                       Calculation of Performance Data

22.           Annuity Payments                                       Noted in Prospectus under Access to Cash Value

23.           Financial Statements                                                                       Appendix A

                                                                                                     Part C Heading

24.           Financial Statements and Exhibits                                                Financial Statements
                                                                                                       and Exhibits

25.           Directors and Officers of the Depositor                           Noted in Prospectus under Executive
                                                                                             Officers and Directors

26.           Persons Controlled by or Under                                               Persons Controlled By or
              Common Control with the                                                 Under Common Control with the
              Depositor or Registrant                                                       Depositor or Registrant

27.           Number of Contractowners                                                     Number of Contractowners

28.           Indemnification                                                                       Indemnification

29.           Principal Underwriters                                                         Principal Underwriters

30.           Location of Accounts and Records                                                 Location of Accounts
                                                                                                        and Records

31.           Management Services                                                               Management Services

32.           Undertakings                                                                             Undertakings
</TABLE>


VIA (Class 8)

<PAGE>


                                     AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                 One Corporate Drive, Shelton, Connecticut 06484

This Prospectus describes a single premium variable adjustable immediate annuity
(the  "Annuity")   offered  by  American  Skandia  Life  Assurance   Corporation
("American  Skandia",  "we",  "our" or "us").  The  Annuity may be offered as an
individual  annuity  contract  or  as  an  interest  in a  group  annuity.  This
Prospectus  describes the important  features of the Annuity and what you should
consider before purchasing the Annuity. A Statement of Additional Information is
also available from us, without charge,  upon your request.  The contents of the
Statement of  Additional  Information  are  described on page 39. The Annuity or
certain of its  investment  options may not be available in all states.  Various
rights and benefits may differ  between  states to meet  applicable  laws and/or
regulations.  Certain  capitalized  terms are either  defined in the Glossary of
Terms or in the context of the particular section of this Prospectus.

WHY WOULD I CHOOSE TO PURCHASE THIS ANNUITY?

This Annuity is frequently used for retirement  income. It is generally intended
to be used to "roll-over" existing funds from an IRA, SEP-IRA, Roth IRA or a Tax
Sheltered Annuity (or 403(b)).  This Annuity may also be used in connection with
retirement plans that do not qualify under the sections of the Code noted above.
This Annuity also may be used as an annuitization or settlement option under any
deferred  annuity or life  insurance  policy  issued by American  Skandia.  This
Annuity  allows  you to invest  your  money in a number of  variable  investment
options while receiving monthly payments from this Annuity.

WHAT ARE SOME OF THE KEY FEATURES OF THIS ANNUITY?

|X|  One premium.

|X|  Monthly payments that may increase, decrease, or remain the same.

|X|  Adjustable benefits.

|X|  First payment within 60 days of the date of issue.

|X|  Monthly payments over the life of the Annuitant after the first payment.

|X|  Monthly  payments are cushioned  against market  volatility using a special
     stabilization procedure.


|X|  Several  variable   investment   options.   Each  investment  option  is  a
     Sub-Account of American Skandia Life Assurance Corporation Variable Account
     B (Class 7) or (Class 8) and invests in a corresponding  underlying  mutual
     fund portfolio. Currently available portfolios are: American Skandia Trust,
     Montgomery  Variable  Series,  Wells Fargo Variable  Trust,  Rydex Variable
     Trust,  INVESCO Variable Investment Funds, Inc., Evergreen Variable Annuity
     Trust, First Defined Portfolio Fund, LLC and ProFund VP.


|X|  Death Benefit options.  After an Annuitant's  death, the Annuity  generally
     may  provide  Annuity  Payments,  or,  alternatively,  a lump  sum,  to the
     Beneficiary(ies).

|X|  Optional  Guarantee  Feature.  Monthly  payments  will  not be less  than a
     guaranteed payment amount while the Annuitant(s) is alive.


|X|  Tax-free  transfers  between  investment  options.  We also  offer  several
     programs that enable you to manage your Income Base as your financial needs
     and  investment  performance  change.  Asset  Allocation is required if you
     select the Optional Guarantee Feature.


HOW DO I PURCHASE THIS ANNUITY?

We sell this Annuity through licensed,  registered financial  professionals.  We
may  require  that you submit  certain  forms to us before we issue an  Annuity,
including  evidence of the age of the Annuitant(s).  The minimum Premium payment
is $35,000. We may allow a lower minimum Premium payment if this Annuity is used
as an  annuitization  or  settlement  option  from a deferred  annuity or a life
insurance  policy issued by American  Skandia.  No Annuitant may be greater than
age 85 on the issue date of this Annuity.

--------------------------------------------------------------------------------
This  annuity is NOT a deposit or an  obligation  of, or issued,  guaranteed  or
endorsed by, any bank, is NOT insured or guaranteed by the U.S. government,  the
Federal Deposit Insurance  Corporation  (FDIC), the Federal Reserve Board or any
other agency.  An investment in this Annuity involves certain  investment risks,
including possible loss of principal.

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

This  annuity  provides  certain  credits  to the owner  based on the age of the
youngest  annuitant,  as  described  more fully on page 22.  These  credits  are
provided in lieu of varying the  annuity's  expenses  to  primarily  reflect the
expected different persistency rates of the Annuitants' ages.

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.  PLEASE
READ THIS PROSPECTUS AND THE CURRENT PROSPECTUS FOR THE UNDERLYING MUTUAL FUNDS.
KEEP THEM FOR FUTURE REFERENCE.


--------------------------------------------------------------------------------
                  FOR FURTHER INFORMATION CALL 1-800-752-6342.
Prospectus Dated: May 1, 2000 (Revised Effective July 3, 2000)
Statement of Additional  Information  Dated: May 1, 2000 (Revised Effective July
3, 2000)
VIAS/G-PROS- (07/2000)                                                   VIAPROS



<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>                                                                                                                              <C>
GLOSSARY OF TERMS..................................................................................................................4


SUMMARY OF CONTRACT FEES AND CHARGES...............................................................................................6


EXPENSE EXAMPLES...................................................................................................................9


HIGHLIGHTS........................................................................................................................10

   WHAT IS AN IMMEDIATE ANNUITY?..................................................................................................10
   WHAT IS A VARIABLE IMMEDIATE ANNUITY?..........................................................................................10
   WHY IS THIS VARIABLE IMMEDIATE ANNUITY ADJUSTABLE?.............................................................................10
   HOW DOES THIS ANNUITY GENERALLY DIFFER FROM OTHER VARIABLE IMMEDIATE ANNUITIES?................................................10
   HOW DOES THIS VARIABLE IMMEDIATE ANNUITY GENERALLY DIFFER FROM SYSTEMATIC WITHDRAWAL
      PROGRAMS?...................................................................................................................10
   WHAT IS THE OPTIONAL GUARANTEE FEATURE?........................................................................................10

INVESTMENT OPTIONS................................................................................................................10

   WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?.............................................................10

FEES AND CHARGES..................................................................................................................20

   WHAT ARE THE ANNUITY FEES AND CHARGES?.........................................................................................20
   WHAT CHARGES ARE DEDUCTED BY THE SEPARATE ACCOUNT?.............................................................................21

PURCHASING YOUR ANNUITY...........................................................................................................21

   WHAT ARE THE REQUIREMENTS FOR PURCHASING THE ANNUITY?..........................................................................21
   MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?..................................................................................22
   WILL I RECEIVE CREDITS ON MY PREMIUM?..........................................................................................22

MANAGING YOUR ANNUITY.............................................................................................................23

   ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN SUB-ACCOUNTS?...........................................................23
   MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?..............................................................23
   AM I REQUIRED TO PARTICPATE IN THE ASSET ALLOCATION PROGRAM?...................................................................23
   DO YOU OFFER ANY OTHER AUTOMATIC REBALANCING PROGRAMS?.........................................................................24

ACCESS TO CASH VALUE..............................................................................................................24

   MAY I SURRENDER ALL OR PART OF MY ANNUITY?.....................................................................................24
   WHAT IF MY INHERITANCE PERIOD IS ZERO, MAY I STILL MAKE A FULL OR PARTIAL SURRENDER?...........................................25

ANNUITY BENEFITS..................................................................................................................26

   WHAT ARE THE BENEFITS OF THIS ANNUITY?.........................................................................................26
   HOW DO WE CALCULATE YOUR ANNUITY PAYMENT?......................................................................................26
   CAN I CHANGE THE CASH VALUE TRIGGER?...........................................................................................27
   CAN YOU ILLUSTRATE HOW ANNUITY PAYMENTS ARE MADE?..............................................................................28
   WHEN ARE ANNUITY PAYMENTS MADE?................................................................................................30
   MAY I CONVERT ANNUITY PAYMENTS TO FIXED PAYMENTS?..............................................................................30
   WHO RECEIVES THE ANNUITY PAYMENT?..............................................................................................30
   WHAT HAPPENS WHEN THE ANNUITANT DIES?..........................................................................................30
   WHAT HAPPENS WHEN THE OWNER DIES?..............................................................................................30
   WHEN DO ANNUITY PAYMENTS FOR A BENEFICIARY START?..............................................................................30
   IF ANNUITY PAYMENTS ARE TO BE PAID TO A BENEFICIARY, WHAT DETERMINES THE ANNUITY PAYMENT
      EACH MONTH AND HOW LONG WILL THE ANNUITY PAYMENTS BE PAID TO THE BENEFICIARY?...............................................30
   WHAT DOCUMENTATION IS REQUIRED TO RECEIVE ANNUITY PAYMENTS?....................................................................31
   PAYMENTS AND PAYEES............................................................................................................31

TAX CONSIDERATIONS................................................................................................................31

   WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?...............................................................31
   TAXATION OF AMERICAN SKANDIA AND THE SEPARATE ACCOUNT?.........................................................................31
   HOW ARE IMMEDIATE ANNUITIES TREATED UNDER THE TAX CODE?........................................................................32
   HOW ARE ANNUITY PAYMENTS TAXED?................................................................................................32
   HOW ARE DISTRIBUTIONS OTHER THAN ANNUITY PAYMENTS TAXED?.......................................................................32
   ARE THERE TAX CONSIDERATIONS FOR TAX-QUALIFIED RETIREMENT PLANS OR QUALIFIED CONTRACTS?........................................34
   HOW ARE DISTRIBUTIONS FROM QUALIFIED CONTRACTS TAXED?..........................................................................34
   GENERAL TAX CONSIDERATIONS.....................................................................................................34

GENERAL INFORMATION...............................................................................................................35

   HOW WILL I RECEIVE STATEMENTS AND REPORTS?.....................................................................................35
   WHO IS AMERICAN SKANDIA?.......................................................................................................35
   WHAT ARE SEPARATE ACCOUNTS?....................................................................................................36
   MODIFICATION...................................................................................................................36
   WHAT IS THE LEGAL STRUCTURE OF THE PORTFOLIOS?.................................................................................37
   VOTING RIGHTS..................................................................................................................37
   MATERIAL CONFLICTS.............................................................................................................37
   TRANSFERS, ASSIGNMENTS OR PLEDGES..............................................................................................37
   DEFERRAL OF TRANSACTIONS.......................................................................................................37
   WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?.........................................................................37
   PERFORMANCE RELATED INFORMATION................................................................................................38
   AVAILABLE INFORMATION..........................................................................................................39
   HOW TO CONTACT US..............................................................................................................40
   INDEMNIFICATION................................................................................................................40
   CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............................................................................40
</TABLE>



<PAGE>


                                GLOSSARY OF TERMS

Many terms used within this Prospectus are described  within the text where they
appear.

ANNUITANT is the person(s) upon whose life(s) the Annuity is issued.

ANNUITY is the  contract(s)  or group  certificate(s)  offered  pursuant to this
Prospectus.

ANNUITY DATE is the date Annuity Payments are to begin.

ANNUITY PAYMENTS are the periodic  payments due during the life of the Annuitant
and any payments due for the benefit of a Beneficiary(ies) after the Annuitant's
death.

ANNUITY  PAYMENT  AMOUNT is the dollar amount of each Annuity  Payment.  Annuity
Payment  Amounts  can vary each month but cannot  decrease  while  there is Cash
Value.

ANNUITY PAYMENT DATE is the date each month Annuity  Payments are payable.  This
date is the same day of the  month as the  Annuity  Date  which  may be any date
chosen by you between the 1st and the 28th day of the month  following  the 30th
day after issue of the Annuity.  The Annuity  Payment Date may not be changed on
or after the Issue Date.

ANNUITY YEARS are continuous  12-month periods  commencing on the Issue Date and
each anniversary of the Issue Date.

BENEFICIARY(IES)  is the person(s) who may receive death  proceeds or guaranteed
payment under this Annuity when there is no longer a living Annuitant(s). Unless
otherwise  specified,  the Beneficiary  refers to all persons designated as such
for your Annuity.

CASH VALUE is the  present  value of the number of units  scheduled  to fund the
Annuity's benefits over the remaining  Inheritance Period multiplied by the then
current Unit Value. The discount rate used to determine the present value is the
Benchmark Rate.

CODE is the Internal Revenue Code of 1986, as amended from time to time.


CREDITS  are an amount we add to your Income Base at the time the net Premium is
allocated to a Sub-Account.


GUARANTEED  ANNUITY PAYMENT AMOUNT is the guaranteed minimum amount payable each
Annuity  Payment  Date  before  the  Inheritance  Date.  This  amount is reduced
proportionately  by any  partial  surrender.  This  guaranteed  amount  is  only
available if the Optional Guarantee Feature is selected.


INCOME BASE  (referred  to as CONTRACT  VALUE in your  contract) is the value of
each  allocation to a Sub-Account,  plus any earnings and any  adjustments  made
based  on  whether   the   Annuitant(s)   is  alive   and/or  less  any  losses,
distributions,  and charges  thereon.  Income Base is determined  separately for
each  Sub-Account,  and then  totaled  to  determine  the  Income  Base for your
Annuity. The Income Base is always more than the Cash Value.


INHERITANCE DATE is the date we receive,  at our office,  due proof satisfactory
to us of the Annuitant's death and all other requirements that enable us to make
payments for the benefit of a Beneficiary.  If there are joint  Annuitants,  the
Inheritance Date refers to the death of the last surviving Annuitant.

INHERITANCE  PERIOD is a variable  period of time during which Annuity  Payments
are due whether or not the Annuitant is still alive.

ISSUE DATE is the effective date of your Annuity.

NET INVESTMENT  PERFORMANCE  is the investment  performance of the Units in each
Sub-Account.

OPTIONAL  GUARANTEE  FEATURE is the option chosen by you to guarantee that while
the  Annuitant is alive,  the Annuity  Payment  Amount will not be less than the
Guaranteed Annuity Payment Amount.

OWNER is  either  an entity or person  who may  exercise  the  ownership  rights
provided under the Annuity. If a certificate  representing  interests in a group
annuity contract is issued, the rights,  benefits,  and requirements of, and the
events  relating to, an Owner,  as described  in this  Prospectus,  will be your
rights  as  participant  in  such  group  annuity  contract.   Unless  otherwise
specified,  Owner refers to all persons or entities  designated as such for your
Annuity.


PORTFOLIO is a mutual fund or a series of a mutual fund in which the Sub-Account
where you have chosen to allocate  your Income Base  invests.  When you allocate
Income Base to a Sub-Account, you are a beneficial owner of Portfolio shares and
have a right to vote on matters that pertain to the Portfolio.


PREMIUM  is cash  consideration  at or before  the Issue Date you give to us for
certain rights,  privileges,  and benefits in relation to our obligations  under
the Annuity.

SEPARATE  ACCOUNT is an account owned by us where we allocate assets in relation
to our obligations pursuant to the Annuity.


SUB-ACCOUNT is a division of a Separate Account where you chose to allocate your
Income Base.

UNITS are the measure used to determine  benefits for a given  Sub-Account under
this Annuity.  When you choose a Sub-Account  the portion of the Net Premium you
allocate to that  investment,  or the portion of the Income Base you transferred
into that investment at some later date, is converted into Units.


UNIT VALUE is the measure we use to determine the  performance of a Sub-Account.
It is the value of each Unit as of each  Valuation  Day.  It also  reflects  the
investment  experience of the Portfolio minus any insurance  charges and charges
for taxes.

VALUATION DAY is any day the New York Stock  Exchange is open for trading or any
other day that the Securities and Exchange  Commission requires securities to be
valued.

VALUATION  PERIOD is the period of time between the close of business of the New
York Stock Exchange on successive Valuation Days.

"we",  "us",  "our" or "the  Company"  means  American  Skandia  Life  Assurance
Corporation.

"you" or "your" means the Owner.


<PAGE>


SUMMARY OF CONTRACT FEES AND CHARGES

Below is a summary  of the fees and  expenses  we charge for the  Annuity.  Some
charges are  assessed  directly  against your  Annuity  while other  charges are
deducted daily by us from the Separate Account.  The Separate Account charges an
asset-based  Insurance  Charge,  which is the  combination  of a  mortality  and
expense risk charge and a charge for administration of the Annuity.  We assess a
state tax charge (if applicable)  against your Premium at the time it is applied
to the Annuity. We may assess a Transfer Fee for transfers over a maximum number
per year.  Each Portfolio  assesses a charge for  investment  management and for
other expenses.  A summary is provided on the following page. The prospectus for
each  Portfolio  provides more detailed  information  about the expenses for the
Portfolios. All these fees and expenses are described in more detail within this
Prospectus.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                            Your Transaction Expenses
------------------------------------------------------------------------------------------------------------------------------------
                                Amount Deducted/
   Fee/Expense                  Description Of Charge                                            When Deducted
------------------------------- ----------------------------------------------------------------- ----------------------------------
  <S>                      <C>                    <C>                                         <C>

   Tax Charge              Currently ranges from 0% to 3 1/2%, depending on the applicable       At the time Premium is applied
                           jurisdiction and usage of the Annuity
------------------------------- ----------------------------------------------------------------- ----------------------------------
    Annual Maintenance Fee                                    None                                           Not Applicable
------------------------------- ----------------------------------------------------------------- ----------------------------------
         Transfer Fee                                        $10.00                             After the 20th transfer each Annuity
                                                                                                                  Year


------------------------------------------------------------------------------------------------------------------------------------
                                                  Annual Expenses of the Sub-Accounts
                                 (as a percentage of the average daily net assets of the Sub-Accounts)
------------------------------------------------------------------------------------------------------------------------------------
   Mortality & Expense Risk
            Charge                                           1.10%
                                                                                                                  Daily

    Administration Charge                                    0.15%

 Total Annual Expenses of the           1.25% per year of the value of each Sub-Account
        Sub-Accounts*
------------------------------- ----------------------------------------------------------------- ----------------------------------
</TABLE>
* The  combination of the Mortality and Expense Risk Charges and  Administration
Charge is referred to as the "Insurance Charge" elsewhere in this prospectus.


<PAGE>



--------------------------------------------------------------------------------
                            Portfolio Annual Expenses

          (as a percentage of the average net assets of the Portfolios)
--------------------------------------------------------------------------------

Below are the investment  management fees, other expenses,  and the total annual
expenses for each Portfolio as of December 31, 1999.  The total annual  expenses
are the sum of the investment management fee and other expenses.  Each figure is
stated as a percentage of the Portfolio's  average daily net assets. For certain
of the Portfolios,  a portion of the management fee is being waived and/or other
expenses are being partially reimbursed.  "N/A" indicates that no portion of the
management  fee and/or other  expenses is being waived  and/or  reimbursed.  Any
footnotes  about  expenses  appear after the list of all the  Portfolios.  Those
Portfolios  whose name  includes  the prefix  "AST" are  portfolios  of American
Skandia Trust. The Portfolio  information was provided by the Portfolios and has
not been  independently  verified by us. See the  prospectuses  or statements of
additional information of the Portfolios for further details.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                           Underlying Mutual Fund Portfolio Annual Expenses
                               (as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
                                                    Management     Other          Estimated    Total Annual   Fee          Net
                                                       Fees         Expenses    Distribution    Portfolio    Waivers       Annual
              UNDERLYING PORTFOLIO                                               and Service    Operating    and           Fund
                                                                                   (12b-1)       Expenses    Expense       Operating
                                                                                  Fees (1)                   Reimbursement  Expenses

------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
American Skandia Trust:

<S>                                                   <C>            <C>            <C>           <C>            <C>         <C>
  AST Founders Passport                               1.00%          0.29%          0.00%         1.29%          N/A         1.29%
  AST AIM International Equity                        0.87%          0.31%          0.04%         1.22%          N/A         1.22%
  AST American Century International Growth           1.00%          0.50%          0.00%         1.50%          N/A         1.50%
  AST MFS Global Equity (3)                           1.00%          1.11%          0.00%         2.11%         0.36%        1.75%
  AST Kemper Small-Cap Growth                         0.95%          0.19%          0.03%         1.17%          N/A         1.17%
  AST Lord Abbett Small Cap Value                     0.95%          0.29%          0.00%         1.24%          N/A         1.24%
  AST T. Rowe Price Small Company Value               0.90%          0.21%          0.00%         1.11%          N/A         1.11%
  AST Janus Mid-Cap Growth (4)                        1.00%          0.22%          0.04%         1.26%          N/A         1.26%
  AST Neuberger Berman Mid-Cap Growth                 0.90%          0.23%          0.04%         1.17%          N/A         1.17%
  AST Neuberger Berman Mid-Cap Value                  0.90%          0.23%          0.12%         1.25%          N/A         1.25%
  AST Alger All-Cap Growth(5)                         0.95%          0.22%          0.06%         1.23%          N/A         1.23%
  AST T. Rowe Price Natural Resources                 0.90%          0.26%          0.01%         1.17%          N/A         1.17%
  AST Alliance Growth                                 0.90%          0.21%          0.00%         1.11%          N/A         1.11%
  AST MFS Growth (3)                                  0.90%          0.45%          0.00%         1.35%          N/A         1.35%
  AST Marsico Capital Growth                          0.90%          0.18%          0.04%         1.12%          N/A         1.12%
  AST JanCap Growth                                   0.90%          0.14%          0.01%         1.05%         0.04%        1.01%
  AST Sanford Bernstein Managed Index 500             0.60%          0.19%          0.00%         0.79%          N/A         0.79%
  AST Cohen & Steers Realty                           1.00%          0.27%          0.02%         1.29%          N/A         1.29%
  AST American Century Income & Growth                0.75%          0.23%          0.00%         0.98%          N/A         0.98%
  AST Alliance Growth and Income                      0.75%          0.18%          0.08%         1.01%         0.01%        1.00%
  AST MFS Growth with Income (3)                      0.90%          0.33%          0.00%         1.23%          N/A         1.23%
  AST INVESCO Equity Income                           0.75%          0.18%          0.04%         0.97%          N/A         0.97%
  AST AIM Balanced                                    0.74%          0.26%          0.02%         1.02%          N/A         1.02%
  AST American Century Strategic Balanced             0.85%          0.25%          0.00%         1.10%          N/A         1.10%
  AST T. Rowe Price Asset Allocation                  0.85%          0.22%          0.00%         1.07%          N/A         1.07%
  AST T. Rowe Price Global Bond                       0.80%          0.31%          0.00%         1.11%          N/A         1.11%
  AST Federated High Yield                            0.75%          0.19%          0.00%         0.94%          N/A         0.94%
  AST PIMCO Total Return Bond                         0.65%          0.17%          0.00%         0.82%          N/A         0.82%
  AST PIMCO Limited Maturity Bond                     0.65%          0.21%          0.00%         0.86%          N/A         0.86%
  AST Money Market                                    0.50%          0.15%          0.00%         0.65%         0.05%        0.60%

Montgomery Variable Series:

  Emerging Markets                                    1.25%          0.50%            N/A         1.75%         0.00%        1.75%
----------------------------------------------- --------------- ------------- -------------- ------------- ------------ ------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
                                                    Management     Other          Estimated    Total Annual   Fee          Net
                                                       Fees         Expenses    Distribution    Portfolio    Waivers       Annual
              UNDERLYING PORTFOLIO                                               and Service    Operating    and           Fund
                                                                                   (12b-1)       Expenses    Expense       Operating
                                                                                  Fees (1)                   Reimbursement  Expenses

------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
Wells Fargo Variable Trust:

<S>                                                   <C>            <C>            <C>           <C>           <C>          <C>
  Equity Value                                        0.55%          0.37%          0.25%         1.17%         0.17%        1.00%

Rydex Variable Trust:

  Nova                                                 0.75%         0.80%           None          1.55%         0.00%        1.55%
  Ursa                                                0.90%          0.83%           None         1.73%         0.00%        1.73%
  OTC                                                 0.75%          0.80%           None         1.55%         0.00%        1.55%

INVESCO Variable Investment Funds, Inc.:

  Technology                                           0.75%         0.78%           None          1.53%         0.21%        1.32%
  Health Sciences                                      0.75%         2.11%           None          2.86%         1.37%        1.49%
  Financial Services                                   0.75%         1.75%           None          2.50%         1.09%        1.41%
  Telecommunications                                   0.75%         0.55%           None          1.30%         0.02%        1.28%
  Dynamics                                             0.75%         1.53%           None          2.28%         0.99%        1.29%

Evergreen Variable Annuity Trust:

  Global Leaders (6)                                   0.95%         0.25%            N/A          1.20%         0.19%        1.01%
  Special Equity (6)                                   1.36%         2.35%            N/A          3.71%         2.68%        1.03%

ProFund VP:

  Europe 30                                            0.75%         1.39%           0.25%         2.39%         0.61%        1.78%
  UltraSmallCap                                        1.53%         1.53%           0.25%         2.53%         0.83%        1.70%
  UltraOTC                                             0.75%         0.97%           0.25%         1.97%         0.32%        1.65%

First Defined Portfolio Fund, LLC:


  First Trust(R)10 Uncommon Values (7)                 0.60%         144.82%         0.25%        145.67%       144.30%       1.37%
------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
</TABLE>


1    American  Skandia  Trust (the  "Trust")  adopted a  Distribution  Plan (the
     "Distribution Plan") under Rule 12b-1 of the Investment Company Act of 1940
     to permit  an  affiliate  of the  Trust's  Investment  Manager  to  receive
     brokerage  commissions in connection with purchases and sales of securities
     held by Portfolios of the Trust,  and to use these  commissions  to promote
     the sale of shares of such  Portfolios.  The  staff of the  Securities  and
     Exchange  Commission  takes the position that commission  amounts  received
     under the Distribution Plan should be reflected as distribution expenses of
     the Portfolios.  The Portfolios would pay the same or comparable commission
     amounts irrespective of the Distribution Plan;  accordingly,  total returns
     for  the  Portfolios  are  not  expected  to  be  adversely  affected.  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 December 31, 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.

2    The  Investment  Manager of American  Skandia Trust 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.

3    These Portfolios commenced operations on October 18, 1999. "Other Expenses"
     are based on  estimated  amounts for the fiscal year  ending  December  31,
     2000.

4    This Portfolio  commenced  operations on May 1, 2000.  "Other Expenses" are
     based on estimated amounts for the fiscal year ending December 31, 2000.

5    This  Portfolio  commenced  operations  as of  December  30,  1999.  "Other
     Expenses"  shown are based on estimated  amounts for the fiscal year ending
     December 31, 2000.

6    These portfolios  commenced operations on September 30, 1999. Expenses have
     been estimated based upon current fund contracts.


7    The percentages  shown for the Portfolio are based on estimated amounts for
     the current  fiscal  year.  Actual  expenses  may be greater or lesser than
     those shown. The investment  advisor has agreed to waive fees and reimburse
     expenses  through  September  30,  2001 in order to  prevent  Total  Annual
     Portfolio   Operating   Expenses   (excluding    brokerage   expenses   and
     extraordinary  expenses) from exceeding the amount shown above based on the
     average daily net asset value of the respective Portfolio.



<PAGE>


EXPENSE EXAMPLES

Below are  examples  showing  what you would pay in  expenses  at the end of the
stated time  periods had you  invested  $1,000 in the Annuity and  received a 5%
annual  return on assets.  The examples  also assume you are a 70 year old male,
you did not receive any Credits,  and you have not used the Annuity's conversion
feature.
<TABLE>
<CAPTION>

                                                  Without Optional Guarantee Feature            With Optional Guarantee Feature

---------------------------------------------
                                             ---------------------------------------------------------------------------------------
                                                 With Surrender        Without Surrender      With Surrender      Without Surrender

------------------------------------------------------------------------------------------------------------------------------------
                                             ---------------------------------------------------------------------------------------
Sub-Account                                     1 Year      3 Years    1 Year     3 Years    1 Year    3 Years    1 Year    3 Years
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>        <C>        <C>       <C>        <C>        <C>       <C>

AST Founders Passport                             185         253        26         74        194        277        36        103
AST AIM International Equity                      185         251        25         72        193        275        35        101
AST American Century International Growth         187         260        28         80        196        284        38        109
AST MFS Global Equity                             190         267        30         87        199        291        40        116
AST Kemper Small-Cap Growth                       184         250        24         70        193        274        35         99
AST Lord Abbett Small Cap Value                   185         252        25         72        193        276        35        101
AST T. Rowe Price Small Company Value             183         248        24         68        192        272        34         98
AST Janus Mid-Cap Growth                          185         253        25         73        194        277        35        102
AST Neuberger Berman Mid-Cap Growth               184         250        24         70        193        274        35         99
AST Neuberger Berman Mid-Cap Value                185         252        25         73        194        276        35        102
AST Alger All-Cap Growth                          185         252        25         72        193        276        35        101
AST T. Rowe Price Natural Resources               184         250        24         70        193        274        35         99
AST Alliance Growth                               183         248        24         68        192        272        34         98
AST MFS Growth                                    186         255        26         75        195        279        36        105
AST Marsico Capital Growth                        184         248        24         69        192        272        34         98
AST JanCap Growth                                 182         245        23         65        191        269        33         95
AST Sanford Bernstein Managed Index 500           180         239        20         59        189        263        31         88
AST Cohen & Steers Realty                         185         253        26         74        194        277        36        103
AST American Century Income & Growth              182         244        22         65        191        268        33         94
AST Alliance Growth and Income                    182         245        23         65        191        269        33         94
AST MFS Growth with Income                        185         252        25         72        193        276        35        101
AST INVESCO Equity Income                         182         244        22         64        191        268        32         93
AST AIM Balanced                                  183         246        23         66        191        270        33         95
AST American Century Strategic Balanced           183         248        24         68        192        272        34         97
AST T. Rowe Price Asset Allocation                183         247        23         67        192        271        33         96
AST T. Rowe Price Global Bond                     183         248        24         68        192        272        34         98
AST Federated High Yield                          182         243        22         63        190        267        32         92
AST PIMCO Total Return Bond                       181         240        21         60        189        264        31         89
AST PIMCO Limited Maturity Bond                   181         241        21         61        190        265        31         90
AST Money Market                                  178         233        19         53        187        257        29         82
Montgomery Emerging Markets                       190         267        30         87        199        291        40        116
WFVT Equity Value                                 182         245        23         65        191        269        33         94
Rydex Nova                                        188         261        28         81        197        285        38        111
Rydex Ursa                                        190         266        30         87        199        291        40        116
Rydex OTC                                         188         261        28         81        197        285        38        111
INVESCO VIF Technology                            186         254        26         75        194        278        36        104
INVESCO VIF Health Services                       187         259        28         80        196        283        38        109
INVESCO VIF Financial Services                    187         257        27         77        195        281        37        106
INVESCO VIF Telecommunications                    185         253        25         73        194        277        36        102
INVESCO VIF Dynamics                              185         253        26         74        194        277        36        103
Evergreen VA Global Leaders                       182         245        23         65        191        269        33         95
Evergreen VA Special Equity                       183         246        23         66        191        270        33         95
Profund VP Europe 30                              190         268        31         88        199        292        41        117
Profund VP UltraSmall-Cap                         190         266        30         86        198        290        40        115
Profund VP UltraOTC                               189         264        29         84        198        288        39        114
First Trust(R)10 Uncommon Values                  186         256        26         76        195        280        37        105
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>



<PAGE>



HIGHLIGHTS

WHAT IS AN IMMEDIATE ANNUITY?

An immediate  annuity  begins  making  periodic  payments to you within one year
after the Issue Date.  This Annuity begins making payments within 60 days of the
Issue date.

WHAT IS A VARIABLE IMMEDIATE ANNUITY?

A variable  immediate  annuity is an immediate  annuity where some or all of the
benefits  depend upon the  performance  of the  Sub-Accounts  and you assume the
investment risk of such investment performance.

WHY IS THIS VARIABLE IMMEDIATE ANNUITY ADJUSTABLE?

This Annuity is adjustable  because (a) we adjust the Inheritance Period and (b)
there is an adjustment feature which can increase Annuity Payment Amounts if and
when its Cash Value exceeds specified targets.

HOW DOES THIS ANNUITY GENERALLY DIFFER FROM OTHER VARIABLE IMMEDIATE ANNUITIES?

Most  variable  immediate  annuities  offer  periodic  payments that increase or
decrease depending solely on the investment  performance of one or more pools of
underlying  mutual fund  portfolios.  Changes to the Annuity  Payment Amounts of
this variable  immediate  annuity are designed to initially depend on changes to
the  Inheritance  Period,  which depend on the investment  performance of one or
more Portfolios.

We  designed  this  Annuity  to provide a  "cushion"  from  volatile  investment
performance. As a result, negative investment performance does not automatically
result in a decrease in the Annuity  Payment  Amount  each month,  and  positive
investment  performance  does not  automatically  result in an  increase  in the
Annuity Payment Amount each month. Generally, other variable immediate annuities
do not contain such a "cushion."

Many  variable  immediate  annuities  offer the option to assure  payments for a
"certain" period regardless of whether the Annuitant is alive. If that option is
elected,  that number of payments are reduced on a constant  basis over time. In
comparison, this Annuity automatically includes an Inheritance Period that looks
like a "certain"  period but does not change  based  solely on time.  We set the
Inheritance Period initially when an Annuity is issued.  However,  as opposed to
most other variable immediate annuities,  the Inheritance Period in this Annuity
subsequently varies, based on the Net Investment Performance of the Annuity, the
Annuity Payment Amounts being paid out, and the increasing age of the Annuitant.
With each Annuity Payment, the remaining  Inheritance Period can decrease by one
month, more than one month, less than one month, or can even increase.

HOW DOES THIS  VARIABLE  IMMEDIATE  ANNUITY  GENERALLY  DIFFER  FROM  SYSTEMATIC
WITHDRAWAL PROGRAMS?

This variable  immediate annuity offers a guarantee of income payments for life.
This type of annuity  contract is designed to transfer to an  insurance  company
part of the risk of outliving one's assets.  Generally,  the insurer charges the
purchaser for taking on the risk of this guarantee.  The difference between this
type of  annuity  contract  and a  systematic  withdrawal  program  is that this
guarantee and the tax  advantages  provided are not available  with a program of
systematic withdrawals.

WHAT IS THE OPTIONAL GUARANTEE FEATURE?

This variable  immediate  annuity offers a Optional  Guarantee  Feature that, if
chosen,  guarantees  that the Annuity  Payment  Amount,  while the  Annuitant is
alive, will not be less than the Guaranteed Annuity Payment Amount. We charge an
additional  amount for this feature (please refer to this Annuity's  "Summary of
Fees and Charges").  If you select this optional benefit, the Guaranteed Annuity
Payment  Amount will be  available  as of the Issue Date.  Once  selected,  this
feature remains part of your Annuity.

INVESTMENT OPTIONS

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?

Each  variable  investment  option is a  Sub-Account  of American  Skandia  Life
Assurance  Corporation  Variable Account B (Class 7) or (Class 8) (see "What are
Separate  Accounts" for more detailed  information).  Each  Sub-account  invests
exclusively in one Portfolio.  You should  carefully read the prospectus for any
Portfolio in which you are interested.  The following  chart  classifies each of
the Portfolios based on our assessment of their investment style (as of the date
of this  Prospectus).  The  chart  also  provides  a short  description  of each
Portfolio's  investment  objective (in italics) and a short, summary description
of their key policies to assist you in  determining  which  Portfolios may be of
interest to you. There is no guarantee that any underlying mutual fund portfolio
will meet its investment objective.

The name of the  advisor/sub-advisor  for  each  Portfolio  appears  next to the
description.   Those  portfolios  whose  name  includes  the  prefix  "AST"  are
portfolios of American Skandia Trust. The investment manager for AST is American
Skandia Investment Services, Inc. ("ASISI"),  an affiliated company.  However, a
sub-advisor,  as noted  below,  is  engaged  to  conduct  day-to-day  investment
decisions.

Some of the Portfolios  available as Sub-accounts  under the Annuity are managed
by the same  portfolio  advisor or  sub-advisor as a retail mutual fund that the
Portfolio  may have been modeled  after at the  Portfolio's  inception.  Certain
retail  mutual  funds may also have been modeled  after a  Portfolio.  While the
investment objective and policies of the funds may be substantially similar, the
actual investments made by the funds will differ to varying degrees. Differences
in the  performance  of the funds can be  expected,  and in some cases  could be
substantial. Details about the investment objectives, policies, risks, costs and
management of the  Portfolios are found in the  prospectuses  for the underlying
mutual funds.

If you select the  Optional  Guarantee  Feature  not all of the  Portfolios  are
available to you. Information about which Portfolios are not available under the
Optional Guarantee Feature is found on page 24.


<PAGE>


<TABLE>
<CAPTION>

------------------- ----------------------------------------------------------------------------------------- ----------------------
                                                                                                                    PORTFOLIO

      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                   ADVISOR/
       TYPE                                                                                                        SUB-ADVISOR
------------------- ------------------------------------------------------------------------------------------ ---------------------
------------------- ------------------------------------------------------------------------------------------ ---------------------
<S>                 <C>                                                                                       <C>    <C>
                    AST Money  Market:  seeks to  maximize  current  income  and
   CAPITAL          maintain high levels of liquidity. The Portfolio attempts to                                  J.P. Morgan
  PRESERVATION      accomplish  its objective by  maintaining a  dollar-weighted                                  Investment
                    average  maturity of not more than 90 days and by  investing                                Management Inc.
                    in securities  which have  effective  maturities of not more
                    than 397 days.
                    ------------------------------------------------------------------------------------------ ---------------------
------------------- ------------------------------------------------------------------------------------------ ---------------------

                    AST PIMCO Limited  Maturity  Bond:  seeks to maximize  total
                    return  consistent with  preservation of capital and prudent                                Pacific Investment
 SHORT-TERM         investment  management.  The  Portfolio  will  invest  in  a                                   Management
   BOND             diversified portfolio of fixed-income  securities of varying                                     Company
                    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.

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

                    AST PIMCO Total Return Bond:  seeks to maximize total return
  LONG-TERM         consistent   with   preservation   of  capital  and  prudent                                Pacific Investment
    BOND            investment  management.  The  Portfolio  will  invest  in  a                                    Management
                    diversified portfolio of fixed-income  securities of varying                                      Company
                    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.

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

                    AST  Federated  High  Yield:  seeks high  current  income by
                    investing  primarily  in a  diversified  portfolio  of fixed
                    income securities. The Portfolio will invest at least 65% of
  HIGH YIELD        its assets in lower-rated  corporate fixed income securities                                    Federated
     BOND           ("junk  bonds").  These fixed income  securities may include                                   Investment
                    preferred stocks, convertible securities, bonds, debentures,                                     Counseling
                    notes,  equipment  lease  certificates  and equipment  trust
                    certificates.  A fund that invests  primarily in lower-rated
                    fixed income  securities will be subject to greater risk and
                    share price  fluctuation  than a typical  fixed income fund,
                    and may be subject  to an amount of risk that is  comparable
                    to or greater than many equity funds.

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

                    AST T. Rowe Price Global Bond: seeks to provide high current
                    income  and  capital  growth by  investing  in  high-quality
                    foreign and U.S. government bonds. The Portfolio will invest
                    at  least  65%  of its  total  assets  in  bonds  issued  or
  GLOBAL BOND       guaranteed  by the  U.S.  or  foreign  governments  or their                                Rowe Price-Fleming
                    agencies   and  by  foreign   authorities,   provinces   and                                International, Inc.
                    municipalities.  Corporate bonds may also be purchased.  The
                    Sub-advisor  bases its  investment  decisions on fundamental
                    market factors,  currency  trends,  and credit quality.  The
                    Portfolio   generally   invests  in   countries   where  the
                    combination of  fixed-income  returns and currency  exchange
                    rates  appears  attractive,  or,  if the  currency  trend is
                    unfavorable,   where  the  Sub-advisor   believes  that  the
                    currency  risk  can  be  minimized   through  hedging.   The
                    Portfolio  may also  invest  up to 20% of its  assets in the
                    aggregate in below investment-grade,  high-risk bonds ("junk
                    bonds").

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

                    AST T. Rowe Price  Asset  Allocation:  seeks a high level of
                    total  return  by  investing   primarily  in  a  diversified
  ASSET             portfolio  of  fixed  income  and  equity  securities.   The
  ALLOCATION        Portfolio  normally invests  approximately  60% of its total                                T. Rowe Price
                    assets  in  equity   securities  and  40%  in  fixed  income                                Associates, Inc.
                    securities.   The  Sub-advisor   concentrates  common  stock
                    investments in larger, more established  companies,  but the
                    Portfolio may include small and medium-sized  companies with
                    good  growth  prospects.  The fixed  income  portion  of the
                    Portfolio   will  be  allocated   among   investment   grade
                    securities, high yield or "junk" bonds, foreign high quality
                    debt securities and cash reserves.

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

                    AST  AIM  Balanced:  seeks  to  provide  a  well-diversified
                    portfolio of stocks and bonds that will produce both capital
                    growth and current  income.  The Portfolio  attempts to meet                                A I M Capital
  BALANCED          its objective by investing, normally, a minimum of 30% and a                                Management, Inc.
                    maximum of 70% of its total assets in equity  securities and
                    a minimum of 30% and a maximum of 70% of its total assets in
                    non-convertible   debt  securities.   The  Sub-advisor  will
                    primarily  purchase equity  securities for growth of capital
                    and debt securities for income purposes.

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


<PAGE>


<TABLE>
<CAPTION>

------------------- ----------------------------------------------------------------------------------------- ----------------------
                                                                                                                    PORTFOLIO

      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                   ADVISOR/
       TYPE                                                                                                        SUB-ADVISOR
------------------- ----------------------------------------------------------------------------------------- ----------------------
-------------------
<S>                <C>                                                                                       <C>    <C>
                    AST  American  Century  Strategic  Balanced:  seeks  capital
                    growth  and  current  income.  The  Sub-advisor  intends  to
                    maintain  approximately  60% of the  Portfolio's  assets  in                                 American Century
  BALANCED          equity securities and the remainder in bonds and other fixed                                     Investment
   (Cont.)          income  securities.  Both the  Portfolio's  equity and fixed                                 Management, Inc.
                    income  investments  will  fluctuate  in value.  The  equity
                    securities  will fluctuate  depending on the  performance of
                    the companies that issued them,  general market and economic
                    conditions,   and  investor  confidence.  The  fixed  income
                    investments will be affected  primarily by rising or falling
                    interest rates and the credit quality of the issuers.

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

                    AST INVESCO Equity Income:  seeks capital growth and current
                    income  while  following  sound  investment  practices.  The
 EQUITY INCOME      Portfolio  seeks to achieve its  objective  by  investing in                                INVESCO Funds
                    securities  that are  expected  to produce  relatively  high                                  Group, Inc.
                    levels  of  income  and  consistent,   stable  returns.  The
                    Portfolio normally will invest at least 65% of its assets in
                    dividend-paying  common and preferred stocks of domestic and
                    foreign issuers.  Up to 30% of the Portfolio's assets may be
                    invested  in  equity  securities  that  do not  pay  regular
                    dividends.

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

                    AST Alliance Growth and Income:  seeks  long-term  growth of
                    capital  and  income  while  attempting  to avoid  excessive
                    fluctuations  in market value.  The Portfolio  normally will
                    invest in common  stocks (and  securities  convertible  into                                Alliance Capital
                    common stocks).  The Sub-advisor  will take a value-oriented                                Management L.P.
                    approach, in that it will try to keep the Portfolio's assets
                    invested in securities that are selling at reasonable prices
                    in relation to their  value.  The stocks that the  Portfolio
                    will normally invest in are those of seasoned companies that
                    are  expected  to show  above-average  growth  and  that the
                    Sub-advisor believes are in sound financial condition.
                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------

  GROWTH & INCOME   AST American  Century Income & Growth:  seeks capital growth
                    with current income as a secondary objective.  The Portfolio
                    invests  primarily in common stocks that offer potential for
                    capital  growth,  and may,  consistent  with its  investment                                American Century
                    objective, invest in stocks that offer potential for current                                   Investment
                    income. The Sub-advisor  utilizes a quantitative  management                                Management, Inc.
                    technique  with a goal of building an equity  portfolio that
                    provides  better  returns  than  the S&P 500  Index  without
                    taking on significant  additional risk and while  attempting
                    to create a dividend yield that will be greater than the S&P
                    500 Index.

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

                    AST MFS Growth with Income:  seeks reasonable current income
                    and long-term capital growth and income. Under normal market
                    conditions,  the Portfolio invests at least 65% of its total
                    assets in common  stocks  and  related  securities,  such as
                    preferred  stocks,  convertible  securities  and  depositary                                   Massachusetts
                    receipts.   The  stocks  in  which  the  Portfolio   invests                                Financial Services
                    generally will pay dividends. While the Portfolio may invest                                    Company
                    in companies of any size, the Portfolio generally focuses on
                    companies  with  larger  market   capitalizations  that  the
                    Sub-advisor  believes have sustainable  growth prospects and
                    attractive valuations based on current and expected earnings
                    or cash flow.  The Portfolio may invest up to 20% of its net
                    assets in foreign securities.

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

                    AST Cohen & Steers  Realty:  seeks to maximize  total return
                    through investment in real estate securities.  The Portfolio
                    pursues  its   investment   objective   by   seeking,   with
  REAL ESTATE       approximately  equal  emphasis,  capital  growth and current                                Cohen & Steers
    (REIT)          income.  Under  normal  circumstances,  the  Portfolio  will                                Capital Management,
                    invest  substantially  all  of  its  assets  in  the  equity                                        Inc.
                    securities  of real estate  companies,  i.e., a company 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.  Real
                    estate companies may include real estate  investment  trusts
                    or REITs.

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


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<TABLE>
<CAPTION>

------------------- ----------------------------------------------------------------------------------------- ----------------------
                                                                                                                    PORTFOLIO

      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                   ADVISOR/
       TYPE                                                                                                        SUB-ADVISOR
------------------- ----------------------------------------------------------------------------------------- ----------------------
-------------------
<S>                 <C>                                                                                       <C>    <C>
                    AST Sanford Bernstein Managed Index 500: seeks to outperform
                    the Standard & Poor's 500  Composite  Stock Price Index (the
                    "S&P 500(R)") through stock selection resulting in different
                    weightings  of common  stocks  relative  to the  index.  The                                Sanford C. Bernstein
  MANAGED INDEX     Portfolio  will  invest  primarily  in the common  stocks of                                    & Co., Inc.
                    companies   included  in  the  S&P  500(R).  In  seeking  to
                    outperform  the  S&P  500,  the  Sub-advisor  starts  with a
                    portfolio  of stocks  representative  of the holdings of the
                    index.  It  then  uses  a set  of  fundamental  quantitative
                    criteria that are designed to indicate  whether a particular
                    stock will predictably  perform better or worse than the S&P
                    500. Based on these  criteria,  the  Sub-advisor  determines
                    whether the Portfolio  should  over-weight,  under-weight or
                    hold  a  neutral  position  in  the  stock  relative  to the
                    proportion  of the S&P 500 that  the  stock  represents.  In
                    addition,  the Sub-advisor  also may determine that based on
                    the quantitative  criteria,  certain equity  securities that
                    are  not  included  in the  S&P  500  should  be held by the
                    Portfolio.

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

                    AST Alliance  Growth:  seeks long-term  capital growth.  The
                    Portfolio  invests  at least 85% of its total  assets in the
                    equity  securities of a limited  number of large,  carefully
                    selected, high-quality U.S. companies that are judged likely                                Alliance Capital
                    to achieve superior earnings growth.  Normally,  about 40-60                                Management L.P.
                    companies will be represented in the Portfolio,  with the 25
                    companies most highly  regarded by the  Sub-advisor  usually
                    constituting   approximately  70%  of  the  Portfolio's  net
                    assets. An emphasis is placed on identifying companies whose
                    substantially above average  prospective  earnings growth is
                    not fully reflected in current market valuations.

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

                    AST  JanCap  Growth:  seeks  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.   The                                Janus Capital
                    Portfolio  will pursue its objective by investing  primarily                                Corporation
                    in common stocks of 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
LARGE CAP           "bottom  up"  approach  to  choosing   investments  for  the
EQUITY              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.
                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------
                    AST Marsico  Capital Growth:  seeks capital  growth.  Income
                    realization  is not an  investment  objective and any income
                    realized on the Portfolio's investments,  therefore, will be
                    incidental to the Portfolio's objective.  The Portfolio will
                    pursue its objective by investing primarily in common stocks                                Marsico Capital
                    of  larger,   more  established   companies.   In  selecting                               Management, LLC
                    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
                    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. This is called "bottom up" stock selection.
                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------
                    AST MFS Growth:  seeks  long-term  capital growth and future
                    income.  Under  normal  market  conditions,   the  Portfolio
                    invests  at least 80% of its total  assets in common  stocks
                    and   related   securities,   such  as   preferred   stocks,                                Massachusetts
                    convertible securities and depositary receipts, of companies                                Financial Services
                    that the  Sub-advisor  believes  offer  better than  average                                   Company
                    prospects for long-term  growth.  The  Sub-advisor  seeks to
                    purchase  securities of companies that it considers well-run
                    and poised for growth. The Portfolio may invest up to 35% of
                    its net assets in foreign securities.
------------------- ----------------------------------------------------------------------------------------- ----------------------
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<TABLE>
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------------------- ----------------------------------------------------------------------------------------- ----------------------
                                                                                                                    PORTFOLIO

      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                   ADVISOR/
       TYPE                                                                                                        SUB-ADVISOR
------------------- ----------------------------------------------------------------------------------------- ----------------------
------------------- ----------------------------------------------------------------------------------------- ----------------------

<S>                 <C>                                                                                        <C>   <C>
                    AST T. Rowe Price Natural Resources: seeks long-term capital
                    growth primarily through the common stocks of companies that
                    own or develop natural  resources (such as energy  products,
NATURAL RESOURCES   precious  metals,  and  forest  products)  and  other  basic                                T. Rowe Price
                    commodities.  The Portfolio  normally invests  primarily (at                                Associates, Inc.
                    least  65% of its  total  assets)  in the  common  stocks of
                    natural  resource  companies  whose  earnings  and  tangible
                    assets  could  benefit  from  accelerating  inflation.   The
                    Portfolio  looks  for  companies  that have the  ability  to
                    expand production, to maintain superior exploration programs
                    and production  facilities,  and the potential to accumulate
                    new resources.

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

                    AST Alger All-Cap Growth:  seeks  long-term  capital growth.
                    The Portfolio invests primarily in equity  securities,  such                                  Fred Alger
 ALL-CAP EQUITY     as  common  or  preferred  stocks,  that are  listed on U.S.                                Management, Inc.
                    exchanges or in the  over-the-counter  market. The Portfolio
                    may  invest in the equity  securities  of  companies  of all
                    sizes, and may emphasize either larger or smaller  companies
                    at a given time  based on the  Sub-advisor's  assessment  of
                    particular companies and market conditions.

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

                    AST Janus Mid-Cap Growth:  seeks  long-term  capital growth.
                    The Portfolio invests  primarily in common stocks,  selected
                    for their growth  potential,  and normally  invests at least
                    65% of its  equity  assets in  medium-sized  companies.  For                                Janus Capital
                    purposes of the Portfolio,  medium-sized companies are those                                Corporation
                    whose  market  capitalizations  (measured  at  the  time  of
                    investment)  fall  within  the  range  of  companies  in the
                    Standard & Poor's MidCap 400 Index. The Sub-advisor seeks to
                    identify individual companies with earnings growth potential
                    that may not be recognized by the market at large.

                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------
                    AST Neuberger  Berman Mid-Cap Growth:  seeks capital growth.
                    The  Portfolio  primarily  invests in the  common  stocks of
                    mid-cap  companies,   i.e.,  companies  with  equity  market                                Neuberger Berman
                    capitalizations from $300 million to $10 billion at the time                                   Management
                    of  investment.  The  Portfolio is normally  managed using a                                  Incorporated
                    growth-oriented  investment approach.  The Sub-advisor looks
                    for  fast-growing  companies  that  are in  new  or  rapidly
                    evolving industries.

                    ----------------------------------------------------------------------------------------- ----------------------
 MID-CAP EQUITY     ----------------------------------------------------------------------------------------- ----------------------

                    AST Neuberger  Berman Mid-Cap Value:  seeks capital  growth.
                    The  Portfolio  primarily  invests in the  common  stocks of
                    mid-cap  companies.  Under  the  Portfolio's  value-oriented                                Neuberger Berman
                    investment approach,  the Sub-advisor looks for well-managed                                   Management
                    companies  whose stock prices are  undervalued  and that may                                   Incorporated
                    rise in price before other  investors  realize  their worth.
                    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.

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

                    INVESCO  Variable   Investment   Funds  -  Dynamics:   seeks
                    securities  that will  increase in value over the long term.
                    The Portfolio  invests in a variety of securities  which are
                    believed  to  present  opportunities  for  capital  growth -
                    primarily   common  stocks  of  companies   traded  on  U.S.
                    securities  exchanges,  as  well  as  over-the-counter.  The                                INVESCO Funds
                    Portfolio  also may  invest  in  preferred  stocks  and debt                                Group, Inc.
                    instruments that are convertible into common stocks, as well
                    as in  securities  of foreign  companies.  In  general,  the
                    Portfolio  invests in  securities of companies in industries
                    that are  growing  globally  and  usually  avoids  stocks of
                    companies in cyclical,  mature or slow-growing industries or
                    economic sectors. The Portfolio seeks to invest in stocks of
                    leading  companies in attractive  markets or industries,  or
                    emerging  leaders  that  have  developed  a new  competitive
                    advantage.

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

------------------- ----------------------------------------------------------------------------------------- ----------------------
                                                                                                                    PORTFOLIO

      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                   ADVISOR/
       TYPE                                                                                                        SUB-ADVISOR
                    ----------------------------------------------------------------------------------------- ----------------------
------------------- ----------------------------------------------------------------------------------------- ----------------------

<S>                 <C>                                                                                       <C>    <C>
                    WFVT Equity Value: seeks long-term capital appreciation. The
                    Portfolio   pursues  its   objective   by   investing  in  a
                    diversified   portfolio   composed   primarily   of   equity
                    securities that are trading at low price-to-earnings ratios,                                Wells Fargo Bank,
 MID-CAP EQUITY     as measured  against the stock  market as a whole or against                                        N.A.
    (Cont.)         the  individual  stock's  own price  history.  Under  normal
                    market conditions, the Portfolio invests primarily in common
                    stocks of both large, well-established companies and smaller
                    companies with market  capitalization  exceeding $50 million
                    at the time of purchase.  The  Portfolio  may also invest in
                    debt  instruments  that may be  converted  into  the  common
                    stocks of both U.S. and foreign companies.

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


                    AST  Kemper  Small-Cap  Growth:   seeks  maximum  growth  of
                    investors'  capital  from a  portfolio  primarily  of growth
                    stocks of smaller companies. At least 65% of the Portfolio's
                    total  assets  normally  will  be  invested  in  the  equity
                    securities of smaller companies, i.e., those having a market                                Scudder Kemper
                    capitalization  of  $1.5  billion  or  less  at the  time of                                Investments, Inc.
                    investment,  many of which  would be in the early  stages of
                    their life cycle.  The Portfolio seeks  attractive areas for
                    investment  that arise from  factors  such as  technological
                    advances,  new marketing methods, and changes in the economy
                    and  population.  Because  of the  Portfolio's  focus on the
                    stocks  of  smaller  growth  companies,  investment  in  the
                    Portfolio  may involve  substantially  greater  than average
                    share price fluctuation and investment risk.


 SMALL CAP EQUITY

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

                    AST Lord Abbett  Small Cap Value:  seeks  long-term  capital
                    appreciation.  The Portfolio will seek its objective through
                    investments primarily in equity securities that are believed
                    to  be  undervalued  in  the   marketplace.   The  Portfolio                                 Lord, Abbett & Co.
                    primarily seeks companies that are small-sized, based on the
                    value of their outstanding stock. Specifically, under normal
                    circumstances,  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  $2  billion)  selected  on the  basis  of  fundamental
                    investment analysis.  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.

                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------
                    AST T. Rowe  Price  Small  Company  Value:  seeks to provide
                    long-term   capital   growth  by   investing   primarily  in
                    small-capitalization  stocks that appear to be  undervalued.
                    The Portfolio will normally invest at least 65% of its total
                    assets  in stocks  and  equity-related  securities  of small                                T. Rowe Price
                    companies  ($1  billion  or less in market  capitalization).                                Associates, Inc.
                    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.  Investing in small companies  involves  greater
                    risk  of loss  than  is  customarily  associated  with  more
                    established companies.

------------------- ----------------------------------------------------------------------------------------- ----------------------
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<PAGE>


<TABLE>
<CAPTION>

------------------- ----------------------------------------------------------------------------------------- ----------------------
                                                                                                                    PORTFOLIO

      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                   ADVISOR/
       TYPE                                                                                                        SUB-ADVISOR
------------------- ----------------------------------------------------------------------------------------- ----------------------
------------------- ----------------------------------------------------------------------------------------- ----------------------
<S>                 <C>                                                                                        <C>   <C>

                    Evergreen  VA Special  Equity:  seeks  capital  growth.  The
                    Portfolio  strives  to provide a return  greater  than broad
                    stock  market  indices such as the Russell  2000(R)Index  by
 SMALL CAP EQUITY   investing  principally in a diversified  portfolio of common                                Meridian Investment
    (Cont.)         stocks of domestic  companies.  The  Portfolio's  investment                                     Company
                    advisor  principally chooses companies which it expects will
                    experience  growth in  earnings  and  price,  and which have
                    small market  capitalizations  (under $1 billion) and medium
                    market capitalizations  (between $1 billion and $5 billion).
                    The Portfolio  may also invest in companies  that have large
                    market capitalizations (over $5 billion).
                    ----------------------------------------------------------------------------------------- ----------------------
------------------- ----------------------------------------------------------------------------------------- ----------------------

                    AST MFS Global Equity:  seeks capital  growth.  Under normal
                    market conditions, the Portfolio invests at least 65% of its
                    total assets in common stocks and related  securities,  such                                  Massachusetts
                    as preferred  stock,  convertible  securities and depositary                                Financial Services
                    receipts,  of U.S. and foreign issuers (including issuers in                                   Company
                    developing  countries).  The  Portfolio  generally  seeks to
                    purchase  securities  of  companies  with  relatively  large
                    market capitalizations  relative to the market in which they
                    are traded.



  GLOBAL EQUITY
                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------
                    Evergreen VA Global Leaders: seeks to provide investors with
                    long-term capital growth.  The Portfolio normally invests as
                    least 65% of its assets in a  diversified  portfolio of U.S.
                    and non-U.S.  equity  securities of companies located in the                                Evergreen Asset
                    world's major industrialized  countries.  The Portfolio will                                Management Corp.
                    invest in no less than three  countries,  which may  include
                    the U.S.,  but may invest more than 25% of its total  assets
                    in one country.  The Portfolio  invests only in the best 100
                    companies,  which are  selected  by the  investment  advisor
                    based on qualitative and quantitative  criteria such as high
                    return on equity, consistent earnings growth and established
                    market presence.

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

                    AST AIM  International  Equity:  seeks capital  growth.  The
                    Portfolio   seeks  to  meet  its   objective  by  investing,
                    normally,  at least 70% of its assets in  marketable  equity                                A I M Capital
                    securities  of  foreign  companies  that  are  listed  on  a                                Management, Inc.
                    recognized  foreign  securities  exchange  or  traded  in  a
                    foreign over-the-counter market. The Portfolio will normally
                    invest in a diversified  portfolio  that includes  companies
                    from at least four  countries  outside  the  United  States,
                    emphasizing  countries  of Western  Europe  and the  Pacific
                    Basin.

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

                    AST American  Century  International  Growth:  seeks capital
                    growth.  The Portfolio  will seek to achieve its  investment
                    objective by investing  primarily  in equity  securities  of
INTERNATIONAL       foreign   companies  that  the  Sub-advisor   believes  will
  EQUITY            increase in value over time.  Under normal  conditions,  the                                American Century
                    Portfolio  will  invest at least 65% of its assets in equity                                    Investment
                    securities of issuers from at least three countries  outside                                  Management, Inc.
                    of  the  United  States.   The  Sub-advisor  uses  a  growth
                    investment  strategy it developed  that looks for  companies
                    with  earnings  and revenue  growth.  The  Sub-advisor  will
                    consider  a number of other  factors  in  making  investment
                    selections,  including the  prospects for relative  economic
                    growth among  countries or regions,  economic and  political
                    conditions,  expected  inflation  rates,  currency  exchange
                    fluctuations and tax considerations.
                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------
                    AST Founders  Passport:  seeks capital growth. The Portfolio
                    normally invests  primarily in equity  securities  issued by
                    foreign companies that have market capitalizations or annual
                    revenues  of  $1  billion  or  less.  These  securities  may                                Founders Asset
                    represent   companies  in  both   established  and  emerging                                Management LLC
                    economies   throughout  the  world.  At  least  65%  of  the
                    Portfolio's  total  assets  normally  will  be  invested  in
                    foreign   securities   representing   a  minimum   of  three
                    countries.  Foreign  securities are generally  considered to
                    involve  more  risk  than  those  of  U.S.  companies,   and
                    securities of smaller companies are generally  considered to
                    be riskier than those of larger companies.

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


<PAGE>


<TABLE>
<CAPTION>

------------------- ----------------------------------------------------------------------------------------- ----------------------
                                                                                                                    PORTFOLIO

      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                   ADVISOR/
       TYPE                                                                                                        SUB-ADVISOR

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

<S>                 <C>                                                                                        <C>      <C>
                    ProFund VP Europe 30:  seeks daily  investment  results that
                    correspond to the  performance of the ProFunds Europe Index.
                    The ProFunds  Europe Index ("PEI") is a combined  measure of
                    European stock performance created by the investment advisor                                ProFund Advisors
                    from the leading  stock  indexes of Europe's  three  largest                                        LLC
                    economies  giving  equal  weight to each index each day. The
INTERNATIONAL       PEI averages the daily results of The Financial  Times Stock
EQUITY (Cont.)      Exchange 100, The Deutsche  Aktienindex and the CAC-40.  The
                    Portfolio  principally invests in futures contracts on stock
                    indexes  and  options on  futures  contracts  and  financial
                    instruments such as equity caps, collars, floors and options
                    on  securities  and stock  indexes of large  capitalization,
                    widely traded,  European  stocks.  The Portfolio  invests in
                    financial   instruments   with  values   that   reflect  the
                    performance of stocks of European companies.

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

------------------- ----------------------------------------------------------------------------------------- ----------------------
------------------- ----------------------------------------------------------------------------------------- ----------------------
                    Montgomery Variable Series - Emerging Markets: seeks capital
                    appreciation,  which  under  normal  conditions  it seeks by
EMERGING MARKETS    investing  at  least  65%  of its  total  assets  in  equity                                Montgomery Asset
                    securities  of  companies  in  countries   having   emerging                                Management, LLC
                    markets. Under normal conditions, investments are maintained
                    in at least six emerging  market  countries at all times and
                    no more than 25% of total  assets  are  invested  in any one
                    emerging market country.
------------------- ----------------------------------------------------------------------------------------- ----------------------
------------------------------------------------------------------------------------------------------------------------------------
Sector funds generally  diversify their investments  across particular  economic
sectors.  However,  because  those  investments  are limited to a  comparatively
narrow segment of the economy,  sector funds are generally not as diversified as
most mutual  funds.  Sector funds tend to be more  volatile  than other types of
funds.  The value of fund  shares  may go up and down more  rapidly  than  other
funds.  Each sector of the economy may also have  different  regulatory or other
risk factors that can cause greater fluctuations in the share price. Please read
the  prospectus  for the  underlying  sector fund for further  details about the
risks of the particular sector of the economy.

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

                    INVESCO  Variable  Investment  Funds -  Financial  Services:
                    seeks capital  appreciation.  The Portfolio normally invests
                    at least  80% of its  assets  in the  equity  securities  of
                    companies  involved in the financial  services sector.  This                                INVESCO Funds
                    sector   includes,   among  others,   banks   (regional  and                                 Group, Inc.
                    money-centers),  insurance  companies  (life,  property  and
                    casualty,  and multiline),  and investment and miscellaneous
                    industries    (asset   managers,    brokerage   firms,   and
                    government-sponsored agencies). The investment advisor seeks
                    companies  which it  believes  can grow their  revenues  and
                    earnings  regardless  of the  interest  rate  environment  -
                    although  securities prices of financial  services companies
                    generally are interest rate-sensitive.

      SECTOR

                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------
                    INVESCO Variable  Investment Funds - Health Sciences:  seeks
                    capital appreciation.  The Portfolio invests at least 80% of
                    its  assets  in the  equity  securities  of  companies  that
                    develop,  produce or distribute products or services related
                    to  health  care.  These  industries  include,  but  are not
                    limited to, medical equipment or supplies,  pharmaceuticals,                                INVESCO Funds
                    health care facilities, and applied research and development                                  Group, Inc.
                    of new products or services. The investment advisor attempts
                    to   blend    well-established    healthcare    firms   with
                    faster-growing,  more dynamic health care  companies,  which
                    have new  products or are  increasing  their market share of
                    existing products.

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

                    INVESCO  Variable  Investment  Funds  -  Technology:   seeks
                    capital  appreciation.  The  Portfolio  normally  invests at
                    least  80%  of  its  assets  in  the  equity  securities  of                                INVESCO Funds
                    companies engaged in  technology-related  industries.  These                                 Group, Inc.
                    include, but are not limited to, communications,  computers,
                    video,   electronics,   oceanography,   office  and  factory
                    automation,  and robotics. A core portion of the Portfolio's
                    holdings are invested in market-leading technology companies
                    which the  investment  advisor  believes  will  maintain  or
                    improve their market share regardless of overall conditions.

------------------- ----------------------------------------------------------------------------------------- ----------------------
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<PAGE>


<TABLE>
<CAPTION>

------------------- ----------------------------------------------------------------------------------------- ----------------------
                                                                                                                    PORTFOLIO

      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                   ADVISOR/
       TYPE                                                                                                        SUB-ADVISOR
------------------- ----------------------------------------------------------------------------------------- ----------------------

<S>                 <C>                                                                                       <C>
                    INVESCO  Variable  Investment  Funds  -  Telecommunications:
                    seeks capital  appreciation.  The Portfolio normally invests
                    at least  80% of its  assets  in the  equity  securities  of
                    companies   that  are  primarily   engaged  in  the  design,
SECTOR (cont.)      development,   manufacture,   distribution,   or   sale   of                                INVESCO Funds
                    communications  services and  equipment,  and companies that                                Group, Inc.
                    are  involved  in  developing,  constructing,  or  operating
                    communications infrastructure projects throughout the world,
                    or in supplying equipment or services to such companies. The
                    telecommunications  sector  includes  companies  that  offer
                    telephone  services,   wireless  communications,   satellite
                    communications,   television  and  movie   programming   and
                    broadcasting.  Normally,  the Portfolio will invest at least
                    65% of its assets in  companies  located  in at least  three
                    different  countries,   although  U.S.  issuers  will  often
                    dominate the holdings.
------------------- ----------------------------------------------------------------------------------------- ----------------------
------------------------------------------------------------------------------------------------------------------------------------

The ProFund VP UltraOTC and UltraSmall-Cap portfolios and the Nova, Ursa and OTC
portfolios  of the Rydex  Variable  Trust are  available  to all  Owners.  It is
recommended  that only those  Owners who engage a financial  advisor to allocate
their funds in strategic or tactical asset allocation strategies invest in these
portfolios.   There  can  be  no  assurance  that  any  financial  advisor  will
successfully predict market fluctuations.

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

                    ProFund VP  UltraOTC:  seeks daily  investment  results that
                    correspond to twice (200%) the performance of the NASDAQ 100
                    Index(TM).  The  Portfolio  principally  invests  in futures
                    contracts on stock indexes and options on futures  contracts
                    and  financial  instruments  such as equity  caps,  collars,                                ProFund Advisors LLC
                    floors and options on securities  and stock indexes of large
                    capitalization  companies. If the Portfolio is successful in
                    meeting its objective, it should gain approximately twice as
                    much as the growth  oriented  NASDAQ 100  Index(TM)when  the
                    prices of the  securities  in that index rise on a given day
                    and should lose approximately twice as much when such prices
                    decline on that day.
                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------
                    ProFund VP  UltraSmall-Cap:  seeks daily investment  results
                    that  correspond  to twice  (200%)  the  performance  of the
                    Russell  2000(R)Index.  The Portfolio principally invests in
                    futures  contracts  on stock  indexes and options on futures
                    contracts  and  financial  instruments  such as equity caps,                                ProFund Advisors LLC
                    collars,  floors and options on securities and stock indexes
                    of diverse,  widely traded, small capitalization  companies.
                    If the Portfolio is successful in meeting its objective,  it
  STRATEGIC         should  gain  approximately  twice  as  much  as the  growth
 OR TACTICAL        oriented  Russell  2000(R)  Index  when  the  prices  of the
 ALLOCATION         securities in that index rise on a given day and should lose
                    approximately twice as much when such prices decline on that
                    day.
                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------
                    Rydex  Variable  Trust - Nova:  seeks to provide  investment
                    returns that are 150% of the daily price movement of the S&P
                    500   Composite   Stock  Price  Index  by   investing  to  a                                PADCO Advisors II,
                    significant  extent in  futures  contracts  and  options  on                                        Inc.
                    securities,  futures  contracts  and stock  indexes.  If the
                    Portfolio  meets its  objective the value of its shares will
                    tend to increase by 150% of the daily value of any  increase
                    in the S&P 500 Index. However, when the value of the S&P 500
                    Index declines, the value of its shares should also decrease
                    by 150% of the daily  value of any  decrease  in the S&P 500
                    Index.
------------------- ----------------------------------------------------------------------------------------- ----------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

------------------- ----------------------------------------------------------------------------------------- ----------------------
                                                                                                                    PORTFOLIO

      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                   ADVISOR/
       TYPE                                                                                                        SUB-ADVISOR
------------------- ----------------------------------------------------------------------------------------- ----------------------
------------------- ----------------------------------------------------------------------------------------- ----------------------

<S>                 <C>                                                                                       <C>    <C>
                    Rydex  Variable  Trust - Ursa:  seeks to provide  investment
                    results that will inversely correlate (e.g. be the opposite)
                    to the  performance  of the S&P 500  Composite  Stock  Price
                    Index  by  investing  to a  significant  extent  in  futures                                PADCO Advisors II,
                    contracts and options on securities,  futures  contracts and                                        Inc.
                    stock  indexes.  The Portfolio  will generally not invest in
                    the  securities  included  in  the  S&P  500  Index.  If the
                    Portfolio  meets its  objective the value of its shares will
                    tend to  increase  when the  value  of the S&P 500  Index is
                    decreasing.  However, when the value of the S&P 500 Index is
                    increasing,  the value of its shares  should  decrease by an
                    inversely proportional amount.


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

                    Rydex  Variable  Trust - OTC:  seeks to  provide  investment
                    results that correspond to a benchmark for  over-the-counter
                    securities, currently the NASDAQ 100 Index(TM), by investing
                    principally in the securities of companies  included in that
                    Index.  The Portfolio  may also invest in other  instruments                                 PADCO Advisors II,
                    whose  performance  is expected to correspond to that of the                                        Inc.
                    Index,  and may engage in futures and options  transactions.
                    If the Portfolio meets its objective the value of its shares
                    will tend to increase  by the amount of the  increase in the
                    NASDAQ 100 Index(TM).  However, when the value of the NASDAQ
STRATEGIC OR        100  Index(TM)declines,  the value of its shares should also
 TACTICAL           decrease  by the amount of the  decrease in the value of the
ALLOCATION          Index(TM).
    (Cont.)
                    ----------------------------------------------------------------------------------------- ----------------------
                    ----------------------------------------------------------------------------------------- ----------------------


                    First   Trust(R)10   Uncommon   Values:   seeks  to  provide
                    above-average  capital  appreciation.  The Portfolio pursues
                    its  objective  by  investing  primarily  in the ten  common
                    stocks selected by the Investment Policy Committee of Lehman
                    Brothers Inc. ("Lehman Brothers") with the assistance of the
                    Research  Department  of  Lehman  Brothers  which,  in their
                    opinion have the greatest potential for capital appreciation
                    during  the next  year.  The  stock  selection  date for the
                    Portfolio is on or about July 1st of each year. The holdings
                    for the Portfolio will be adjusted annually on or about July
                    1st in accordance with the selections of Lehman Brothers. At
                    that time, the percentage  relationship  among the shares of
                    each issuer held by the  Portfolio is  established.  Through
                    the next one-year  period that percentage will be maintained                                 First Trust
                    as  closely  as   practicable   when  the  Portfolio   makes                                Advisors L.P.
                    subsequent purchases and sales of the securities.

                    The First Trust(R) 10 Uncommon Values Portfolio of the First
                    Defined  Portfolio  Fund LLC invests in the  securities of a
                    relatively  few number of  issuers.  Since the assets of the
                    Portfolio are invested in a limited  number of issuers,  the
                    net asset value of the Portfolio may be more  susceptible to
                    a  single   adverse   economic,   political  or   regulatory
                    occurrence.  The Portfolio may also be subject to additional
                    market  risk  due to its  policy  of  investing  based on an
                    investment  strategy  and  generally  not  buying or selling
                    securities   in   response  to  market   fluctuations.   The
                    Portfolio's  relative lack of diversity and limited  ongoing
                    management  may subject  Owners to greater  market risk than
                    other portfolios.


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

"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of the McGraw-Hill  Companies,  Inc. and have been licensed
for use by American Skandia Investment Services,  Incorporated. The Portfolio is
not  sponsored,  endorsed,  sold or promoted by Standard & Poor's and Standard &
Poor's makes no  representation  regarding the  advisability of investing in the
Portfolio.


The First Trust(R) 10 Uncommon  Values  portfolio is not sponsored or created by
Lehman Brothers, Inc. ("Lehman Brothers"). Lehman Brothers' only relationship to
First Trust is the  licensing  of certain  trademarks  and trade names of Lehman
Brothers  and of the "10  Uncommon  Values"  which is  determined,  composed and
calculated  by  Lehman  Brothers  without  regard  to First  Trust or the  First
Trust(R) 10 Uncommon Values portfolio.


FEES AND CHARGES

WHAT ARE THE ANNUITY FEES AND CHARGES?

Tax Charges:  Several  states and some  municipalities  charge  premium taxes or
similar taxes on  annuities.  The amount of tax will vary from  jurisdiction  to
jurisdiction  and is subject to change.  Currently,  the state tax charge ranges
from 0% to 3 1/2%.  We will deduct the amount of any tax charge at the time your
Premium is applied to the Annuity.

We may assess a charge against the Sub-Accounts equal to any taxes, which may be
imposed upon the Separate Account.

Transfer Fee: You may make twenty (20) free transfers between  Sub-Accounts each
Annuity Year.  We will charge  $10.00 for each  transfer  after the twentieth in
each Annuity Year.  Transfers  made as part of a  rebalancing,  market timing or
third party  investment  advisory service will be subject to the transfer limit.
For a description of these programs see "Do You Offer Any Automatic  Rebalancing
Programs?"  However,  all transfers  made on the same day will be treated as one
(1)  transfer.  We may allow a higher  number of  transfers  each  Annuity  Year
without charging a Transfer Fee for transfer requests transmitted electronically
or through other means that reduce our processing costs.

WHAT CHARGES ARE DEDUCTED BY THE SEPARATE ACCOUNT?

Insurance  Charge: We deduct an Insurance Charge daily against the average daily
assets allocated to the Sub-Accounts.  The charge is equal to 1.25% on an annual
basis, or if the Optional  Guarantee  Feature is selected the charge is 2.25% on
an annual basis. This charge is for insurance  benefits provided by the Annuity,
including  the risk that  persons we  guarantee  Annuity  Payments  to will live
longer  than our  assumptions.  The  charge  also  covers  administrative  costs
associated  with providing the Annuity  benefits,  including  preparation of the
contract, confirmation statements, annual account statements and annual reports,
legal and accounting fees, as well as various related  expenses.  The charge for
the  Optional  Guarantee  Feature  covers our risk that the  Guaranteed  Annuity
Payment  Amount may be higher  than the Annuity  Payment  Amount at any time the
Annuitant(s) is alive.  Finally, the charge covers the risk that our assumptions
about the  administrative  and  non-mortality  expenses  under this  Annuity are
incorrect.   We  may   increase  the  portion  of  the   Insurance   Charge  for
administrative costs. However, any increase will only apply to an Annuity issued
after the date of the increase.

We may reduce the  administrative  costs portion of the Insurance Charge when an
Annuity  is sold to  individuals  or a group of  individuals  in a  manner  that
reduces our administrative  expenses under the Annuity. In reducing this portion
of the  charge we  consider  among  other  things:  (a) the size and type of the
group;  (b) the number of  annuities  purchased  by an Owner;  (c) the amount of
Premium;  and/or (d) other transactions where administrative expenses are likely
to be reduced.  We will not discriminate  unfairly between Annuity purchasers if
and when we reduce the administration portion of the Insurance Charge.

PURCHASING YOUR ANNUITY

WHAT ARE THE REQUIREMENTS FOR PURCHASING THE ANNUITY?

Premium  Payment:  You must  make a  minimum  Premium  payment  of not less than
$35,000.  We may  allow  a lower  minimum  Premium  payment  if the  Annuity  is
purchased  as a  settlement  option or an  annuitization  option from a deferred
annuity  or a life  insurance  policy  issued by us.  Any  Premium  in excess of
$1,000,000 will require approval of our home office before issuing the Annuity.

We may require certain  information before we issue an Annuity,  including,  but
not limited to, evidence satisfactory to us of the age of each Annuitant.


Once we  agree to  issue  an  Annuity,  we  invest  your  Net  Premium  (and any
applicable  Credits) in the Annuity.  The Net Premium is your Premium  minus any
Tax Charges that may apply. We apply the Net Premium based on your  instructions
for allocating your Income Base among one or more Sub-Accounts.

Age  Restrictions:  The Annuitant(s) may not be greater than age 85 on the Issue
Date. If there is more than one Annuitant named, the youngest  Annuitant may not
be greater than age 85 on the Issue Date.


Owner,  Annuitant,  and  Beneficiary  Designations:  We require  you to name the
Owner(s), Annuitant(s) and Beneficiary(ies) for your Annuity.

|X|  Owner:  We assume  the  Annuitant  is also the Owner  unless  you  indicate
     otherwise.  Similarly,  if there  are  joint  Annuitants,  we  assume  each
     Annuitant is a joint Owner.  You may name more than one Owner in which case
     all  ownership  rights are held jointly.  You may name a contingent  Owner.
     Ownership  rights pass to such a contingent Owner upon the death (or in the
     case of an  entity,  the  dissolution)  of the Owner.  Unless you  indicate
     otherwise,  no  rights  pass to any  contingent  Owner  until the death (or
     dissolution) of all Owners.

     All ownership  rights pass to the  Beneficiary as of the  Inheritance  Date
     unless you instruct us that ownership should remain with any then surviving
     Owners.  If ownership  rights vest in a  Beneficiary  and there is no prior
     irrevocable contingent Beneficiary designation, such Beneficiary may name a
     person or entity to receive any remaining  Annuity  Payments yet to be paid
     subsequent to such Beneficiary's death.

|X|  Annuitant: The Annuitant is the person we agree to make Annuity Payments to
     and during whose life we continue to make such  payments.  You may name one
     or two  Annuitants.  The  Annuitant  can be,  but does not have to be,  the
     Owner.  You must name an  Annuitant  who is a natural  person.  Because our
     assumptions  about Annuity  Payments are based on the age, life expectancy,
     and where permitted gender of the Annuitant(s),  the Annuitant  designation
     cannot be changed once your Annuity is issued.

|X|  Beneficiary:  The Beneficiary(ies)  is/are the person(s) or entity(ies) you
     name to receive any  remaining  payments  under the Annuity if there is any
     remaining  Inheritance  Period and if there is Cash Value due. You may name
     one or more primary Beneficiaries and one or more contingent Beneficiaries.
     Payments to your  Beneficiary(ies) will be made in equal proportions unless
     you notify us otherwise.  We will make payment to a contingent  Beneficiary
     if  the  primary  Beneficiary  dies  before  the  Inheritance  Date.  If no
     Beneficiary  is  alive  as of the  Inheritance  Date  or you do not  make a
     Beneficiary designation, any remaining Annuity Payments will be made to you
     or your  estate.  Unless  you  indicate  otherwise,  no rights  pass to any
     contingent   Beneficiary   until  the  death   (or   dissolution)   of  all
     Beneficiaries.  If Annuity Payments are being made to a Beneficiary and the
     Beneficiary  has not named a person or entity to receive  Annuity  Payments
     during any  remaining  Inheritance  Period  subsequent to his or her death,
     then  such  Annuity  Payments  will be made  to the  Beneficiary's  estate.
     Beneficiary  designations can be changed unless the Owner requests that the
     designation be made irrevocable.

Your  choice of  Annuitant(s)  and  Beneficiary(ies)  can have  significant  tax
implications.  You should seek  competent  tax advice on the income,  estate and
gift tax implications of your designations.

MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?
(The right to return the  Annuity is  referred  to as the  "Free-Look"  right or
"right to cancel.")


If after purchasing your Annuity you change your mind and decide that you do not
want it,  you may  return it to us within a  certain  period of time  known as a
Free-Look  period.  Depending on the state in which you purchased  your Annuity,
the  Free-Look  period  may be ten (10)  days,  twenty-one  (21) days or longer,
measured  from the time that you received  your  Annuity.  If you exercise  your
Free-Look right, we will refund your Income Base, less any Credits, plus any Tax
Charges deducted. This amount may be higher or lower than your original Premium.
Certain  states require that we return your current Income Base or the amount of
your initial Premium,  whichever is greater. The same rule applies to an Annuity
that is purchased as an IRA. In those states where we are required to return the
greater of your Premium or Income Base, we will allocate your Income Base to the
AST Money Market  Sub-Account  during the Free-Look  period and for a reasonable
additional amount of time to allow for delivery of your Annuity. If you exercise
your Free-Look  right, we will not return any Credits we applied to your Annuity
based on your Premium (see below).


WILL I RECEIVE CREDITS ON MY PREMIUM?

We may  credit  additional  amounts  to  your  Annuity  based  on the age of the
youngest Annuitant on the Issue Date. Credits are applied as a percentage of the
Premium as shown in the table  below.  Any such Credit will  increase the amount
that is applied to your  Annuity when  determining  the value upon which we base
your Annuity Payments.

                   ---------------------------------- --------------------
                            Annuitant's Age             Credit Amount*

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

                   ---------------------------------- --------------------
                   ---------------------------------- --------------------
                   Age 59 and below                           3%
                   ---------------------------------- --------------------
                   ---------------------------------- --------------------
                   Age 60 through Age 65                      2%
                   ---------------------------------- --------------------
                   ---------------------------------- --------------------
                   Age 66 through Age 71                      1%
                   ---------------------------------- --------------------
                   ---------------------------------- --------------------
                   Age 72 and older                           0%
                   ---------------------------------- --------------------
                            *  as a percentage of the Premium.

Credits are  provided in higher  amounts for  younger  Annuitants  primarily  to
reflect the duration of time that the Company expects to collect expenses during
which Annuity  Payments are paid.  These credits are provided in lieu of varying
the annuity's expenses to primarily reflect the expected  different  persistency
rates of the Annuitants' ages. The life  expectancies of younger  Annuitants are
greater than older Annuitants.  Consequently,  credits are aimed at offsetting a
portion  of the  Insurance  Charge  for these  younger  Annuitants  since we are
deducting  the  Insurance  Charge  which  is a fixed  annual  percentage  amount
deducted daily, during this extended period of time.

Credits are provided from our general account. Currently, Credits are applied to
all  Annuities;  although  we reserve  the right to cease  applying  Credits for
Annuities sold in the future. Any such decision will not effect your Annuity.

How are credits applied to my Annuity?


Any Credits are applied to your Annuity at the time the  qualifying  Net Premium
is applied to your Income Base.  Credits are allocated to the investment options
in the same ratio as the applicable Net Premium is applied.


|X|  Any Credits  applied to your Annuity can be recovered by us if you elect to
     "Free-Look"  your Annuity.  The amount returned to you will not include any
     Credits.

|X| We do not consider Credits to be "investment in the contract" for income tax
purposes (see "Tax Considerations").


<PAGE>


MANAGING YOUR ANNUITY

ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN SUB-ACCOUNTS?


You may make  transfers  between  Sub-Accounts.  Transfers  are not  subject  to
taxation. We currently limit the number of Sub-Accounts you can invest in at any
one time to twenty  (20) or, if asset  allocation  is  required,  the  number of
categories in the asset  allocation  model.  We may require a minimum of $500 in
any  Sub-Account  to which  you  allocate  your  Income  Base at the time of any
allocation  or  transfer.  If you  request a  transfer  and,  as a result of the
transfer, there would be less than $500 in the Sub-Account,  we may transfer the
remaining  Income  Base in the  Sub-Account  pro  rata to the  other  investment
options to which you transferred.


We retain  the right to charge  $10.00  for each  transfer  after the  twentieth
(20th)  in  each  Annuity  Year,   including  transfers  made  as  part  of  any
rebalancing,  market timing or third party investment advisory service which you
have  authorized.  All rebalancing  transfers made on the same day as part of an
automatic  rebalancing  program are considered as one transfer when counting the
number of transfers each year towards the maximum of 20 free  transfers.  We may
allow a higher number of transfers each Annuity Year without charging a Transfer
Fee for transfer requests transmitted electronically or through other means that
reduce our processing costs.

We reserve the right to limit the number of  transfers  in any Annuity  Year for
all  existing  or new Owners.  We also  reserve the right to limit the number of
transfers in any Annuity Year or to refuse any transfer  request for an Owner or
certain Owners if: (a) we believe that excessive  trading or a specific transfer
request or group of transfer requests may have a detrimental effect on the share
prices  of  the  Portfolios;  or  (b) we are  informed  by  one or  more  of the
Portfolios that the purchase or redemption of shares must be restricted  because
of excessive  trading or a specific  transfer or group of transfers is deemed to
have a detrimental  effect on the share prices of affected  Portfolios.  Without
limiting  the above,  the most likely  scenario  where either of the above could
occur  would be if the  aggregate  amount  of a trade or  trades  represented  a
relatively large proportion of the total assets of a particular Portfolio. Under
such a circumstance,  we will process  transfers  according to our rules then in
effect and provide  notice if the  transfer  request  was denied.  If a transfer
request is denied, a new transfer request may be required.

If you select the Optional Guarantee Feature, you may only make transfers within
the asset allocation model categories  included in the Asset Allocation Program,
described below.

MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?


You may authorize your financial  representative  to decide on the allocation of
your Income Base and to make financial  transactions between investment options,
subject to our rules.  However, we can suspend or cancel these privileges at any
time.  We will notify you if we do. We may  restrict  the  available  investment
options if you authorize a financial  representative  to make transfers for you.
We do this so that no  financial  representative  is in a  position  to  control
transfers of large  amounts of money for multiple  clients into or out of any of
the Portfolios that have expressed  concern about movement of a large proportion
of a Portfolio's assets.


We may also  establish  different  "cut-off  times" by which we must receive all
financial transactions for certain Portfolios. Currently, only the portfolios of
Rydex Variable Trust and ProFund VP are subject to this  restriction.  Financial
transactions  involving a Rydex or ProFund VP Sub-Account must be received by us
no  later  than  one (1)  hour  before  close  of the New  York  Stock  Exchange
(generally 3:00 p.m. Eastern time) to be processed on the current Valuation Day.
If you request a  transaction  involving  the purchase or redemption of units in
one of the Rydex or ProFund VP  Sub-Accounts  after the "cut-off"  time, we will
deem your  request  as  received  by us on the next  Valuation  Day.  You may be
required to submit a new request on the following day.


We, or an affiliate  of ours,  may provide  administrative  support to financial
representatives   who  make   transfers   on  your   behalf.   These   financial
representatives  may be  firms  or  persons  who  also  are  appointed  by us as
authorized sellers of the Annuity. However, we do not offer you advice about how
to allocate your Income Base. Any financial firm or representative you engage to
provide advice and/or make transfers for you is not acting on our behalf. We are
not responsible for any recommendations such financial representatives make, any
market timing or asset allocation programs they choose to follow or any specific
transfers they make on your behalf.


AM I REQUIRED TO PARTICPATE IN THE ASSET ALLOCATION PROGRAM?


If you  chose  the  Optional  Guarantee  Feature,  your Net  Premium  (plus  any
applicable  Credit) is allocated in accordance with an asset allocation model we
select,  and your Income Base must be allocated in accordance with such a model.
We may use a model developed and maintained by us or we may elect to use a model
provided by an independent third party. We reserve the right to change the model
at any time.

The model we use will identify a number of asset categories in which your Income
Base must be allocated  (e.g.,  equities,  debt,  and cash).  You must  allocate
Income Base to eligible  Sub-accounts for each separate category. We reserve the
right  to  require  that  you use only  one  eligible  Sub-account  at a time to
complete each category.


We determine which  Sub-accounts  are eligible for each category or we may elect
to follow the  recommendations of an independent third party. We may at any time
make new determinations as to which Sub-accounts are eligible for each category.
We may do so for a variety of reasons including, but not limited to, a change in
the investment  objectives or policies of a Portfolio,  or failure,  in our sole
determination,  of such  Portfolio  to  invest  in  accordance  with its  stated
investment  objective or  policies.  If we determine  that a  Sub-account  is no
longer  eligible for that  category,  we will notify you at least 30 days before
the Sub-account is unavailable.


You may  transfer  Income  Base  maintained  in an asset  category  to any other
eligible  Sub-account  within that category.  Such transfers are counted towards
the number of free transfers available under the Annuity.

At the  beginning of each calendar  quarter,  we rebalance the Income Base among
categories  according to the then current  percentages for the asset  allocation
model. We expect that the current  percentages for each category may change from
time to time.  Any change in the current  percentages  will become  effective no
later than the regularly  scheduled  rebalancing  of Income Base occurring on or
immediately after the date of the change.


Under the  Optional  Guarantee  Feature,  the  Sub-Accounts  that  invest in the
following Portfolios currently are not available:

    ----------------------------------------------------------------
               Underlying Portfolios Not Available With
                      Optional Guarantee Feature

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

                      Rydex Variable Trust - Nova
                      Rydex Variable Trust - Ursa
                      Rydex Variable Trust - OTC

             Montgomery Variable Series - Emerging Markets
                         ProFund VP Europe 30

                       ProFund VP UltraSmall-Cap
                          ProFund VP UltraOTC

                     INVESCO Funds VIF Technology
                   INVESCO Funds VIF Health Sciences

                 INVESCO Funds VIF Financial Services
                 INVESCO Funds VIF Telecommunications

                      INVESCO Funds VIF Dynamics
                       AST Cohen & Steers Realty


                    First Trust(R) 10 Uncommon Values


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

All  other  Sub-Accounts  and  Portfolios   currently  are  available  for  your
investment.

DO YOU OFFER ANY OTHER AUTOMATIC REBALANCING PROGRAMS?


Yes, if you do not elect the Optional Guarantee  Feature,  we offer an automatic
rebalancing program that can periodically  reallocate your Income Base among the
Sub-Accounts  you  choose.  You can choose to have your  Income  Base  rebalance
quarterly,   semi-annually,   or  annually.   On  the  appropriate   date,  your
Sub-Accounts  are rebalanced to the allocation  percentages you request.  If you
request a transfer  from or into any  Sub-Account  that is part of the automatic
rebalancing  program,  we  will  ask if you  wish  to  change  your  rebalancing
percentages as well, and will automatically  adjust the rebalancing  percentages
in accordance with the transfer request unless we receive alternate instructions
from you.


ACCESS TO CASH VALUE

MAY I SURRENDER ALL OR PART OF MY ANNUITY?


Yes. As long as the Annuitant is alive, you may surrender all of the Annuity for
its Cash Value,  if any.  You also may  surrender  a portion of your  Annuity (a
minimum of $1,000 is  required)  as long as the  Annuitant is alive and the Cash
Value remaining after the partial surrender is at least $5,000.  The Cash Value,
if any, is always less than the Income Base. If you elect a partial surrender of
the Annuity we will apply the surrender  pro-rata among all  Sub-Accounts  where
you are invested.  Such partial  surrender will reduce  proportionately  all the
Annuity's Contract and Cash Values, but will not effect the Inheritance  Period.
This includes the Guaranteed Annuity Payment Amount if you selected the Optional
Guarantee Feature. We may request evidence satisfactory to us that the Annuitant
is  alive  and  other   information  to  process  the  surrender   request  (see
"Requirements for Surrender").


You may elect to return the Annuity during the Free-Look period.  For additional
information about surrendering during the Free-Look period,  please refer to the
section entitled "May I return the Annuity if I change my mind?"

WHAT IF MY  INHERITANCE  PERIOD  IS  ZERO,  MAY I STILL  MAKE A FULL OR  PARTIAL
SURRENDER?

No. If your Annuity has no Inheritance Period you may not make a full or partial
surrender because there is no Cash Value.

Requirements for a Full or Partial Surrender:  We must receive at our Office:
(a) a request in writing;
(b) the Annuity; and
(c) necessary representations in writing regarding tax withholding.

ANNUITY BENEFITS

What are the benefits of this annuity?

The Annuity  provides  Annuity  Payments  for the life of the  Annuitant,  and a
guarantee that Annuity Payments will be payable during any remaining Inheritance
Period as of the Inheritance  Date,  even though no Annuitant is living.  If you
choose the  Optional  Guarantee  Feature,  the Annuity  provides  an  additional
benefit:  a guarantee  that,  while the Annuitant is alive,  the Annuity Payment
Amount will not be less than the initial Guaranteed Annuity Payment Amount.

The following are key terms we use when describing the benefits of this Annuity:

Adjustment is a change to the  Annuity's  benefits that occurs if, on an Annuity
Payment Date, the Cash Value Trigger is exceeded.

Annuity Factors are factors we apply to determine the Schedule of Units. Annuity
Factors  reflect   assumptions   regarding  the  costs  we  expect  to  bear  in
guaranteeing  payments  for the lives of the  Annuitants  and will depend on the
Benchmark Rate, the Inheritance  Period, the Annuitant's  attained age and where
permitted by law, gender.  We may use different factors for different classes of
Annuities.

Benchmark  Rate is an assumed  rate of return  used in  determining  the Annuity
Factors and the Schedule of Units. The Benchmark Rate is currently 4% but we may
use a different rate for different classes of purchasers. The Benchmark Rate for
the Optional  Guarantee  Feature is currently 3% but we may use a different rate
for different  classes of  purchasers.  The  Benchmark  Rate is set forth in the
schedule page of your Annuity.

Cash Value Trigger is an amount we use to determine  whether an Adjustment  must
be made to your Annuity's values. The initial Cash Value Trigger is a percentage
of the Premium,  generally 85% of Premium, and always equal to the Cash Value of
your  Annuity on the Issue  Date.  We reserve the right to change the Cash Value
Trigger at any time.

Inheritance Date is the date we receive,  at our office,  due proof satisfactory
to us of the Annuitant's death and all other requirements that enable us to make
payments for the benefit of a Beneficiary.  If there are joint  Annuitants,  the
Inheritance Date refers to the death of the last surviving Annuitant.

Inheritance  Period,  as  discussed  in the  "Glossary  of Terms," is a variable
period  of  time  during  which  Annuity  Payments  are due  whether  or not the
Annuitant is still alive.  The  Inheritance  Period is  represented in months or
partial months.

Schedule  of Units is a  schedule  for each  Sub-Account  of how many  Units are
expected to fund your  Annuity's  benefits as of each Annuity  Payment Date. The
schedule  initially is assigned on the Issue Date and is based on the portion of
the Net Premium you allocate to a Sub-Account,  the Benchmark  Rate, and Annuity
Factors.  Subsequently,  the  Schedule  of  Units  is  adjusted  for  transfers,
Adjustments, or partial surrenders.

HOW DO WE CALCULATE YOUR ANNUITY PAYMENT?


This Annuity  attempts to cushion the Annuity  Payment Amount from the immediate
impact of Sub-Account  performance.  This means that positive market performance
will not always  increase  the  Annuity  Payment  Amount,  and  negative  market
performance  will not always decrease the Annuity Payment Amount.  We accomplish
this  cushion  through a  "stabilization"  process.  The  stabilization  process
adjusts the length of the Inheritance Period while generally maintaining a level
Annuity Payment Amount. When values under the Annuity exceed a trigger,  then an
Adjustment is made to increase the Annuity  Payment Amount and decrease the Cash
Value and the Inheritance  Period.  Adjustments do not change the Income Base of
the Annuity.  If the Inheritance  Period reaches zero and the Annuitant is still
alive,  Annuity  Payments will  continue.  The Annuity  Payment Amount will vary
depending on Sub-account performance.


Initial Annuity Payment

The initial Annuity Payment Amount is calculated  based on the Schedule of Units
multiplied  by the Unit Values on the Issue Date of the  Annuity.  We  calculate
this value when we issue the Annuity and this is the amount payable on the first
Annuity Payment Date.

Subsequent Annuity Payments

The amount of Subsequent  Annuity  Payments are determined one month in advance.
On the Annuity Payment Date, based on your current allocations, we calculate the
Inheritance  Period and the Cash Value.  We calculate  these  initial  values as
follows:

|X|  The  Inheritance  Period is first reduced by one month (because one monthly
     period  has  passed)  and  then  increased  or  decreased  to  reflect  the
     difference between the value of the Units to be redeemed to fund the stable
     Annuity Payment Amount and the value of the Units in the Schedule of Units.
     Generally,  if Sub-Account performance exceeds the Benchmark Rate, then the
     Inheritance  Period will decrease less than one month, while if Sub-Account
     performance is less than the Benchmark  Rate, the  Inheritance  Period will
     decrease  more  than  one  month.   Monthly  Annuity  Payment  Amounts  are
     stabilized  while the  Inheritance  Period absorbs the immediate  impact of
     market volatility.

|X|  The Cash Value is determined  based on the new  Inheritance  Period and the
     current Unit Values.

The next  Annuity  Payment  Amount on each  Annuity  Payment Date will depend on
whether the Inheritance  Period is greater than or equal to zero and whether the
Cash Value Trigger has been exceeded.

         INHERITANCE PERIOD GREATER THAN ZERO

         Cash Value Trigger not exceeded

         If the Cash Value  Trigger has not been exceeded then we do not make an
         Adjustment.  The  next  Annuity  Payment  Amount  is  equal to the then
         current  Annuity Payment  Amount.  The Inheritance  Period and the Cash
         Value initially  calculated  above are established.  The  stabilization
         process maintains a level Annuity Payment Amount.

         Cash Value Trigger exceeded


         If the Cash Value Trigger has been exceeded then we make an Adjustment.
         The Cash Value of the Annuity is adjusted to be equal to the Cash Value
         Trigger and the Inheritance Period is decreased.  The Schedule of Units
         is revised to reflect a higher Annuity Payment Amount to be paid on the
         next Annuity Payment Date. Adjustments do not change the Income Base of
         the  Annuity.  The  revised  Annuity  Payment  Amount  becomes  the new
         stabilized   payment  amount  until  there  is  an  Adjustment  or  the
         Inheritance Period becomes equal to zero.


         INHERITANCE PERIOD EQUAL TO ZERO

         If the  Inheritance  Period is equal to zero, the Annuity does not have
         any Cash Value.  Annuity  Payments will continue until the  Inheritance
         Date;  however,  the Annuity  Payment Amount may fluctuate each Annuity
         Payment  Date with changes in Unit  Values.  The next  Annuity  Payment
         Amount is established equal to the number of Units scheduled to be paid
         under the Schedule of Units multiplied by the current Unit Values.

--------------------------------------------------------------------------------
         If you have  selected  the  Optional  Guarantee  Feature,  the  Annuity
         Payment  Amount  will not be less than the initial  Guaranteed  Annuity
         Payment Amount.

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

CAN I CHANGE THE CASH VALUE TRIGGER?

Unless you have selected the Optional Guarantee Feature, you can adjust the Cash
Value  Trigger to 25%,  50%, or 75% of the  original  Cash Value  Trigger on any
Annuity Payment Date.

Reducing  the Cash Value  Trigger  increases  the  likelihood  that your Annuity
Payment Amount will increase.  However, reducing the Cash Value Trigger may also
result in using more Units to generate the larger monthly payment. This can also
decrease  the  Inheritance  Period more  rapidly to support  the higher  Annuity
Payment Amount during periods of poor market  performance,  which may effect the
stability of future Annuity  Payments.  Any Adjustment to the Cash Value Trigger
is permanent  although you may continue to decrease the trigger in the future to
25% of the  original  Cash Value  Trigger.  If you have  selected  the  Optional
Guarantee  Feature,  the Cash Value Trigger is set as of the Issue Date, and may
NOT be changed.


<PAGE>


CAN YOU ILLUSTRATE HOW ANNUITY PAYMENTS ARE MADE?

Shown below are examples of this Annuity,  as a non-qualified  annuity,  without
the Optional Guarantee Feature or Credits under different  hypothetical interest
rate scenarios for a randomly chosen male and female aged 65 with a 4% Benchmark
Rate, and a $50,000 Premium amount.  We have deducted all fees and charges under
this  Annuity in these  examples.  These  values are  illustrative  only and are
hypothetical.
<TABLE>
<CAPTION>

      ---------------------------------------------------------------------------------------------------------------------
                                                            Male Age 65, 4% Benchmark Rate,
                                                                    $50,000 Premium


                             ----------------------------------------------------------------------------------------------
                                            Beginning Year 1                               Beginning Year 5
                             ----------------------------------------------------------------------------------------------

       Hypothetical Rate of    Annuity   Inheritance Income     Cash Value    Annuity   Inheritance Income Base Cash Value
              Return           Payment     Period       Base                  Payment     Period
                               Amount     (months)                            Amount     (months)
<S>             <C>             <C>           <C>      <C>         <C>         <C>           <C>       <C>        <C>
                0%              $ 278.96      211.32   $ 50,000    $ 42,500    $ 278.96      132.90    $ 34,857   $ 24,404
                4%                278.96      211.32     50,000      42,500      278.96      156.83      41,916     32,503
                6%                278.96      211.32     50,000      42,500      278.96      166.53      45,789     36,713
                8%                278.96      211.32     50,000      42,500      278.96      175.13      49,903     41,083
               10%                278.96      211.32     50,000      42,500      299.05      161.47      53,912     42,500
               12%                278.96      211.32     50,000      42,500      322.34      142.75      57,988     42,500

</TABLE>

<TABLE>
<CAPTION>

      ---------------------------------------------------------------------------------------------------------------------
       Hypothetical Rate of                Beginning Year 10                              Beginning Year 20
              Return


                             ----------------------------------------------------------------------------------------------
                               Annuity   Inheritance Income     Cash Value    Annuity   Inheritance Income Base Cash Value
                               Payment     Period       Base                  Payment     Period
                               Amount     (months)                            Amount     (months)


<S>             <C>             <C>             <C>    <C>           <C>       <C>             <C>      <C>         <C>
                0%              $ 175.01        0.00   $ 21,173         $ 0    $ 104.26        0.00     $ 8,332        $ 0
                4%                278.96       65.92     31,224      14,753      219.83        0.00      17,567          0
                6%                278.96      118.14     39,816      28,948      278.96       44.25      26,839     12,990
                8%                278.96      152.19     50,118      41,912      322.81      108.15      49,512     42,500
               10%                355.11      115.47     59,303      42,500      555.16       61.30      68,412     42,500
               12%                421.98       89.98     70,418      42,500      888.48       37.19     101,564     42,500
      ---------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
      ---------------------------------------------------------------------------------------------------------------------
                                                           Female Age 65, 4% Benchmark Rate,
                                                                    $50,000 Premium


                             ----------------------------------------------------------------------------------------------
                                            Beginning Year 1                               Beginning Year 5
                             ----------------------------------------------------------------------------------------------
       Hypothetical Rate of    Annuity   Inheritance Income     Cash Value    Annuity   Inheritance Income Base Cash Value
              Return           Payment     Period       Base                  Payment     Period
                               Amount     (months)                            Amount     (months)
<S>             <C>             <C>           <C>      <C>         <C>         <C>           <C>       <C>        <C>
                0%              $ 258.24      236.78   $ 50,000    $ 42,500    $ 258.24      144.79    $ 35,656   $ 24,173
                4%                258.24      236.78     50,000      42,500      258.24      179.86      42,775     33,347
                6%                258.24      236.78     50,000      42,500      258.24      193.11      46,680     37,896
                8%                258.24      236.78     50,000      42,500      258.54      204.14      50,826     42,500
               10%                258.24      236.78     50,000      42,500      279.62      178.24      54,810     42,500
               12%                258.24      236.78     50,000      42,500      296.48      158.15      59,069     42,500


</TABLE>
<TABLE>
<CAPTION>
      ---------------------------------------------------------------------------------------------------------------------
       Hypothetical Rate of                Beginning Year 10                              Beginning Year 20
              Return

                             ----------------------------------------------------------------------------------------------
                               Annuity   Inheritance Income     Cash Value    Annuity   Inheritance Income Base Cash Value
                               Payment     Period       Base                  Payment     Period
                               Amount     (months)                            Amount     (months)

<S>             <C>             <C>             <C>    <C>           <C>        <C>            <C>      <C>         <C>
                0%              $ 162.01        0.00   $ 22,625         $ 0     $ 96.51        0.00     $ 8,891        $ 0
                4%                258.24       76.04     32,961      15,506      203.50        0.00      18,747          0
                6%                258.24      147.89     41,792      32,064      258.24       74.90      29,798     19,391
                8%                278.90      166.58     51,796      42,500      327.20      114.71      50,840     42,500
               10%                335.80      125.86     61,417      42,500      544.61       65.36      72,073     42,500
               12%                390.12       98.61     73,317      42,500      841.11       40.11     107,597     42,500
      ---------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


Below are examples of this Annuity, as a non-qualified  annuity without Credits,
with the Optional Guarantee Feature under different  hypothetical  interest rate
scenarios  for a randomly  chosen  male and female  aged 65 with a 3%  Benchmark
Rate, and a $50,000  Premium  amount.  As in the above examples we have deducted
all fees and charges under this Annuity.  These values are illustrative only and
are hypothetical.
<TABLE>
<CAPTION>

      ---------------------------------------------------------------------------------------------------------------------
                                                            Male Age 65, 3% Benchmark Rate,
                                                                    $50,000 Premium


                             ----------------------------------------------------------------------------------------------
                                            Beginning Year 1                               Beginning Year 5
                             ----------------------------------------------------------------------------------------------
       Hypothetical Rate of    Annuity   Inheritance Income     Cash Value    Annuity   Inheritance Income Base Cash Value
              Return           Payment     Period       Base                  Payment     Period
                               Amount     (months)                            Amount     (months)
<S>             <C>             <C>           <C>      <C>         <C>         <C>           <C>       <C>        <C>
                0%              $ 249.37      221.37   $ 50,000    $ 42,500    $ 249.37      148.67    $ 34,550   $ 25,151
                4%                249.37      221.37     50,000      42,500      249.37      167.89      41,435     32,509
                6%                249.37      221.37     50,000      42,500      249.37      175.80      45,210     36,410
                8%                249.37      221.37     50,000      42,500      249.37      182.87      49,219     40,492
               10%                249.37      221.37     50,000      42,500      264.57      173.21      53,211     42,500
               12%                249.37      221.37     50,000      42,500      287.28      153.60      57,176     42,500


      ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
       Hypothetical Rate of                Beginning Year 10                              Beginning Year 20
              Return


                             ----------------------------------------------------------------------------------------------
                               Annuity   Inheritance Income     Cash Value    Annuity   Inheritance Income Base Cash Value
                               Payment     Period       Base                  Payment     Period
                               Amount     (months)                            Amount     (months)


<S>             <C>             <C>           <C>      <C>           <C>       <C>           <C>        <C>        <C>
                0%              $ 249.37        0.00   $ 20,319         $ 0    $ 249.37        0.00     $ 7,773        $ 0
                4%                249.37       82.08     30,483      16,461      249.37        0.00      16,400          0
                6%                249.37      124.93     38,634      28,285      249.37       44.13      25,015     11,687
                8%                249.37      154.02     48,349      39,902      249.37      121.50      47,150     41,888
               10%                309.45      126.69     57,540      42,500      469.02       69.38      64,353     42,500
               12%                370.41       99.14     68,044      42,500      757.89       42.21      94,439     42,500
      ---------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>

      ---------------------------------------------------------------------------------------------------------------------
                                                           Female Age 65, 3% Benchmark Rate,
                                                                    $50,000 Premium


                             ----------------------------------------------------------------------------------------------
                                            Beginning Year 1                               Beginning Year 5
                             ----------------------------------------------------------------------------------------------
       Hypothetical Rate of    Annuity   Inheritance Income     Cash Value    Annuity   Inheritance Income Base Cash Value
              Return           Payment     Period       Base                  Payment     Period
                               Amount     (months)                            Amount     (months)
<S>             <C>             <C>           <C>      <C>         <C>         <C>           <C>       <C>        <C>
                0%              $ 228.98      248.47   $ 50,000    $ 42,500    $ 228.98      166.84    $ 35,323   $ 25,380
                4%                228.98      248.47     50,000      42,500      228.98      193.27      42,265     33,383
                6%                228.98      248.47     50,000      42,500      228.98      203.62      46,069     37,519
                8%                228.98      248.47     50,000      42,500      228.98      212.65      50,108     41,803
               10%                228.98      248.47     50,000      42,500      246.35      191.81      54,055     42,500
               12%                228.98      248.47     50,000      42,500      262.61      170.89      58,198     42,500

</TABLE>
<TABLE>
<CAPTION>

      ---------------------------------------------------------------------------------------------------------------------
       Hypothetical Rate of                Beginning Year 10                              Beginning Year 20
              Return


                             ----------------------------------------------------------------------------------------------
                               Annuity   Inheritance Income     Cash Value    Annuity   Inheritance Income Base Cash Value
                               Payment     Period       Base                  Payment     Period
                               Amount     (months)                            Amount     (months)


<S>             <C>             <C>           <C>      <C>           <C>       <C>           <C>        <C>        <C>
                0%              $ 228.98        0.00   $ 21,726         $ 0    $ 228.98        0.00     $ 8,275        $ 0
                4%                228.98       99.00     32,143      17,870      228.98        0.00      17,460          0
                6%                228.98      154.84     40,498      31,093      228.98       74.08      27,657     17,376
                8%                236.22      183.14     50,351      42,500      267.55      130.23      48,732     42,500
               10%                291.75      138.73     59,441      42,500      459.19       74.40      67,427     42,500
               12%                340.24      109.31     70,699      42,500      713.90       45.82      99,672     42,500
      ---------------------------------------------------------------------------------------------------------------------
</TABLE>



WHEN ARE ANNUITY PAYMENTS MADE?

Each Annuity Payment is payable monthly on the Annuity Payment Date. The initial
Annuity Payment will be on a date of your choice of the 1st through the 28th day
of the  calendar  month  following  the 30th day after  the  Issue  Date of this
Annuity. The Annuity Payment Date may not be changed after the Issue Date.

MAY I CONVERT ANNUITY PAYMENTS TO FIXED PAYMENTS?


Yes. You may convert to fixed Annuity Payments but only after two (2) years from
the Annuity's Issue Date. Before any Annuity Payment Date after this period, you
may make an irrevocable  election to convert to fixed Annuity  Payments.  If you
elect fixed  payments,  on each  Annuity  Payment  Date you will receive a fixed
amount  that  will not vary  with  investment  performance.  The  value of these
payments  depends on the  Income  Base at the time of the  conversion,  the then
current Inheritance  Period, the Annuitant's age, gender (where permitted),  and
an assumed  interest rate of not less than 3% per year. The  subsequent  Annuity
Payment Amount may be greater than,  equal to, or less than the current  Annuity
Payment  Amount.  The  Inheritance  Period  on  conversion  will  be  fixed  and
subsequently  reduced by one month each month.  However,  after you have elected
this option under this Annuity you will not be permitted to make full or partial
surrenders.


WHO RECEIVES THE ANNUITY PAYMENT?

We make Annuity  Payments to the Annuitant.  Subject to our rules, we may accept
your instructions to forward Annuity Payments to an alternate payee.

WHAT HAPPENS WHEN THE ANNUITANT DIES?

As of the Inheritance  Date, if an Inheritance  Period exists and was never zero
at any  time  between  the  death  of  the  last  surviving  Annuitant  and  the
Inheritance  Date,  we will make  Annuity  Payments to the  Beneficiary  for the
remainder of the Inheritance  Period. As an alternative,  a lump sum can be paid
to the  Beneficiary.  There is no guarantee  that there will be any  Inheritance
Period  after the date of death,  which means there may be no amount due for the
Beneficiary.  If there is no Inheritance  Period as of the Inheritance Date, the
Annuity terminates.

If the Annuity is used in  connection  with a tax qualified  retirement  plan or
qualified contract (including individual retirement annuities),  the beneficiary
may only be  entitled  to a lump sum  distribution  after  the death of the last
surviving Annuitant or the period over which Annuity Payments can be paid may be
shortened.

WHAT HAPPENS WHEN THE OWNER DIES?

If any Owner dies before the  Annuity  Date,  the Annuity  will end and the Cash
Value will be payable to the  Beneficiary(s)  after we have  received all of our
requirements to make settlement.

WHEN DO ANNUITY PAYMENTS FOR A BENEFICIARY START?

If Annuity Payments are to be paid to a Beneficiary, Annuity Payments will begin
as of the next  Annuity  Payment  Date,  or the Cash Value can then be paid.  No
amounts  are  payable  to a  Beneficiary  until the death of the last  surviving
Annuitant.  Evidence  satisfactory  to us of the death of all Annuitants must be
provided before any amount becomes payable to a Beneficiary.

IF ANNUITY PAYMENTS ARE TO BE PAID TO A BENEFICIARY, WHAT DETERMINES THE ANNUITY
PAYMENT  EACH  MONTH  AND HOW LONG  WILL  THE  ANNUITY  PAYMENTS  BE PAID TO THE
BENEFICIARY?

We make  Annuity  Payments  to the  Beneficiary.  Each month we pay the  current
number of Units scheduled to be paid  multiplied by the current Unit Value.  The
number of Units are determined as of the Inheritance Date and can only change as
a  result  of a  transfer.  As of  the  Inheritance  Date,  the  length  of  the
Inheritance Period no longer depends on investment performance. At that point it
is fixed and  subsequently  decreases  by one each month.  Once the  Inheritance
Period ends, the Annuity terminates.

If there is an  Inheritance  Period  remaining as of the  Inheritance  Date, the
Beneficiary may elect to receive the Cash Value instead of Annuity  Payments if,
before  the  Inheritance  Date,  you did not  elect,  in  writing,  to  prohibit
commutation  and all  Beneficiaries  agree in writing to such  commutation.  All
requirements  that would  otherwise apply for Annuity  Payments  payable for the
benefit  of  the  Beneficiary  will  apply  before  we pay a  Cash  Value  as an
alternative.

WHAT DOCUMENTATION IS REQUIRED TO RECEIVE ANNUITY PAYMENTS?

Requirements  for Annuity Payments While the Annuitant is Alive: We must receive
at our office necessary representations in writing regarding tax withholding. We
also require, from time-to-time, evidence in writing satisfactory to us that the
Annuitant  is alive.  We may  withhold  Annuity  Payments  until we receive  our
requirements or until we receive in writing due proof  satisfactory to us of the
Annuitant's  death.  Such  withheld  Annuity  Payments will be maintained in our
general  account.  We will credit  interest of at least 3% per year,  compounded
yearly,  on each withheld  Annuity  Payment  unless  otherwise  required by law.
Should we  subsequently  receive the  applicable  requirements,  we will pay the
withheld  Annuity  Payments  plus any  interest  credited  in a lump sum for the
benefit of the applicable payee (see "Payments and Payees").

Requirements for Annuity Payments Payable to the Beneficiary: We must receive at
our Office:


(a)  due proof satisfactory to us in writing of the death of all Annuitants and,
     if applicable, no Owner died before the Annuity Date;
(b)  the Annuity; and
(c)  all representations,  in writing,  that we require or which are mandated by
     applicable  law  or  regulation  in  relation  to  making   payments  to  a
     Beneficiary, including any required in relation to tax withholding.

Once Annuity  Payments begin to be paid to a Beneficiary,  we may require,  from
time-to-time,  evidence in writing  satisfactory to us that a natural person who
is a Beneficiary  is alive.  We may withhold  Annuity  Payments until we receive
such  requirements,  or until we receive in writing due proof satisfactory to us
of such  Beneficiary's  death.  We will credit interest of at least 3% per year,
compounded yearly, on each withheld Annuity Payment unless otherwise required by
law. Should we subsequently  receive our requirements,  we will pay the withheld
Annuity Payments plus any interest credited in a lump sum for the benefit of the
applicable payee (see "Payments and Payees").

PAYMENTS AND PAYEES

The payees of an Annuity Payment, Cash Value, or a partial or full surrender may
provide  us  with  an  account  at a  financial  institution  to  which  we  may
electronically  forward  such  payments.  Subject  to our  rules,  we may,  as a
convenience,  forward a payment for an Annuitant,  Owner,  or Beneficiary  (or a
person selected to receive remaining  Annuity Payments after such  Beneficiary's
death) to an account for the benefit of an alternate  person or entity.  We must
receive the request to forward  payments to such  alternate  person or entity in
writing from the person or entity that then has ownership rights.

We pay Annuity  Payments to the Annuitant  first  designated on any  application
unless you instruct us to forward Annuity Payments to any other named Annuitant.
We forward any partial or full  surrender  to the Owner  unless you  instruct us
otherwise.

Before  the  Inheritance  Date,  we may  split  Annuity  Payments  among all the
recipients  if requested by the Owner in writing.  We reserve the right to limit
the  number of  payees.  If a split  payment  has been  selected  and one of any
several  joint payees die but other joint payees  survive;  and we receive proof
satisfactory to us of such death, any subsequent  Annuity Payments will be split
pro rata among accounts for the surviving  payees.  Such split Annuity  Payments
can be terminated  by the Owner by forwarding a request to us in writing  before
the Inheritance Date.

Any amounts due on or after the  Inheritance  Date will be split among any named
Beneficiaries in accordance with the Beneficiary designation. However, currently
we will not accept an  instruction to pay part as a lump sum and part as Annuity
Payments.  We will pay the lump sum and our  liability  under the  Annuity  will
terminate  if no election is received in writing by us at our Office  before the
Inheritance  Date or if,  as of the  Inheritance  Date,  multiple  Beneficiaries
cannot agree as to whether  amounts are to be received as Annuity  Payments or a
lump sum (assuming some amount is owed).

TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?

Following is a brief summary of some of the federal tax considerations  relating
to this  Annuity.  Since  the tax  laws are  complex  and tax  consequences  are
affected by your individual circumstances, this summary of our interpretation of
the relevant tax laws is not comprehensive nor is it tax advice. You may wish to
consult a professional tax advisor for tax advice.

TAXATION OF AMERICAN SKANDIA AND THE SEPARATE ACCOUNT?

The Separate  Account is taxed as part of American  Skandia  which is taxed as a
life insurance company under Subchapter L of the Code. Accordingly, the Separate
Account  is not  separately  taxed as a  "regulated  investment  company"  under
Subchapter M of the Code.  Investment  income and any realized  capital gains on
the assets of the Separate  Account are reinvested and are taken into account in
determining  the value of the Units.  As a result,  such  investment  income and
realized capital gains are  automatically  applied to increase reserve under the
Annuity.

Currently no taxes are due on interest,  dividends  and  short-term or long-term
capital gains earned by the Separate Account with respect to the Annuity.

HOW ARE IMMEDIATE ANNUITIES TREATED UNDER THE TAX CODE?

Section 72 of the Code governs the taxation of annuities in general. Taxation of
an immediate annuity is largely dependent upon whether it is used in a qualified
pension or profit  sharing  plan or other  retirement  arrangement  eligible for
special treatment under the Code.

Pursuant  to Section  72(s) of the Code,  an annuity  must  provide  for certain
required  distributions  after  the  date of death of any  Owner.  In  addition,
pursuant to Section 72(u) an annuity will be considered an immediate  annuity if
it is purchased with a single premium, Annuity Payments commence within one year
from the date of the  purchase,  and the Annuity  provides for a series of equal
payments no less frequently than annually during the Inheritance  Period.  Based
on our  understanding  of tax law,  we  believe  that the  Annuity  meets  these
requirements and would be considered an immediate annuity for the federal income
tax purposes except as otherwise noted below under "Special  concerns  regarding
immediate annuities".

HOW ARE ANNUITY PAYMENTS TAXED?

Distributions  from an annuity are taxed as  ordinary  income and not as capital
gains.  Generally, a portion of each Annuity Payment is taxable as determined by
an IRS  formula  that  establishes  the ratio  between  the  "investment  in the
contract" and the total value of Annuity Payments to be made. This is called the
"exclusion ratio."

"Investment in the contract" is equal to the total Premium paid for the contract
minus any  previous  distributions  (or  portions  of  distributions)  from such
contract that were not includible in gross income.  "Investment in the contract"
may be  affected  by  whether  an annuity  was  purchased  as part of a tax-free
exchange of life insurance,  endowment,  or annuity contracts under Section 1035
of the Code.

The portion of each Annuity Payment that represents "investment in the contract"
is excluded from gross income.  When Annuity Payments cease because of the death
of the person upon whose life  payments  are based and, as of the date of death,
the portion of Annuity  Payments  excluded from taxable  income  pursuant to the
exclusion  ratio does not  exceed the  "investment  in the  contract,"  then the
remaining  portion of  unrecovered  investment  is allowed as a deduction on the
decedent's final income tax return in the tax year of such death.

HOW ARE DISTRIBUTIONS OTHER THAN ANNUITY PAYMENTS TAXED?

The  portion of  distributions  considered  to be  "amounts  not  received as an
annuity,"  such  as a  full  surrender  or a  lump  sum  alternative  after  the
Annuitant's  death,  in excess of any  remaining  investment  in the contract is
treated as "income on the contract" and  includible in gross income.  The amount
of the distribution  exceeding "income on the contract" is not included in gross
income. "Income on the contract" for an annuity would be computed by subtracting
from the  value of the  taxpayer's  "investment  in the  contract"  (which is an
amount equal to total payments for the contract less any previous  distributions
or  portions   thereof  from  such  contract  not  included  in  gross  income).
"Investment in the contract" may be affected by whether an annuity was purchased
as part of a tax-free  exchange of life  insurance  or annuity  contracts  under
Section 1035 of the Code.  We believe  there is some  uncertainty  regarding the
manner in which the IRS would apply the Code and the  regulations  thereunder to
partial surrenders.  For reporting purposes, we will treat partial surrenders as
generally coming first from any "income on the contract".

We believe that  "investment  on the contract" does not include the Premium paid
for "related contracts" under this Annuity. "Related contracts" mean all annuity
contracts or certificates (other than certain contracts owned in connection with
a tax-qualified retirement arrangement) for which the taxpayer is the beneficial
owner and which are issued by the same insurer  within the same  calendar  year,
irrespective  of the named  annuitants.  "Related  contracts" are treated as one
annuity  contract  when   determining  the  taxation  of  distributions   before
annuitization.  While it is clear that  "related  contracts"  include  contracts
prior to when annuity payments begin,  there is some  uncertainty  regarding the
manner in which the Internal Revenue Service would view "related contracts" when
one or more  contracts are immediate  annuities or are contracts  that have been
annuitized. We do not believe "related contracts" include immediate annuities or
annuities for which annuity payments have begun. If "related  contracts" include
immediate  annuities or annuities  for which annuity  payments have begun,  then
"related contracts" would have to be taken into consideration in determining the
taxable  portion of each  annuity  payment (as  outlined in the "How Are Annuity
Payments Taxed?" subsection above) as well as in determining the taxable portion
of  distributions  from an annuity or any  "related  contracts"  before  annuity
payments  have begun.  The  Internal  Revenue  Service  has not issued  guidance
clarifying  this issue as of the date of this  Prospectus.  We cannot  guarantee
that  immediate  annuities or annuities  for which  annuity  payments have begun
could not be deemed to be "related contracts". You are particularly cautioned to
seek advice from your own tax advisor on this matter.

Special concerns regarding immediate annuities: The Internal Revenue Service has
ruled that the 10% penalty  applicable to  "non-qualified"  immediate  annuities
will  apply to annuity  payments  under a contract  recognized  as an  immediate
annuity under state insurance law but not under Section 72 (u) of the Code in an
exchange  situation  where the Premium for the  exchanged  contract was paid, or
deemed to have been paid,  more than one year prior to the first annuity payment
payable  under  the  immediate  annuity;  and the  annuity  payments  under  the
immediate annuity do not meet the requirements of any other exception to the 10%
penalty.

We believe Annuity Payments are not subject to the 10% penalty because they meet
the  substantially  equal payment  exception  under  Section 72(q)  (relating to
non-qualified contracts) or 72(t) (relating to tax qualified retirement plans or
qualified contracts including individual retirement  annuities).  If these types
of  programs  provided  by us and other  insurance  companies  are deemed by the
Internal  Revenue Code not to meet the  substantially  equal  periodic  payments
exception in Section  72(q) or Section 72(t) of the Code and you do not meet any
of the other  exceptions  under the Code,  you may be subject to the 10% penalty
described above.

Distributions, other than Annuity Payments, from the Annuity may be subject to a
penalty  equal to 10% of the amount  includible  in gross income plus  interest,
unless an exception applies.

Special rules in relation to tax-free exchanges under Section 1035: Section 1035
of the Code permits certain tax-free  exchanges of a life insurance,  annuity or
endowment  contract  for an  annuity.  If the  Annuity  is  purchased  through a
tax-free  exchange of a life insurance,  annuity or endowment  contract that was
purchased prior to August 14, 1982, then any distributions other than as annuity
payments will be considered to come:

|X|  First,  from the amount of any remaining  "investment in the contract" made
     prior to August 14, 1982 and exchanged into the annuity;
|X|  Then, from any "income on the contract" that is attributable to the Premium
     payments made prior to August 14, 1982  (including  income on such original
     Premium after the exchange);
|X|  Then, from any remaining "income on the contract"; and
|X|  Lastly, from the remaining "investment in the contract."

Therefore, to the extent a distribution is equal to or less than the "investment
in the contract" made prior to August 14, 1982, such amounts are not included in
taxable  income.  Further,  distributions  received that are  considered to be a
return of investment on the contract from Premium made prior to August 14, 1982,
such  distributions  are  not  subject  to the  10% tax  penalty.  In all  other
respects,  the  general  provisions  of the  Code  apply to  distributions  from
annuities obtained as part of such an exchange.

On November 22, 1999, the Internal Revenue Service issued an acquiescence in the
decision of the United States Tax Court in Conway v.  Commissioner (111 T.C. 350
(1998)) that a taxpayer's  partial  surrender of an annuity  contract and direct
transfer of the  resulting  proceeds for the purchase of a new annuity  contract
qualifies as a non-taxable  exchange under Section 1035 of the Internal  Revenue
Code.  "Acquiescence"  means that the IRS  accepts the holding of the Court in a
case and  that  the IRS  will  follow  it in  disposing  of cases  with the same
controlling facts.  Prior to the Conway decision,  industry practice has been to
treat a partial surrender of account value as fully taxable to the extent of any
gain in the contract for tax  reporting  purposes and to "step-up"  the basis in
the  contract  accordingly.  However  with the IRS'  acquiescence  in the Conway
decision,  partial  surrenders  may be treated in the same way as tax-free  1035
exchanges of entire contracts,  therefore avoiding current taxation of any gains
in the  contract  as  well  as  the  10%  IRS  tax  penalty  on  pre-age  59 1/2
withdrawals.  The IRS  reserved  the right to treat  transactions  it  considers
abusive as ineligible for this favorable partial 1035 exchange treatment.  We do
not know what  transactions may be considered  abusive.  For example,  we do not
know how the IRS may view early  withdrawals or  annuitizations  after a partial
exchange.  In addition,  it is unclear how the IRS will treat a partial exchange
from a life insurance, endowment, or annuity contract into an immediate annuity.
As of the date of this Prospectus,  we continue to report partial  surrenders of
non-qualified  annuities  as subject to  current  taxation  to the extent of any
gain. However, we may change our reporting  procedures to treat certain of these
transactions as partial 1035 exchanges. Should we do so, we reserve the right to
report transactions that may have been designed to receive partial 1035 exchange
treatment  as  partial  surrenders  subject  to  current  taxation  if we,  as a
reporting  and  withholding  agent,  believe that we would be expected to deem a
transaction to be abusive.

It also is unclear whether the IRS will extend the application of the holding in
the Conway  decision to  transactions  involving  life  insurance  or  endowment
contracts.  You are  particularly  cautioned  to seek  advice  from your own tax
advisor on this matter.


<PAGE>


ARE THERE TAX  CONSIDERATIONS  FOR  TAX-QUALIFIED  RETIREMENT PLANS OR QUALIFIED
CONTRACTS?

There are various types of  tax-qualified  retirement plans and qualified assets
for which the Annuity may be suitable.  Generally, this Annuity may be useful to
meet  income  obligations  under  such  plans and  arrangements,  or for  taking
distributions,  because of the benefits  provided by the Annuity and because the
Annuity is a single premium product. Therefore, in many cases, using the Annuity
in conjunction  with a qualified  plan or arrangement  may require a transfer or
"roll over" from an existing  qualified plan or arrangement.  Before  purchasing
the Annuity  for use with a qualified  plan or  arrangement,  you should  obtain
competent  tax advice about the tax  treatment  and the  suitability  of such an
investment.  American  Skandia does not offer the Annuity in connection with all
types of tax-qualified retirement plans and arrangements.

Corporate  Pension  and  Profit-sharing  Plans:  The Annuity may be used to fund
employee  benefits  of  various  corporate  pension  and  profit-sharing   plans
established by corporate employers under Sections 401(a) and 401(k) of the Code.
Contributions to such plans are not taxable to the employee until  distributions
are made from the retirement plan.

H.R. 10 Plans: The Annuity may also be used to fund benefits of retirement plans
established by  self-employed  individuals  for themselves and their  employees.
These are commonly known as "H.R. 10 Plans" or "Keogh Plans".

Tax  Sheltered  Annuities:  Under  Section  403(b)  of the Code a tax  sheltered
annuity  ("TSA") is a contract into which  contributions  may be made by certain
qualifying employers such as public schools and certain charitable,  educational
and scientific  organizations  specified in Section 501(c)(3) for the benefit of
their  employees.  Such  contributions  are not  taxable to the  employee  until
distributions are made from the TSA. We do not permit loans from a TSA.

Section 457 Plans:  Under Section 457 of the Code,  deferred  compensation plans
established  by  governmental  and certain other tax exempt  employers for their
employees may invest in annuity  contracts.  The Code limits  contributions  and
distributions, and imposes eligibility requirements as well.

Individual Retirement Programs or "IRA": Section 408 of the Code allows eligible
individuals  to maintain an IRA. The Annuity may be used to receive  "roll-over"
distributions  from certain  tax-qualified  retirement  plans and maintain their
tax-deferral.

Roth IRAs: A form of IRA is also available called a "Roth IRA". Contributions to
a Roth IRA are not tax deductible.

SEP  IRAs:  Eligible  employers  that  meet  specified  criteria  may  establish
Simplified Employee Pensions or SEP IRAs.

HOW ARE DISTRIBUTIONS FROM QUALIFIED CONTRACTS TAXED?

Distributions from qualified  annuities are subject to a penalty equal to 10% of
the amount includible in gross income,  unless an exception applies.  We believe
that the exception for  substantially  equal periodic  payments noted in Section
72(t)(2)(A)(iv)  of the Code applies to Annuity  Payments as noted above,  under
"Special  concerns  regarding  immediate  annuities."  We also  believe that the
penalty does not apply to any lump sum paid to a  Beneficiary  under a qualified
annuity.

Distributions,  other than  Annuity  Payments,  from a qualified  annuity may be
subject to a penalty equal to 10% of the amount  includible in gross income plus
interest, unless an exception applies.


If required by law or  regulation,  once each calendar  year, we will  determine
whether an amount in addition to your Annuity  Payment Amount is payable.  We do
this so that your Annuity may satisfy the required  minimum  distribution  rules
pursuant to Section  401(a)(9) of the Code.  If we determine  that an additional
amount is payable, the additional payment amount will be calculated based on the
Income  Base.  Units of the Income Base will be redeemed to fund the  additional
payment amount.


GENERAL TAX CONSIDERATIONS

Diversification:  Section  817(h) of the Code provides  that a variable  annuity
contract,  in  order  to  qualify  as  an  annuity,  must  have  an  "adequately
diversified" segregated asset account (including investments in a mutual fund by
the segregated  asset account of insurance  companies).  If the  diversification
requirements  under the Code are not met and the  annuity  is not  treated as an
annuity,  the  taxpayer  will be subject to income tax on the annual gain in the
contract.  We  believe  the  Portfolios  should  comply  with the terms of these
regulations.

Transfers Between  Sub-Accounts:  Transfers between Sub-Accounts are not subject
to taxation.  The Treasury  Department may promulgate  guidelines  under which a
variable  annuity  will not be treated as an annuity for tax purposes if persons
with ownership  rights have excessive  control over the  investments  underlying
such  variable  annuity.  It is  unclear  whether  such  guidelines,  if in fact
promulgated,  would have retroactive  effect. It is also unclear what effect, if
any, such  guidelines  may have on transfers  between the  Sub-Accounts  offered
pursuant to this Prospectus. We will take any action, including modifications to
your Annuity or the  Sub-Accounts,  required to comply with such  guidelines  if
promulgated.

Federal  Income Tax  Withholding:  Section 3405 of the Code provides for Federal
income tax  withholding on the portion of a distribution  which is includible in
the gross income of the recipient. Amounts to be withheld depend upon the nature
of the distribution. However, under most circumstances a recipient may elect not
to have income taxes  withheld or have income taxes withheld at a different rate
by filing a completed election form with us.

Certain distributions,  including rollovers,  from most Qualified Contracts, may
be subject to automatic 20% withholding for Federal income taxes.  This will not
apply to:

|X|  direct transfers to the trustee of another retirement plan;
|X|  distributions   from  an  individual   retirement   account  or  individual
     retirement annuity;
|X|  distributions made as substantially equal periodic payments for the life or
     life  expectancy of the  participant in the retirement  plan or the life or
     life expectancy of such  participant and his or her designated  beneficiary
     under such plan (all Annuity Payments before the Inheritance Date meet this
     exception); and
|X|  certain other distributions where automatic 20% withholding may not apply.

Estate and Gift Tax Considerations:  You should obtain competent tax advice with
respect to possible Federal and state estate and gift tax  consequences  flowing
from the ownership and transfer of annuities.

Generation-Skipping  Transfers: Under the Code certain taxes may be due when all
or part of an  annuity  is  transferred  to, or a death  benefit  is paid to, an
individual  two or more  generations  younger  than the contract  holder.  These
generation-skipping  transfers generally include those subject to federal estate
or gift tax rules. There is an aggregate $1 million exemption from taxes for all
such  transfers.  We may be required to  determine  whether a  transaction  is a
direct skip as defined in the Code and the amount of the resulting  tax. We will
deduct from your Annuity or from any applicable payment treated as a direct skip
any amount of tax we are required to pay.

GENERAL INFORMATION

HOW WILL I RECEIVE STATEMENTS AND REPORTS?


We send any statements  and reports  required by applicable law or regulation to
you at your last known address of record.  You should  therefore  give us prompt
notice of any address change.  We reserve the right, to the extent  permitted by
law and subject to your prior  consent,  to provide any  prospectus,  prospectus
supplements, confirmations, statements and reports required by applicable law or
regulation to you through our Internet Website at http://www.americanskandia.com
or any  other  electronic  means,  including  diskettes  or CD  ROMs.  We send a
confirmation  statement to you each time a transaction is made affecting  Income
Base,  transfers,  or  withdrawals.  We send monthly  statements  reflecting the
processing  done each Annuity  Payment Date except after any conversion to fixed
payments.  Before any conversion, we also send periodic statements detailing the
activity  affecting  your Annuity during the calendar  quarter.  You may request
additional  reports.  We  reserve  the  right to  charge up to $50 for each such
additional  report.  You  should  review  the  information  in these  statements
carefully.


All errors or  corrections  must be reported to us at our home office as soon as
possible to assure proper accounting to your Annuity.  For transactions that are
confirmed immediately, we assume all transactions are accurate unless you notify
us  otherwise  within 10 days from the date you  receive the  confirmation.  For
transactions that are only confirmed on the quarterly  statement,  we assume all
transactions  are accurate unless you notify us within 10 days from the date you
receive the quarterly statement.  All transactions  confirmed  immediately or by
quarterly statement are deemed conclusive after the applicable 10-day period. We
may also send an annual report and a semi-annual  report  containing  applicable
financial statements, as of December 31 and June 30, respectively, to Owners or,
with your prior consent,  make such documents available  electronically  through
our Internet Website or other electronic means.

WHO IS AMERICAN SKANDIA?

American Skandia Life Assurance Corporation ("American Skandia") is a stock life
insurance  company  domiciled in Connecticut  with licenses in all 50 states and
the District of  Columbia.  American  Skandia is a  wholly-owned  subsidiary  of
American Skandia,  Inc.  (formerly known as American Skandia  Investment Holding
Corporation), whose ultimate parent is Skandia Insurance Company Ltd., a Swedish
company.  American Skandia markets its products to broker-dealers  and financial
planners  through an internal  field  marketing  staff.  In  addition,  American
Skandia markets through and in conjunction with financial  institutions  such as
banks that are permitted directly, or through affiliates, to sell annuities.

American  Skandia is in the  business of issuing  variable  annuity and variable
life  insurance  contracts.  American  Skandia  currently  offers the  following
products:  (a) flexible  premium  deferred  annuities  and single  premium fixed
deferred  annuities  that are  registered  with the SEC; (b) certain other fixed
deferred  annuities  that are not  registered  with the SEC;  (c) certain  group
variable  annuities that are exempt from registration with the SEC that serve as
funding  vehicles  for various  types of  qualified  pension and profit  sharing
plans;  (d) a single premium  variable life insurance  policy that is registered
with the SEC; (e) flexible  premium life  insurance  policies that is registered
with the SEC; and (f) both fixed and variable immediate adjustable annuities.

WHAT ARE SEPARATE ACCOUNTS?

The assets  supporting our obligations  under the Annuities are held in separate
accounts  established  under  the laws of the State of  Connecticut.  We are the
legal owner of assets in the separate accounts.  Assets supporting fixed annuity
payments after a conversion are held in our general account.  Income,  gains and
losses from assets  allocated  to these  separate  accounts  are  credited to or
charged against each such separate account without regard to other income, gains
or losses of American  Skandia or of any other of our separate  accounts.  These
assets  may only be  charged  with  liabilities  which  arise  from the  annuity
contracts issued by American Skandia Life Assurance  Corporation.  The amount of
our obligation in relation to allocations  to the  Sub-Accounts  is based on the
investment performance of such Sub-Accounts. However, the obligations themselves
are our general corporate obligations.

Separate Account B

The  assets  supporting   obligations  based  on  allocations  to  the  variable
investment  options  are  held in  either  Class 7 or  Class 8  Sub-Accounts  of
American Skandia Life Assurance Corporation Variable Account B, also referred to
as "Separate  Account B". Separate Account B consists of multiple  Sub-Accounts.
The name of each Sub-Account generally corresponds to the name of the underlying
Portfolio.  The  names  of  each  Sub-Account  are  shown  in the  Statement  of
Additional  Information.  Separate  Account B was  established by us pursuant to
Connecticut law.  Separate Account B also holds assets of other annuities issued
by us with values and benefits that vary according to the investment performance
of Separate Account B. The Sub-Accounts  offered pursuant to this Prospectus are
Class  7 and  Class  8  Sub-Accounts  of  Separate  Account  B.  Each  class  of
Sub-Account  in  Separate  Account B has a different  level of charges  assessed
against such  Sub-Accounts.  You will find  additional  information  about these
Portfolios in the prospectuses for such funds.

Separate  Account B is registered with the SEC under the Investment  Company Act
of 1940 ("Investment  Company Act") as a unit investment trust,  which is a type
of investment  company.  This does not involve any supervision by the SEC of the
investment  policies,  management  or  practices  of  Separate  Account  B. Each
Sub-Account  invests  only  in  a  Portfolio.   We  reserve  the  right  to  add
Sub-Accounts,   to  eliminate  Sub-Accounts,  to  combine  Sub-Accounts,  or  to
substitute Portfolios.


Values and benefits based on allocations to the Sub-Accounts  will vary with the
investment performance of the Portfolios, as applicable. We do not guarantee the
investment  results  of any  Sub-Account.  Your  Income  Base  allocated  to the
Sub-Accounts may increase or decrease. You bear the entire investment risk.


MODIFICATION

We  reserve  the  right  to do  any  or all of  the  following:  (a)  combine  a
Sub-Account with other Sub-Accounts; (b) combine Separate Account B or a portion
thereof with other separate accounts;  (c) de-register  Separate Account B under
the  Investment  Company  Act of  1940;  (d)  operate  Separate  Account  B as a
management investment company under the Investment Company Act of 1940 or in any
other form  permitted  by law;  (e) make  changes  required by any change in the
Securities Act of 1933,  the Exchange Act of 1934 or the Investment  Company Act
of 1940;  (f) make changes that are  necessary to maintain the tax status of the
Annuity under the Internal  Revenue Code;  and (g) make changes  required by any
change in other Federal or state laws relating to immediate  annuities;  and (h)
discontinue offering any variable investment option at any time.

Also,  from time to time, we may make additional  Sub-Accounts  available to new
Annuity  purchasers.  These Sub-Accounts will invest in Portfolios we believe to
be suitable for the Annuity. We may or may not make a new Sub-Account  available
to invest in any new  Portfolio  should such a Portfolio  be made  available  to
Separate Account B.

We may eliminate  Sub-Accounts,  combine two or more  Sub-Accounts or substitute
one or more new  Portfolios  for the one in  which a  Sub-Account  is  invested.
Substitutions  may be  necessary  if we believe a Portfolio  no longer suits the
purpose of the Annuity.  This may happen due to a change in laws or regulations,
or a change in the  investment  objectives or  restrictions  of a Portfolio,  or
because the Portfolio is no longer  available for investment,  or for some other
reason.  We would obtain prior  approval  from the  insurance  department of our
state of domicile,  if so required by law,  before  making such a  substitution,
deletion or addition.  We also would obtain prior  approval from the SEC so long
as  required  by law,  and any other  required  approvals  before  making such a
substitution, deletion or addition.

We  reserve  the right to  transfer  assets of the  Separate  Account,  which we
determine  to be  associated  with the class of  contracts to which your Annuity
belongs,  to  another  separate  account.  We  notify  you and any  payee of any
modification to the Annuity. We may endorse the Annuity to reflect the change.

WHAT IS THE LEGAL STRUCTURE OF THE PORTFOLIOS?

Each Portfolio is registered as an open-end management  investment company under
the  Investment  Company  Act.  Shares of the  Portfolios  are sold to  separate
accounts of life insurance companies offering variable annuity and variable life
insurance  products.  The shares may also be sold directly to qualified  pension
and retirement plans.

VOTING RIGHTS


We are the legal owner of the shares of the Portfolios in which the Sub-Accounts
invest.  However,  under SEC rules, you have voting rights in relation to Income
Base  maintained  in  the  Sub-Accounts.  If a  Portfolio  requests  a  vote  of
shareholders,  we will vote our shares in the  manner  directed  by Owners  with
Income  Base  allocated  to that  Sub-Account.  Owners have the right to vote an
amount equal to the number of shares  attributable to their contracts.  If we do
not receive  voting  instructions  in relation to certain  shares,  we will vote
those shares in the same manner and  proportion  as the shares for which we have
received  instructions.  We will  furnish  those  Owners  who have  Income  Base
allocated to a Sub-Account whose Portfolio has requested a "proxy" vote with the
necessary forms to provide us with their  instructions.  Generally,  you will be
asked to provide  instructions  for us to vote on  matters  such as changes in a
fundamental   investment  strategy,   adoption  of  a  new  investment  advisory
agreement,  or matters relating to the structure of the Portfolio that require a
vote of shareholders.


MATERIAL CONFLICTS

It is possible that differences may occur between companies that offer shares of
a Portfolio to their respective  separate  accounts  issuing variable  annuities
and/or variable life insurance products.  Differences may also occur surrounding
the offering of a Portfolio  to variable  life  insurance  policies and variable
annuity contracts that we offer. Under certain circumstances,  these differences
could be considered "material  conflicts," in which case we would take necessary
action  to  protect  persons  with  voting  rights  under our  variable  annuity
contracts  and variable  life  insurance  policies  against  persons with voting
rights  under other  insurance  companies'  variable  insurance  products.  If a
"material  conflict" were to arise between owners of variable annuity  contracts
and variable life insurance policies issued by us we would take necessary action
to treat such persons equitably in resolving the conflict.  "Material conflicts"
could arise due to differences in voting instructions between owners of variable
life  insurance  and  variable  annuity  contracts  of  the  same  or  different
companies. We monitor any potential conflicts that may exist.

TRANSFERS, ASSIGNMENTS OR PLEDGES

Generally,  vested rights in an Annuity may be transferred,  assigned or pledged
for loans at any time. However, these rights may be limited depending on the use
of the Annuity. Generally,  transfers,  assignments or pledges to another person
or  entity  may  occur at any  time  prior  to the  death of the last  surviving
Annuitant. We generally will not accept transfers,  assignments or pledges after
such death.  You must request a transfer or provide us a copy of the  assignment
in writing.  A transfer or  assignment  is subject to our  acceptance.  Prior to
receipt of this notice,  we will not be deemed to know of or be obligated  under
any  assignment  prior to our  receipt  and  acceptance  thereof.  We  assume no
responsibility for the validity or sufficiency of any assignment.

DEFERRAL OF TRANSACTIONS

We may defer payment of proceeds of any distribution  before the exercise of the
conversion  right for which we have received all our  requirements  for a period
not to exceed 7 calendar days from the date the transaction is effected.  We may
defer any payment from the general account of proceeds of any distribution after
the exercise of the conversion  right for a period not to exceed the lesser of 6
months or the period permitted by law.

All procedures,  including  payment,  based on the valuation of the Sub-Accounts
may be postponed  during the period:  (1) the New York Stock  Exchange is closed
(other than  customary  holidays or  weekends)  or trading on the New York Stock
Exchange  is   restricted  as  determined  by  the  SEC;  (2)  the  SEC  permits
postponement  and so orders;  or (3) the SEC determines that an emergency exists
making valuation or disposal of securities not reasonably practical.

WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?

American Skandia Marketing,  Incorporated ("ASM"), a wholly-owned  subsidiary of
American  Skandia,  Inc., is the  distributor  and principal  underwriter of the
securities  offered  through this  prospectus.  ASM acts as the distributor of a
number of annuity and life insurance products we offer and both American Skandia
Trust and American Skandia Advisor Funds, Inc., a family of retail mutual funds.
ASM also  acts as an  introducing  broker-dealer  through  which it  receives  a
portion of the brokerage  commissions  incurred in connection with purchases and
sales  of  securities  held  by the  portfolios  of AST  offered  as  underlying
investment options under this Annuity.

ASM's principal  business address is One Corporate Drive,  Shelton,  Connecticut
06484. ASM is registered as broker-dealer  under the Securities  Exchange Act of
1934 ("Exchange Act") and is a member of the National  Association of Securities
Dealers, Inc. ("NASD").

The  Annuity is offered on a  continuous  basis.  ASM enters  into  distribution
agreements with independent broker-dealers who are registered under the Exchange
Act  and  with  entities  that  may  offer  the  Annuity  but  are  exempt  from
registration.   Applications   for  the  Annuity  are  solicited  by  registered
representatives of those firms. Such  representatives will also be our appointed
insurance  agents  under state  insurance  law. In  addition,  ASM may offer the
Annuity directly to potential purchasers.

Compensation  is paid to firms on sales of the Annuity  according to one or more
schedules.  The  individual   representative  will  receive  a  portion  of  the
compensation,  depending  on the  practice  of the firm.  Commissions  and other
compensation  paid in relation  to the  Annuity do not result in any  additional
charge to you or to the Separate Account.

In addition, firms may receive separate compensation or reimbursement for, among
other  things,  training of sales  personnel,  marketing or other  services they
provide  to us or  our  affiliates.  We  or  ASM  may  enter  into  compensation
arrangements with certain firms.  These  arrangements will not be offered to all
firms and the terms of such  arrangements  may differ  between  firms.  Any such
compensation  will be paid by us or ASM and will not  result  in any  additional
charge to you. To the extent  permitted by NASD rules and other  applicable laws
and regulations,  ASM may pay or allow other promotional  incentives or payments
in the form of cash or other compensation.

PERFORMANCE RELATED INFORMATION

We  may  advertise  certain   information   regarding  the  performance  of  the
Sub-Accounts based on SEC standards. Details on how we calculate performance for
the  Sub-Accounts  are found in the  Statement of Additional  Information.  This
information  may help you review the  performance of the investment  options and
provide a basis for comparison with other annuities.  It may be less useful when
comparing  the  performance  of the  investment  options  with other  savings or
investment vehicles. Such other investments may not provide some of the benefits
of  annuities,  or may  not  be  designed  for  long-term  investment  purposes.
Additionally  other  savings  or  investment  vehicles  may not be  receive  the
beneficial tax treatment given to annuities under the Code.

If a Sub-Account  advertises its standardized  total return,  it will usually be
calculated for one year,  five years,  and then ten years or some other relevant
periods if the  Sub-Account  has not been in  existence  for at least ten years.
Total  return  is  measured  by  comparing  the  value of an  investment  in the
Sub-Account  at the  beginning  of the  relevant  period  to  the  value  of the
investment at the end of the period.

If a  Sub-Account  advertises  non-standard  total  returns  that  pre-date  the
inception date of the Separate  Account,  these  non-standard  total returns are
calculated by assuming that the Sub-Accounts have been in existence for the same
periods as the  Portfolios  and by taking  deductions  for all charges  equal to
those currently assessed against the Sub-Accounts.

Information  regarding performance of the Portfolios may provide a partial basis
for comparison with other annuities. However, when making such a comparison, you
should note whether such other annuities provide guarantees and features similar
to or different from those provided pursuant to the Annuities.  Such information
may only be  partially  useful  in  comparing  Annuities  to other  products  or
investment  programs  designed to provide  periodic  income.  In making any such
comparisons,  you should not only compare features and benefits, but should also
compare risks, charges, tax treatment,  and treatment of such vehicles for other
purposes, such as eligibility for governmental assistance programs,  bankruptcy,
communal property, etc.

These  performance  measures  may  have  only  limited  use when  comparing  the
performance  of the  investment  options  with  savings or  investment  vehicles
designed for  accumulation  of wealth,  rather than for  immediate  and on-going
income.  Such  vehicles  may not  provide  some  of the  benefits  of  immediate
annuities,  or may not be  designed  for  income  purposes.  Additionally,  such
savings or investment vehicles may not be treated like immediate annuities under
the Internal Revenue Code.

Performance  information on the investment  options is based on past performance
only and is no indication of future performance.  Actual performance will depend
on the type, quality and, for some of the investment options,  the maturities of
the investments held by the Portfolios and upon prevailing market conditions and
the response of the Portfolios to such conditions.  Actual performance will also
depend on changes in the expenses of the Portfolios. Such changes are reflected,
in turn, in the investment options which invest in such Portfolios. In addition,
the amount of charges  assessed  against  each  investment  option  will  affect
performance.

Some of the  Portfolios  existed prior to the  inception of these  Sub-Accounts.
Performance  quoted in  advertising  regarding  such  Sub-Accounts  may indicate
periods  during which the  Sub-Accounts  have been in existence but prior to the
initial  offering of the Annuities,  or periods during which the Portfolios have
been in existence,  but the Sub-Accounts have not. Such hypothetical performance
is  calculated  using  the  same  assumptions  employed  in  calculating  actual
performance since inception of the Sub-Accounts.

Advertisements   we  distribute   may  also  compare  the   performance  of  our
Sub-Accounts  with:  (a) certain  unmanaged  market  indices,  including but not
limited to the Dow Jones  Industrial  Average,  the  Standard & Poor's 500,  the
NASDAQ 100, the Shearson Lehman Bond Index, the Frank Russell non-U.S. Universal
Mean, the Morgan Stanley  Capital  International  Index of Europe,  Asia and Far
East Funds, and the Morgan Stanley Capital International World Index; and/or (b)
other management  investment companies with investment objectives similar to the
mutual fund or portfolio  underlying the Sub-Accounts  being compared.  This may
include the performance ranking assigned by various publications,  including but
not  limited to the Wall  Street  Journal,  Forbes,  Fortune,  Money,  Barron's,
Business Week, USA Today and statistical services,  including but not limited to
Lipper  Analytical  Services Mutual Funds Survey,  Lipper Annuity and Closed End
Survey,  the Variable Annuity Research Data Survey,  SEI, the Morningstar Mutual
Fund Sourcebook and the Morningstar Variable Annuity/Life Sourcebook.

American  Skandia Life Assurance  Corporation  may advertise its rankings and/or
ratings by independent financial ratings services. Such rankings may help you in
evaluating  our ability to meet our  obligations  in  relation  to paying  fixed
Annuity Payments,  guarantee a minimum level of Annuity Payments,  or administer
Annuities. Such rankings and ratings do not reflect or relate to the performance
of Separate Account B.

Illustrations: You may be provided a hypothetical illustration of how an Annuity
may  perform,  based on your age,  gender,  a proposed  Premium,  etc. WE DO NOT
GUARANTEE THAT ANY ANNUITY WILL PERFORM AS ILLUSTRATED. Any such illustration is
not valid unless preceded by or accompanied by this Prospectus.  No illustration
is valid unless it includes  examples of how the Annuity would perform  assuming
Net Investment  Performance  both at a rate of zero and at the Benchmark Rate in
addition to any examples  assuming some other  interest  rate.  In addition,  no
illustration is valid if it projects hypothetical Net Investment  Performance in
the future in excess of 12% per  year.When  applicable,  an  illustration  would
indicate any joint Owner and the age and gender of any joint  Annuitant.  Values
may be  expressed as a  percentage  of the  Premium.  In addition to the Annuity
Payment  Amounts,   the  following  values  may  be  illustrated:   Cash  Value;
alternative  taxable  income,  (the income  needed from an  investment  taxed at
ordinary  income  rates to which the  exclusionary  rules of the Code  would not
apply to achieve the same after tax income);  the effective  rate of return (the
yield,  assuming  payment  of the Cash  Value as of the date  illustrated);  the
cumulative  return to-date (the total amount paid,  assuming payment of the Lump
Sum Alternative as of the date illustrated).  Unless otherwise  permitted by law
or regulation, performance information is shown based on an assumed premium, age
and gender of an annuitant,  an assumed issue date and annuity date, etc. Unless
the annuity issued exactly matches the assumptions used, performance information
cannot  exactly  match how an annuity  you owned or might have owned  would have
performed. Illustrations may be provided on paper, and may be provided in color.
Illustrations  may be provided in a format other than on paper. For example,  we
may provide  illustrations  for  presentation on a computer screen or in a video
format.

AVAILABLE INFORMATION

A Statement of Additional  Information  is available from us without charge upon
your request.  This  Prospectus is part of the  registration  statement we filed
with the SEC regarding  this  offering.  Additional  information  on us and this
offering is available in those registration statements and the exhibits thereto.
You may obtain copies of these materials at the prescribed  rates from the SEC's
Public Reference Section,  450 Fifth Street N.W.,  Washington,  D.C., 20549. You
may inspect and copy those  registration  statements and exhibits thereto at the
SEC's public  reference  facilities at the above address,  Room 1024, and at the
SEC's  Regional  Offices,  7 World Trade Center,  New York,  NY, and the Everett
McKinley  Dirksen  Building,  219 South  Dearborn  Street,  Chicago,  IL.  These
documents, as well as documents incorporated by reference,  may also be obtained
through the SEC's Internet Website  (http://www.sec.gov)  for this  registration
statement as well as for other  registrants  that file  electronically  with the
SEC.


<PAGE>


HOW TO CONTACT US

You can contact us by:
|X|  calling our Customer Service Team at 1-800-752-6342; or
|X|  calling our  automated  telephone  access and  response  system  (STARS) at
     1-800-766-4530; or
|X|  writing to us at American  Skandia Life Assurance  Corporation,  Attention:
     Customer Service, P.O. Box 7038, Bridgeport, Connecticut 06601-7038; or
|X|  sending an e-mail to [email protected];  or visiting our Internet
     Website at www.americanskandia.com
|X|  accessing  information  about your Annuity through our Internet  Website at
     www.americanskandia.com.

You can obtain account  information  through our automated  telephone access and
response system (STARS) and at  www.americanskandia.com,  our Internet  Website.
Our Customer Service representatives are also available during business hours to
provide  you with  information  about  your  account.  You can  request  certain
transactions  through our telephone voice response system,  our Internet Website
or through a customer service representative.  You can provide authorization for
a third party,  including your  attorney-in-fact  acting  pursuant to a power of
attorney or a financial  professional,  to access your account  information  and
perform certain  transactions on your account.  You will need to complete a form
provided by us which  identifies those  transactions  that you wish to authorize
via telephonic  and  electronic  means and whether you wish to authorize a third
party  to  perform  any  such   transactions.   We  require  that  you  or  your
representative provide proper identification before performing transactions over
the  telephone  or through  our  Internet  Website.  This may include a Personal
Identification  Number  (PIN)  that will be  provided  to you upon issue of your
Annuity or you may establish or change your PIN through our automated  telephone
access and response system (STARS) and at www.americanskandia.com,  our Internet
Website. Any third party that you authorize to perform financial transactions on
your account will be assigned a PIN for your account.

INDEMNIFICATION

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Securities  Act") may be permitted to directors,  officers or persons
controlling the registrant pursuant to the foregoing provisions,  the registrant
has been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The following are the contents of the Statement of Additional Information:

General Information Regarding American Skandia Life Assurance Corporation
Principal Underwriter
Calculation of Performance Data
Unit Price Determinations
Independent Auditors
Legal Experts
Financial Statements



<PAGE>





                               Mailing Addresses:

                   New Business/Additional Purchase Payments:

                   American Skandia Life Assurance Corporation
                                  P.O. Box 7040
                            Bridgeport, CT 06601-7040

                               Exchange Paperwork:

                   American Skandia Life Assurance Corporation
                                  P.O. Box 7039
                            Bridgeport, CT 06601-7039

                            All other correspondence:

                   American Skandia Life Assurance Corporation
                                  P.O. Box 7038
                            Bridgeport, CT 06601-7038

                             Express/Overnight Mail:

                   American Skandia Life Assurance Corporation
                              Three Corporate Drive
                                Shelton, CT 06484

--------------------------------------------------------------------------------
                  PLEASE  SEND ME A STATEMENT  OF  ADDITIONAL  INFORMATION  THAT
                  CONTAINS  FURTHER  DETAILS ABOUT THE AMERICAN  SKANDIA ANNUITY
                  DESCRIBED IN PROSPECTUS VIAS/G-PROS (07/2000).

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




             -------------------------------------------------------
                                (print your name)



             -------------------------------------------------------
                                    (address)

             -------------------------------------------------------
                              (City/State/Zip Code)


<PAGE>


ADDITIONAL   INFORMATION:   Inquiries   will  be   answered   by  calling   your
representative or by writing to:

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

                       [email protected]

Issued by:                                                         Serviced at:

AMERICAN SKANDIA LIFE                                     AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION                                     ASSURANCE CORPORATION
One Corporate Drive                                                P.O. Box 883
Shelton, Connecticut 06484                           Shelton, Connecticut 06484
Telephone: 1-800-752-6342                            Telephone:  1-800-752-6342
http://www.americanskandia.com                   http://www.americanskandia.com

                                 Distributed by:

                    AMERICAN SKANDIA MARKETING, INCORPORATED
                               One Corporate Drive
                           Shelton, Connecticut 06484
                             Telephone: 203-926-1888
                         http://www.americanskandia.com







                       STATEMENT OF ADDITIONAL INFORMATION

The Annuities are registered under the Securities Act of 1933 and the Investment
Company Act of 1940. The Annuities are issued by AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION  VARIABLE ACCOUNT B (CLASS 7 SUB-ACCOUNTS) or (CLASS 8 SUB-ACCOUNTS)
and AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.

THIS STATEMENT OF ADDITIONAL  INFORMATlON IS NOT A PROSPECTUS.  THE  INFORMATION
CONTAINED  HEREIN  SHOULD BE READ IN  CONJUNCTION  WITH THE  PROSPECTUS  FOR THE
ANNUITIES WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS SETS FORTH INFORMATION THAT A PROSPECTIVE  INVESTOR OUGHT TO KNOW
BEFORE  lNVESTING.  FOR A COPY  OF THE  PROSPECTUS  SEND A  WRITTEN  REQUEST  TO
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION,  P.O. BOX 883, SHELTON, CONNECTICUT
06484, OR TELEPHONE 1-800-752-6343.


Prospectus Dated: May 1, 2000 (Revised Effective July 3, 2000)
Statement of Additional  Information  Dated: May 1, 2000 (Revised Effective July
3, 2000)


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>                                                                                                                   <C>
Item                                                                                                                   Page

General Information Regarding American Skandia Life Assurance Corporation                                                 1
Principal Underwriter                                                                                                     1
Calculation of Performance Data                                                                                           2
Unit Price Determinations                                                                                                 3
Independent Auditors                                                                                                      3
Legal Experts                                                                                                             3
Financial Statements                                                                                                      3
</TABLE>

GENERAL  INFORMATION  REGARDING  AMERICAN  SKANDIA LIFE  ASSURANCE  CORPORATION:
American  Skandia  Life  Assurance  Corporation  ("we",  "our"  or  "us")  is  a
wholly-owned  subsidiary of American Skandia,  inc.  (formerly known as American
Skandia  Investment  Holding  Corporation)  whose  indirect  parent  is  Skandia
Insurance  Company  Ltd.  Skandia  Insurance  Company Ltd. is part of a group of
companies whose  predecessor  commenced  operations in 1855.  Skandia  Insurance
Company Ltd. is a major worldwide  insurance  company  operating from Stockholm,
Sweden  which  owns and  controls,  directly  or through  subsidiary  companies,
numerous  insurance  and related  companies.  We are  organized as a Connecticut
stock life  insurance  company,  and are subject to  Connecticut  law  governing
insurance companies.  Our mailing address is P.O. Box 883, Shelton,  Connecticut
06484.

PRINCIPAL  UNDERWRITER:  American Skandia Marketing,  Incorporated ("ASM, Inc.")
serves as principal  underwriter  for the Annuities.  We, ASM, Inc. and American
Skandia Investment Services,  Incorporated ("ASISI"),  the investment manager of
the American Skandia Trust,  are  wholly-owned  subsidiaries of American Skandia
Investment Holding  Corporation.  Most of the Class 7 or Class 8 Sub-Accounts of
Separate  Account B invest in portfolios  offered by American Skandia Trust. ASM
also acts as an introducing broker-dealer through which it receives a portion of
brokerage  commissions in connection with purchases and sales of securities held
by  portfolios  of  American  Skandia  Trust  which are  offered  as  underlying
investment options under the Annuity.

Annuities may be sold by agents of ASM, Inc. or agents of securities  brokers or
insurance  brokers who enter into  agreements with ASM, Inc. and who are legally
qualified  under  federal and state law to sell the  Annuities  in those  states
where the Annuities are to be offered. The Annuities are offered on a continuous
basis. ASM, Inc. is registered with the Securities and Exchange Commission under
the  Securities  Exchange Act of 1934 as a broker  dealer and is a member of the
National Association of Securities Dealers, Inc. (`NASD"). ASM, Inc. receives no
underwriting commissions.


VIA S/G-SAI [07/2000]



<PAGE>


CALCULATION   OF   PERFORMANCE   DATA:  We  provide  two  types  of  performance
information:  (a) the  "effective  rate of  return",  which is the  yield of the
Annuity; and (b) the cumulative return to-date.

The  performance  of an  Annuity  over  time  depends  on:  (a)  Net  Investment
Performance; (b) the age of the Annuitant at the time the Annuity is issued; (c)
the gender of the Annuitant (unless  applicable law or regulation  requires that
we ignore  gender);  (d) the Annuity plan issued,  particularly,  the applicable
Benchmark Rate and Annuity Factors for such plan; and (e) what lump sum, if any,
is  available  at  the  end of the  period.  In  order  to  provide  performance
information,  we assume that a hypothetical  Annuity was issued at the beginning
of the period to be measured, and that:

(1)  The Annuitant was [ ] on the Issue Date;

(2)  The Annuitant was male, and that gender affected the Annuity Factors;

(3)  A single,  specified investment option was used for the entire period being
     measured;

(4)  The end of the period is the Inheritance Date;

(5)  A lump  sum is being  paid to the  Beneficiary  as of that  date in lieu of
     Annuity Payments.

Both the effective  rate of return and the  cumulative  return  to-date might be
lower in certain  circumstances  if the Cash Value was used rather than the lump
sum in lieu of Annuity Payments.

Most of the underlying  mutual fund portfolios  ("Portfolios")  existed prior to
the  inception of the  Sub-Accounts.  In order to give you a basis for analyzing
the  performance  of the  various  investment  options  over  as  long a time as
possible,  we assume the issuance of a hypothetical  Annuity investing solely in
the  applicable   investment  option  from  the  date  the  Portfolio  commenced
operations.   Therefore,   performance  quoted  in  advertising  regarding  such
Sub-Accounts  may  indicate  periods  prior  to  the  initial  offering  of  the
Annuities.

To the extent allowed by law or  regulation,  as well as the rules of applicable
self-regulatory organizations such as the NASD, we may also provide hypothetical
performance of an Annuity as if a hypothetical Portfolio performed exactly like:
(a) a common  market  index,  such as the Standard & Poor's 500; or (b) a stated
weighted  average  of such an index  with an index  of the  performance  of debt
instruments,  such as an index  measuring  the return of corporate  bonds.  This
latter method of using a stated weighted average may be particularly  helpful if
you are  considering  utilizing  an  investment  option that expects to maintain
significant portions of its assets in both equity and debt instruments.

Shown on the following page are effective  rate of return and cumulative  return
to-date  figures for the periods shown.  The  "inception-to-date"  figures shown
below are based on the inception  date of a Portfolio.  Any  performance of such
Portfolios  prior to inception of a Sub-Account  is provided by the  Portfolios.
The  total  return  for any  Sub-Account  reflecting  performance  prior to such
Sub-Account's inception is based on such information.

Because AMERICAN SKANDIA LIFE ASSURANCE  CORPORATION VARIABLE ACCOUNT B (CLASS 7
SUB-ACCOUNTS)  and  (CLASS  8  SUB-ACCOUNTS)  are  new  separate  accounts  they
currently  have no  performance.  Once they have  performance,  the  performance
quoted in any  advertising  should not be  considered  a  representation  of the
performance of these Sub-Accounts in the future since performance is not fixed.

Net Investment Performance will depend on the type, quality and, for some of the
Sub-Accounts,  the maturities of the investments held by the Portfolios and upon
prevailing  market  conditions  and  the  response  of the  Portfolios  to  such
conditions.  Net  Investment  Performance  will also  depend on  changes  in the
expenses of the Portfolios.

The  information  provided  by these  measures  may be useful in  comparing  the
performance of the Sub-Accounts that you may utilize. It may have only a limited
usefulness in  comparison  with other  annuities,  given that, as of the date of
this  Statement,  we were  unaware  of any  annuities  structured  in a  similar
fashion.  (To our knowledge,  other variable immediate  annuities are structured
such that  investment  performance  always  directly  affects the amount of each
Annuity  Payment,  not any Inheritance  Period.) These measures may be even less
useful in providing a basis for comparison with other  investments  that neither
provide some of the benefits of the Annuities or the benefits of other  variable
immediate annuities.

UNIT  PRICE  DETERMINATIONS:  For each  Sub-Account  the  initial  Unit Price is
$10.00.  The  Unit  Price  for  each  subsequent  Valuation  Period  is the  net
investment  factor for that Valuation  Period,  multiplied by the Unit Price for
the immediately  preceding  Valuation  Period.  The net investment factor is (1)
divided by (2), less (3), where:

(1)      is the net result of:

(a)               the net asset value per share of the  Portfolio  at the end of
                  the current  Valuation Period plus the per share amount of any
                  dividend  or capital  gain  distribution  declared  and unpaid
                  (accrued) by the Portfolio; plus or minus

(b)               any per share charge or credit during the Valuation  Period as
                  a  provision  for  taxes  attributable  to  the  operation  or
                  maintenance of that Sub-account.

(2)      is the net result of:

              (a) the net asset value per share of the  Portfolio  at the end of
              the  preceding  Valuation  Period plus the per share amount of any
              dividend  or  capital  gain   distribution   declared  and  unpaid
              (accrued) by the Portfolio; plus or minus

               (b) any per share charge or credit during the preceding Valuation
              Period as a provision for taxes  attributable  to the operation or
              maintenance of the Sub-Account.

(3)     is the mortality and expense risk charges and the administration charge.

We value the assets in each Sub-Account at their fair market value in accordance
with accepted accounting practices and applicable laws and regulations.  The net
investment factor may be greater than, equal to, or less than one.

INDEPENDENT AUDITORS:  The consolidated financial statements of American Skandia
Life  Assurance  Corporation  at December 31, 1999 and 1998, and for each of the
three years in the period ended December 31, 1999,  appearing in this Prospectus
and Registration  Statement have been audited by Ernst & Young LLP,  independent
auditors,  as set forth in their report thereon appearing  elsewhere herein, and
are included in reliance  upon such report given upon the authority of such firm
as experts in accounting and auditing.

LEGAL  EXPERTS:   The  General  Counsel  of  American   Skandia  Life  Assurance
Corporation  has passed on the legal  matters  with  respect to Federal laws and
regulations  applicable  to the issue and sale of the Annuities and with respect
to Connecticut law.


FINANCIAL  STATEMENTS:  The financial  statements which follow in Appendix A are
those of American Skandia Life Assurance  Corporation.  Financial Statements for
American Skandia Life Assurance Corporation Separate Account B Class 7 and Class
8 are  not  provided  as the  Accounts  recently  began  operations  and no such
financial statements are currently available.


To  the  extent  and  only  to the  extent  that  any  statement  in a  document
incorporated  by reference  into this  Statement of  Additional  Information  is
modified  or  superseded  by  a  statement  in  this   Statement  of  Additional
Information  or in a later-filed  document,  such  statement is hereby deemed so
modified or superseded and not part of this Statement of Additional Information.

We furnish you without charge a copy of any or all the documents incorporated by
reference in this Statement of Additional Information, including any exhibits to
such documents which have been specifically  incorporated by reference. We do so
upon receipt of your  written or oral  request.  Please  address your request to
American Skandia Life Assurance Corporation, Attention: Concierge Desk, P.O. Box
883, Shelton, Connecticut, 06484. Our phone number is 1-(800) 752-6342.


<PAGE>











                                   Appendix A

Financial  Statements  for  American  Skandia  Life  Assurance  Corporation  and
American Skandia Life Assurance

               Corporation Separate Account B Class 7 and Class 8


(Financial  Statements for American Skandia Life Assurance  Corporation Separate
Account B Class 7 and Class 8 are not  provided as the Accounts  recently  began
operations and no such financial statements are currently available.)



<PAGE>



                  AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF
                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholder of
    American Skandia Life Assurance Corporation
Shelton, Connecticut

We have audited the consolidated  statements of financial  condition of American
Skandia  Life  Assurance  Corporation  (the  "Company"  which is a  wholly-owned
subsidiary of Skandia  Insurance Company Ltd.) as of December 31, 1999 and 1998,
and the related  consolidated  statements of income,  shareholder's  equity, and
cash flows for each of the three years in the period  ended  December  31, 1999.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of American Skandia
Life Assurance  Corporation at December 31, 1999 and 1998, and the  consolidated
results of their  operations  and cash flows for each of the three  years in the
period  ended  December  31,  1999  in  conformity  with  accounting  principles
generally accepted in the United States.

/s/Ernst & Young LLP


Hartford, Connecticut
February  11,  2000,
except for Note 18 as to which the date is March 22, 2000


<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                 Consolidated Statements of Financial Condition
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                 As of December 31,
                                                                          1999                        1998
                                                                     ---------------            ----------------

ASSETS

Investments:
<S>                                                                  <C>                        <C>
  Fixed maturities - at amortized cost                               $        3,360             $         8,289
  Fixed maturities - at fair value                                          198,165                     141,195
  Investment in mutual funds - at fair value                                 16,404                       8,210
  Derivative instruments                                                        189                           -
  Policy loans                                                                1,270                         569
                                                                      --------------              --------------

    Total investments                                                       219,388                     158,263

Cash and cash equivalents                                                    89,212                      77,525
Accrued investment income                                                     4,054                       2,880
Deferred acquisition costs                                                1,087,705                     721,507
Reinsurance receivable                                                        4,062                       4,191
Receivable from affiliates                                                        -                       1,161
Income tax receivable - deferred                                             51,726                      38,861
State insurance licenses                                                      4,263                       4,413
Fixed assets                                                                  3,305                         328
Other assets                                                                  4,533                       3,744
Separate account assets                                                  29,381,166                  17,835,400
                                                                     ---------------            ----------------

  Total assets                                                       $   30,849,414             $    18,848,273
                                                                     ===============            ================
</TABLE>

LIABILITIES AND SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>

<S>                                                                   <C>                       <C>
Liabilities:
Reserve for future contractowner benefits                            $       11,215             $        37,508
Policy reserves                                                              29,912                      25,545
Drafts outstanding                                                           51,059                      28,941
Accounts payable and accrued expenses                                       158,590                      91,827
Income tax payable                                                           24,268                       6,657
Payable to affiliates                                                        68,736                           -
Future fees payable to parent                                               576,034                     368,978
Short-term borrowing                                                         10,000                      10,000
Surplus notes                                                               179,000                     193,000
Separate account liabilities                                             29,381,166                  17,835,400
                                                                     ---------------            ----------------

  Total Liabilities                                                      30,489,980                  18,597,856
                                                                     ---------------            ----------------

Shareholder's equity:
  Common stock, $100 and $80 par value, 25,000 shares authorized,
    issued and outstanding                                                    2,500                       2,000
  Additional paid-in capital                                                215,879                     179,889
  Retained earnings                                                         141,162                      64,993
  Accumulated other comprehensive income                                       (107)                      3,535
                                                                     ---------------            ----------------

    Total Shareholder's equity                                              359,434                     250,417
                                                                     ---------------            ----------------

    Total liabilities and shareholder's equity                       $   30,849,414             $    18,848,273
                                                                     ===============            ================
</TABLE>

                See notes to consolidated financial statements.

<PAGE>
                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      Consolidated Statements of Operations
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     For the Year Ended December 31,
                                                              1999                1998                1997
                                                         --------------       -------------       -------------

REVENUES

<S>                                                      <C>                  <C>                 <C>
Annuity and life insurance charges and fees              $     289,989        $    186,211        $    121,158
Fee income                                                      83,243              50,839              27,593
Net investment income                                           10,441              11,130               8,181
Premium income                                                   1,278                 874                 920
Net realized capital gains                                         578                  99                  87
Other                                                            1,832                 387                  75
                                                         --------------       -------------       -------------

  Total revenues                                               387,361             249,540             158,014
                                                         --------------       -------------       -------------


EXPENSES

Benefits:
  Annuity and life insurance benefits                              612                 558               2,033
  Change in annuity and life insurance policy reserves           3,078               1,053                  37
  Cost of minimum death benefit reinsurance                      2,945               5,144               4,545
  Return credited to contractowners                             (1,639)             (8,930)             (2,018)
                                                         --------------       -------------       -------------

                                                                 4,996              (2,175)              4,597

Expenses:
  Underwriting, acquisition and other insurance
    expenses                                                   206,350             167,790              90,496
  Interest expense                                              69,502              41,004              24,895
                                                         --------------       -------------       -------------

                                                               275,852             208,794             115,391
                                                         --------------       -------------       -------------

  Total benefits and expenses                                  280,848             206,619             119,988
                                                         --------------       -------------       -------------

    Income from operations before income tax                   106,513              42,921              38,026

      Income tax expense                                        30,344               8,154              10,478
                                                         --------------       -------------       -------------

        Net income                                       $      76,169        $     34,767        $     27,548
                                                         ==============       =============       =============
</TABLE>
                See notes to consolidated financial statements.

<PAGE>
                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                 Consolidated Statements of Shareholder's Equity
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     For the Year Ended December 31,
                                                              1999                1998                1997
                                                         --------------      --------------      --------------

Common stock:
<S>                                                      <C>                 <C>                 <C>
  Beginning balance                                      $       2,000       $       2,000       $       2,000
  Increase in par value                                            500                   -                   -
                                                         --------------      --------------      --------------

    Ending balance                                               2,500               2,000               2,000
                                                         --------------      --------------      --------------

Additional paid in capital:
  Beginning balance                                            179,889             151,527             122,250
  Transferred to common stock                                     (500)                  -                   -
  Additional contributions                                      36,490              28,362              29,277
                                                         --------------      --------------      --------------

    Ending balance                                             215,879             179,889             151,527
                                                         --------------      --------------      --------------

Retained earnings:
  Beginning balance                                             64,993              30,226               2,678
  Net income                                                    76,169              34,767              27,548
                                                         --------------      --------------      --------------

    Ending balance                                             141,162              64,993              30,226
                                                         --------------      --------------      --------------

Accumulated other comprehensive income:

  Beginning balance                                              3,535                 668                (584)
  Other comprehensive income                                    (3,642)              2,867               1,252
                                                         --------------      --------------      --------------

    Ending Balance                                                (107)              3,535                 668
                                                         --------------      --------------      --------------

      Total shareholder's equity                         $     359,434       $     250,417       $     184,421
                                                         ==============      ==============      ==============
</TABLE>
                See notes to consolidated financial statements.

<PAGE>
                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      Consolidated Statements of Cash Flows
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     For the Year Ended December 31,
                                                              1999                1998                1997
                                                         --------------       -------------      --------------

Cash flow from operating activities:

<S>                                                      <C>                        <C>          <C>
  Net income                                             $      76,169              34,767       $       27,548
  Adjustments to reconcile net income to net
    cash used in operating activities:
      Amortization and depreciation                              1,495                 251                  223
      Deferred tax expense                                     (10,903)            (14,242)              (9,631)
      Change in unrealized losses on derivatives                 3,749                   -                    -
      Increase in policy reserves                                4,367               1,130                3,176
      Change in receivable from/payable to affiliates           69,897                 166               (1,321)
      Change in income tax payable                              17,611               7,704               (2,172)
      Increase in other assets                                    (789)             (1,173)                (415)
      Increase in accrued investment income                     (1,174)               (438)                (483)
      Decrease/(increase) in reinsurance receivable                129               2,152                 (268)
      Increase in deferred acquisition costs                  (366,198)           (174,804)            (190,969)
      Increase in accounts payable and accrued expenses         66,763              20,637                5,719
      Increase in drafts outstanding                            22,118               9,663                6,245
      Change in foreign currency translation, net                  701                 (22)                (34)
      Realized capital gain                                       (578)                (99)                (87)
                                                         --------------       -------------      --------------

        Net cash used in operating activities                 (116,643)            (114,308)           (162,469)
                                                         --------------       -------------      --------------

Cash flow from investing activites:

      Purchase of fixed maturity investments                   (99,250)            (31,828)            (28,905)
      Proceeds from sale and maturity of fixed
        maturity investments                                    36,226               4,049              10,755
      Purchase of derivatives                                   (4,974)                  -                   -
      Purchase of shares in mutual funds                       (17,703)             (7,158)             (5,595)
      Proceeds from sale of shares in mutual funds              14,657               6,086               1,415
      Purchase of fixed assets                                  (3,178)                (18)               (189)
      Increase in policy loans                                    (701)                118                (528)
                                                         --------------       -------------      --------------

        Net cash used in investing activities                  (74,923)            (28,751)            (23,047)
                                                         --------------       -------------      --------------

Cash flow from financing activities:

      Capital contribution from parent                          22,490               8,362              29,277
      Increase in future fees payable to parent                207,056             135,944             185,922
      Net withdrawals from contractowner accounts              (26,293)             (5,696)              6,959
                                                         --------------       -------------      --------------

        Net cash provided by financing activities               203,253             138,610             222,158
                                                         --------------       -------------      --------------

          Net increase/(decrease) in cash and cash
            equivalents                                         11,687              (4,449)             36,642

          Cash and cash equivalents at beginning of year        77,525              81,974              45,332
                                                         --------------       -------------      --------------

            Cash and cash equivalent at end of year      $      89,212              77,525       $      81,974
                                                         ==============       =============      ==============

     Income taxes paid                                   $      23,637              14,651       $      22,308
                                                         ==============       =============      ==============

      Interest paid                                      $      69,697              35,588       $      16,916
                                                         ==============       =============      ==============
</TABLE>
                See notes to consolidated financial statements.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                   Notes to Consolidated Financial Statements

                                December 31, 1999

1.  ORGANIZATION AND OPERATION

    American   Skandia  Life  Assurance   Corporation   (the  "Company")  is  a
    wholly-owned subsidiary of American Skandia, Inc. ("ASI", formerly known as
    American Skandia Investment Holding Corporation) whose  ultimate  parent is
    Skandia Insurance Company Ltd., a Swedish Corporation.

    The Company  develops  long-term  savings and retirement  products which are
    distributed through its affiliated  broker/dealer company,  American Skandia
    Marketing,  Incorporated ("ASM"). The Company currently issues variable life
    insurance and variable, fixed, market value adjusted and immediate annuities
    for individuals, groups and qualified pension plans.

    The Company has 99.9%  ownership  in Skandia  Vida,  S.A. de C.V.  ("Skandia
    Vida") which is a life insurance company  domiciled in Mexico.  Skandia Vida
    had total  shareholder's  equity of $4,592,000 and $4,724,000 as of December
    31, 1999, and 1998,  respectively.  The Company considers Mexico an emerging
    market and has invested in the Skandia Vida  operations with the expectation
    of generating  profits from long-term  savings  products in future years. As
    such,  Skandia Vida has generated net losses of  $2,523,000,  $2,514,000 and
    $1,438,000  for  the  years  ended   December  31,  1999,   1998  and  1997,
    respectively.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    A.  Basis of Reporting

        The accompanying consolidated financial statements have been prepared in
        conformity with generally accepted accounting  principles.  Intercompany
        transactions and balances have been eliminated in consolidation.

        Certain  reclassifications  have  been  made to prior  year  amounts  to
        conform with the current year presentation.

    B.  New Accounting Pronouncements

        In March 1998, the American  Institute of Certified  Public  Accountants
        issued Statement of Position ("SOP") 98-1,  "Accounting for the Costs of
        Software Developed or Obtained for Internal Use. The SOP, which has been
        adopted prospectively as of January 1, 1999, requires the capitalization
        of certain  costs  incurred in connection  with  developing or obtaining
        internal use  software.  Prior to the adoption of SOP 98-1,  the Company
        expensed  all  internal use  software  related  costs as  incurred.  The
        Company has identified and  capitalized  $3,035,000 of costs  associated
        with internal use software  during 1999 and is amortizing the applicable
        costs on a straight-line basis over a three year period. At December 31,
        1999,  the  unamortized  balance was $2,920,000 and is included in fixed
        assets.

        In June 1998, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of  Financial   Accounting  Standards  133,  "Accounting  for
        Derivative Instruments and Hedging Activities" (FAS 133).  Subsequently,
        in July 1999,  FASB issued FAS 137  "Deferral of the  Effective  Date of
        FASB  Statement  133".  The  adoption  date was delayed to fiscal  years
        beginning  after June 15, 2000. The Company is currently  evaluating the
        potential impact on its financial position.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    C.  Investments

        The Company has  classified  its fixed  maturity  investments  as either
        held-to-maturity  or   available-for-sale.   Investments  classified  as
        held-to-maturity  are  investments  that the Company has the ability and
        intent to hold to maturity.  Such  investments  are carried at amortized
        cost. Those investments which are classified as  available-for-sale  are
        carried at fair value and  changes  in  unrealized  gains and losses are
        reported as a component of other comprehensive income.

        The Company has classified its mutual fund  investments  held in support
        of a deferred compensation plan are available-for-sale. Such investments
        are carried at fair value and changes in unrealized gains and losses are
        reported as a component of other comprehensive income.

        Derivative  instruments are recorded  consistent with hedged items.  The
        Company hedges the market value  fluctuations of the guaranteed  minimum
        death benefit ("GMDB")  exposure  embedded in its policy reserves and as
        such,  the portion of the  derivative  instrument  which  constitutes an
        effective hedge is carried at market value. The cost associated with the
        portion of the instrument  which is not considered an effective hedge is
        amortized to investment income over the life of the instrument.

        Policy loans are carried at their unpaid principal balances.

        Realized gains and losses on disposal of  investments  are determined by
        the specific identification method and are included in revenues.

    D.  Derivative Instruments

        During the second quarter of 1999,  the Company's  agreement to reinsure
        substantially  all of its exposure on its GMDB  liability was terminated
        and the business was recaptured, as the reinsurer had recently announced
        its intention to exit this market. In response, the Company instituted a
        hedge program to effectively manage the market risk associated with GMDB
        reserve  fluctuations  using put options.  The cash  invested in the put
        options is at risk to the extent that the value of the underlying  index
        is less than the strike price at the exercise date. This would be offset
        by a corresponding decrease in the hedged GMDB exposure.

    E.  Cash Equivalents

        The Company considers all highly liquid time deposits,  commercial paper
        and money market mutual funds  purchased with a maturity of three months
        or less to be cash equivalents.

    F.  Fair Values of Financial Instruments

        The  methods  and  assumptions  used to  determine  the  fair  value  of
        financial instruments are as follows:

        Fair values of fixed  maturities with active markets are based on quoted
        market prices.  For fixed  maturities that trade in less active markets,
        fair values are obtained from an independent pricing service.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    F.  Fair Values of Financial Instruments (continued)

        Fair values of  investments  in mutual funds are based on quoted  market
        prices.

        The  fair  value  of the  portion  of the  derivative  instrument  which
        constitutes an effective  hedge is determined  based on current value of
        the underlying index.

        The carrying value of cash and cash equivalents  approximates fair value
        due to the short-term nature of these investments.

        The carrying value of short-term  borrowing  approximates fair value due
        to the short-term nature of these liabilities.

        Fair  values of  certain  financial  instruments,  such as  future  fees
        payable to parent and surplus notes are not readily determinable and are
        excluded from fair value disclosure requirements.

    G.  State Insurance Licenses

        Licenses  to do  business  in  all  states  have  been  capitalized  and
        reflected  at  the  purchase  price  of  $6,000,000   less   accumulated
        amortization.  The cost of the licenses is being amortized on a straight
        line basis over 40 years.

    H.  Income Taxes

        The Company is included in the  consolidated  federal  income tax return
        and combined state income tax return of an upstream company, Skandia AFS
        Development  Holding  Corporation  and certain of its  subsidiaries.  In
        accordance with the tax sharing agreement,  the federal and state income
        tax provisions  are computed on a separate  return basis as adjusted for
        consolidated items such as net operating loss carryforwards.

        Deferred   income  taxes  reflect  the  net  tax  effects  of  temporary
        differences  between the carrying  amounts of assets and liabilities for
        financial  reporting  purposes  and the  amounts  used  for  income  tax
        purposes.

    I.  Recognition of Revenue and Contract Benefits

        Revenues  for  variable  annuity  contracts  consist of charges  against
        contractowner   account   values  for  mortality   and  expense   risks,
        administration fees, surrender charges and an annual maintenance fee per
        contract.  Benefit reserves for variable annuity contracts represent the
        account value of the contracts and are included in the separate  account
        liabilities.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    I.  Recognition of Revenue and Contract Benefits (continued)

        Revenues for market value  adjusted fixed annuity  contracts  consist of
        separate  account  investment  income  reduced by benefit  payments  and
        changes in  reserves  in support of  contractowner  obligations,  all of
        which  are  included  in  return  credited  to  contractowners.  Benefit
        reserves  for  these  contracts  represent  the  account  value  of  the
        contracts,  and are included in the general  account  reserve for future
        contractowner  benefits to the extent in excess of the separate  account
        liabilities.

        Revenues for  immediate  annuity  contracts  without life  contingencies
        consist  of  net  investment  income.  Revenues  for  immediate  annuity
        contracts with life  contingencies  consist of single  premium  payments
        recognized as annuity considerations when received. Benefit reserves for
        these  contracts are based on the Society of Actuaries 1983 Table-a with
        assumed  interest rates that vary by issue year.  Assumed interest rates
        ranged from 6.25% to 8.25% at December 31, 1999 and 1998.

        Revenues  for  variable  life  insurance  contracts  consist  of charges
        against  contractowner  account  values for  mortality  and expense risk
        fees,  cost of insurance  fees,  taxes and  surrender  charges.  Certain
        contracts  also include  charges  against  premium to pay state  premium
        taxes.  Benefit reserves for variable life insurance contracts represent
        the account  value of the  contracts  and are  included in the  separate
        account liabilities.

    J.  Deferred Acquisition Costs

        The costs of acquiring new  business,  which vary with and are primarily
        related to the  production  of new business,  are being  deferred net of
        reinsurance.   These  costs  include  commissions,   costs  of  contract
        issuance, and certain selling expenses that vary with production.  These
        costs are being  amortized  generally in  proportion  to expected  gross
        profits  from  surrender  charges,  policy  and  asset  based  fees  and
        mortality   and  expense   margins.   This   amortization   is  adjusted
        retrospectively  and prospectively  when estimates of current and future
        gross profits to be realized from a group of products are revised.

        Details of the deferred  acquisition costs and related  amortization for
        the years ended December 31, are as follows:

<TABLE>
<CAPTION>

                           (in thousands)                        1999                    1998                  1997
                                                                 ----                    ----                  ----

<S>                                                              <C>                  <C>                    <C>
                  Balance at beginning of year                   $721,507              $546,703              $355,734
                                                                 --------              --------              --------

                  Acquisition costs deferred

                     during the year                              450,059               261,432               243,476

                  Acquisition costs amortized

                     during the year                              (83,861)              (86,628)              (52,507)
                                                                 ---------             --------              --------

                                                                  366,198               174,804               190,969
                                                                  -------               -------               -------

                  Balance at end of year                       $1,087,705              $721,507              $546,703
                                                               ==========              ========              ========
</TABLE>

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    K.  Reinsurance

        The Company cedes reinsurance under modified co-insurance  arrangements.
        These reinsurance arrangements provide additional capacity for growth in
        supporting the cash flow strain from the Company's  variable annuity and
        variable life  insurance  business.  The  reinsurance  is effected under
        quota share contracts.

        As noted in Note 2D,  the  Company  reinsured  its  exposure  to  market
        fluctuations  associated  with its GMDB liability in 1999,  1998 and the
        beginning of 1997. Under this reinsurance  agreement,  the Company ceded
        premiums  of  $2,945,000,  $5,144,000  and  $4,545,000;  received  claim
        reimbursements   of  $242,000,   $9,000  and  $46,000;   and,   recorded
        increases/(decreases)  in  reserves  of  ($2,763,000),   ($323,000)  and
        $918,000 in each of the three years, respectively.

        At December 31, 1999 and 1998,  in accordance  with the  provisions of a
        modified  coinsurance   agreement,   the  Company  accrued  $41,000  and
        $1,976,000,   respectively,   for  amounts   receivable  from  favorable
        reinsurance experience on a block of variable annuity business.

    L.  Translation of Foreign Currency

        The  financial  position  and  results of  operations  of the  Company's
        Mexican  subsidiary  are measured using local currency as the functional
        currency. Assets and liabilities of the subsidiary are translated at the
        exchange  rate in  effect at each  year-end.  Statements  of income  and
        shareholder's  equity  accounts  are  translated  at  the  average  rate
        prevailing during the year. Translation adjustments arising from the use
        of  differing  exchange  rates from  period to period are  reported as a
        component of other comprehensive income.

    M.  Separate Accounts

        Assets and  liabilities  in Separate  Accounts  are included as separate
        captions in the consolidated statements of financial condition. Separate
        Account  assets consist  principally of long term bonds,  investments in
        mutual funds,  short-term securities and cash and cash equivalents,  all
        of  which  are  carried  at fair  value.  The  investments  are  managed
        predominately  through  the  Company's  investment  advisory  affiliate,
        American Skandia Investment Services, Inc. ("ASISI"),  utilizing various
        fund managers as sub-advisors.  The remaining investments are managed by
        independent  investment  firms.  The  contractowner  has the  option  of
        directing  funds to a wide variety of mutual funds.  The investment risk
        on the variable portion of a contract is borne by the  contractowner.  A
        fixed option with a minimum guaranteed  interest rate is also available.
        The Company is  responsible  for the credit risk  associated  with these
        investments.

        Included  in  Separate   Account   liabilities  are   $896,205,000   and
        $771,195,000  at December 31, 1999 and 1998,  respectively,  relating to
        annuity contracts for which the contractowner is guaranteed a fixed rate
        of return.  Separate  Account assets of $896,205,000 and $771,195,000 at
        December 31, 1999 and 1998, respectively, consisting of long term bonds,
        short term  securities,  transfers due from the general account and cash
        and  cash  equivalents  which  are  held in  support  of  these  annuity
        contracts, pursuant to state regulation.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    N.  Estimates

        The  preparation  of financial  statements in conformity  with generally
        accepted  accounting  principles requires that management make estimates
        and   assumptions   that  affect  the  reported  amount  of  assets  and
        liabilities  at the date of the  financial  statements  and the reported
        amounts of revenues and expenses during the reporting  period.  The more
        significant   estimates   and   assumptions   are  related  to  deferred
        acquisition  costs and  involve  policy  lapses,  investment  return and
        maintenance expenses. Actual results could differ from those estimates.

3.  COMPREHENSIVE INCOME

    The  components  of  comprehensive  income,  net of tax, for the years ended
    December 31, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                           1999              1998           1997
                                                                           ----              ----           ----

<S>                                                                       <C>              <C>             <C>
         Net income                                                       $76,169          $34,767         $27,548
         Other comprehensive income:
            Unrealized investment gains/(losses) on
               available for sale securities                               (3,082)           2,751           1,288
            Reclassification adjustment for realized
               losses/(gains) included in investment income                (1,016)             138             (14)
                                                                           -------       ---------       ---------
            Net unrealized gains/(losses) on securities                    (4,098)           2,889           1,274

            Foreign currency translation                                      456              (22)            (22)
                                                                        ---------       ----------      ----------

         Other comprehensive income                                        (3,642)           2,867           1,252
                                                                         ---------        --------        --------

         Comprehensive income                                             $72,527          $37,634         $28,800
                                                                          =======          =======         =======
</TABLE>

    The components of accumulated other comprehensive  income, net of tax, as of
    December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                         1999                  1998
                                                                         ----                  ----

<S>                                                                      <C>                   <C>
         Unrealized investment gains                                     ($255)                $3,843
         Foreign currency translation                                      148                   (308)
                                                                        ------                -------

         Accumulated other comprehensive income                          ($107)                $3,535
                                                                         ======                ======
</TABLE>

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

4.  INVESTMENTS

    The amortized cost, gross  unrealized  gains/losses and estimated fair value
    of available-for-sale  and held-to-maturity fixed maturities and investments
    in  mutual  funds as of  December  31,  1999 and 1998 are shown  below.  All
    securities held at December 31, 1999 and 1998 were publicly traded.

    Investments  in fixed  maturities  as of December 31, 1999  consisted of the
    following:

<TABLE>
<CAPTION>

                  (in thousands)                                     Held-to-Maturity

                                                                 Gross               Gross
                                           Amortized          Unrealized          Unrealized             Fair
                                             Cost                Gains              Losses               Value

<S>                                      <C>                   <C>               <C>                   <C>
         U.S. Government

            obligations                      $1,105                $  -             $ (1)                $1,104

         Corporate securities                 2,255                   -              (15)                 2,240
                                              -----                ----             -----               -------

            Totals                           $3,360                $  -             $(16)                $3,344
                                             ======                ====             =====                ======



                  (in thousands)                                     Available-for-Sale

                                                                 Gross               Gross
                                           Amortized          Unrealized          Unrealized             Fair
                                             Cost                Gains              Losses               Value

         U.S. Government

            obligations                   $  81,183                $  -           $ (678)             $  80,505

         Obligations of
            state and political
            subdivisions                        253                                   (3)                   250

         Corporate securities               121,859                   -           (4,449)               117,410
                                          ---------                ----            ------             ---------

            Totals                         $203,295                $  -         $ (5,130)              $198,165
                                           ========                ====         =========              ========


         The amortized cost and fair value of fixed  maturities,  by contractual
         maturity, at December 31, 1999 are shown below.

                  (in thousands)                        Held-to-Maturity                  Available-for-Sale
                                                        ----------------                  ------------------

                                                    Amortized          Fair             Amortized           Fair
                                                      Cost             Value              Cost              Value

         Due in one year or less                      $3,107          $3,097       $           -  $           -

         Due after one through five years                253             247             130,284            128,250

         Due after five through ten years                  -               -              73,011             69,915
                                                  ----------      ----------          ----------         ----------

               Total                                  $3,360          $3,344            $203,295           $198,165
                                                      ======          ======            ========           ========

</TABLE>

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

4.  INVESTMENTS (continued)

    Investments  in fixed  maturities  as of December 31, 1998  consisted of the
    following:

<TABLE>
<CAPTION>

                  (in thousands)                       Held-to-Maturity

                                                                    Gross               Gross
                                            Amortized            Unrealized          Unrealized             Fair
                                              Cost                  Gains              Losses               Value
                                              ----                  -----              ------               -----

<S>                                           <C>                    <C>                   <C>               <C>
         U.S. Government

            obligations                       $3,774                 $57                   $-                $3,831

         Obligations of
            state and political
            subdivisions                           -                   -                    -                     -

         Corporate

            securities                         4,515                  34                    -                 4,549
                                             -------                ----                  ---               -------

               Totals                         $8,289                 $91                  $ -                $8,380
                                              ======                 ===                  ===                ======


                  (in thousands)                       Available for Sale

                                                                    Gross               Gross
                                            Amortized            Unrealized          Unrealized             Fair
                                              Cost                  Gains              Losses               Value
                                              ----                  -----              ------               -----

         U.S. Government

            obligations                     $ 17,399              $  678                 $  -             $  18,077

         Obligations of
            state and political

            subdivisions                         253                   7                    -                   260

         Corporate

            securities                       117,774               5,160                 (76)               122,858
                                           ---------             -------              -------            ----------

               Totals                       $135,426              $5,845               $ (76)              $141,195
                                            ========              ======               ======              ========


         Proceeds from sales of fixed maturities during 1999, 1998 and 1997 were
         $32,196,000,  $999,000,  and  $5,056,000,  respectively.  Proceeds from
         maturities during 1999, 1998 and 1997 were $4,030,000,  $3,050,000, and
         $5,700,000, respectively.

</TABLE>
<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

4.  INVESTMENTS (continued)

    The cost,  gross  unrealized  gains/losses  and fair value of investments in
    mutual funds at December 31, 1999 and 1998 are shown below:

<TABLE>
<CAPTION>

                  (in thousands)                                 Gross             Gross
                                                              Unrealized        Unrealized              Fair
                                             Cost                Gains            Losses                Value

<S>      <C>                               <C>                  <C>              <C>                  <C>
         1999                              $11,667              $4,763           $ (26)               $16,404
                                           =======              ======           ======               =======

         1998                               $8,068                $416          $ (274)                $8,210
                                            ======                ====          =======                ======


     Net realized  investment gains (losses) were as follows for the years ended
     December 31:

                  (in thousands)                                  1999                  1998                1997
                                                                ------                  ----                ----

         Fixed maturities:
           Gross gains                                        $    253                 $    -              $  10
           Gross losses                                           (228)                    (1)                -
         Investment in mutual funds:
           Gross gains                                             990                    281                116
           Gross losses                                           (437)                  (181)               (39)
                                                               -------                 ------             ------

         Totals                                                 $  578                  $  99              $  87
                                                                ======                  =====              =====
</TABLE>
<TABLE>
<CAPTION>

5.  NET INVESTMENT INCOME

    The sources of net investment  income for the years ended December 31, 1999,
    1998 and 1997 were as follows:

                  (in thousands)                                1999                   1998                1997
                                                                ----                   ----                ----

<S>                                                            <C>                   <C>                  <C>
         Fixed maturities                                      $ 9,461               $  8,534             $6,617
         Cash and cash equivalents                               2,159                  1,717              1,153
         Investment in mutual funds                                 32                  1,013                554
         Policy loans                                               31                     45                 28
         Derivative Instruments                                 (1,036)                     -                  -
                                                             ---------             ----------          ---------

         Total investment income                                10,647                 11,309              8,352
         Investment expenses                                       206                    179                171
                                                            ----------             ----------           --------

         Net investment income                                 $10,441                $11,130             $8,181
                                                               =======                =======             ======
</TABLE>

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

6.  INCOME TAXES

    The  significant  components  of income  tax  expense  for the  years  ended
    December 31 were as follows:

<TABLE>
<CAPTION>

                (in thousands)                                 1999                  1998                  1997
                                                               ----                  ----                  ----

<S>                                                           <C>                   <C>                   <C>
         Current tax expense                                  $41,248               $22,384               $20,108

         Deferred tax benefit                                 (10,904)              (14,230)               (9,630)
                                                              --------             --------             ---------

         Total income tax expense                             $30,344              $  8,154               $10,478
                                                              =======              ========               =======
</TABLE>

         The tax effects of significant items comprising the Company's  deferred
         tax balance as of December 31, 1999 and 1998, are as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                         1999                         1998
                                                                         ----                         ----

         Deferred tax liabilities:
<S>                                                                    <C>                         <C>
             Deferred acquisition costs                                ($321,873)                  ($210,731)
             Payable to reinsurers                                       (26,733)                    (25,585)
             Policy fees                                                  (1,146)                       (859)
             Net unrealized gains                                            (80)                     (2,069)
                                                                    ------------                 -----------

             Total                                                      (349,832)                   (239,244)
                                                                        --------                   ---------

         Deferred tax assets:
             Net separate account liabilities                            333,521                     225,600
             Future contractowner benefits                                 3,925                      13,128
             Other reserve differences                                    39,645                      25,335
             Deferred compensation                                        18,844                       9,619
             Surplus notes interest                                        5,030                       3,375
             Foreign exchange translation                                    137                         166
             Other                                                           456                         882
                                                                     -----------                ------------
             Total                                                       401,558                     278,105
                                                                        --------                   ---------

             Income tax receivable - deferred                          $  51,726                   $  38,861
                                                                       =========                   =========
</TABLE>

         Management  believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will  produce  sufficient  taxable  income in the future to realize its
         deferred tax asset.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

6.  INCOME TAXES (continued)

    The income tax expense was  different  from the amount  computed by applying
    the federal  statutory  tax rate of 35% to pre-tax  income  from  continuing
    operations as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                    1999               1998                 1997
                                                                    ----               ----                 ----

<S>                                                             <C>                 <C>                <C>
         Income (loss) before taxes
             Domestic                                             $109,036             $45,435             $39,464
             Foreign                                                (2,523)             (2,514)             (1,438)
                                                                 ----------          ---------           ---------
             Total                                                 106,513              42,921              38,026

             Income tax rate                                            35%                 35%                 35%
                                                                 ---------           ---------           ---------

         Tax expense at federal
             statutory income tax rate                              37,280              15,022              13,309

         Tax effect of:
             Dividend received deduction                            (9,572)             (9,085)             (4,585)
             Losses of foreign subsidiary                              883                 880                 503
             Meals and entertainment                                   664                 487                 340
             State income taxes                                      1,071                 673                 577
             Other                                                      18                 177                 334
                                                                 ---------            --------             -------

         Income tax expense                                      $  30,344            $  8,154             $10,478
                                                                 =========            ========             =======
</TABLE>

7.  RECEIVABLE FROM/PAYABLE TO AFFILIATES

    Certain  operating  costs  (including  personnel,  rental of  office  space,
    furniture,  and  equipment)  have been  charged  to the  Company  at cost by
    American Skandia Information Services and Technology  Corporation ("ASIST"),
    an affiliated company; and likewise, the Company has charged operating costs
    to ASISI.  The total cost to the Company  for these  items was  $11,136,000,
    $7,722,000,  and $5,572,000 for the years ended December 31, 1999,  1998 and
    1997,  respectively.   Income  received  for  these  items  was  $3,919,000,
    $1,355,000 and  $3,225,000  for the years ended December 31, 1999,  1998 and
    1997, respectively.

    The Company had a $10 million short-term loan payable to ASI at December 31,
    1999 and  1998.  The total  interest  expense  thereon  to the  Company  was
    $585,000,  $622,000 and $642,000 for the years ended December 31, 1999, 1998
    and 1997 respectively, of which $182,000 was payable as of December 31, 1999
    and 1998.

    Beginning  in  1999,   the  Company  was   reimbursed  by  ASM  for  certain
    distribution  related costs associated with the sales of business through an
    investment firm where ASM serves as an introducing broker dealer. Under this
    agreement,  the expenses reimbursed in 1999 were $1,441,000.  As of December
    31,1999, amounts receivable under this agreement were $245,000.

    As of December  31,1999,  the Company had received  $71,000,000  from ASI in
    advance of the sale of certain  rights to receive  future fees and  contract
    charges. This sale is expected to be completed in the first quarter of 2000.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

8.  FUTURE FEES PAYABLE TO PARENT

    In a series of  transactions  with ASI, the Company  sold certain  rights to
    receive future fees and contract charges expected to be realized on variable
    portions of designated blocks of deferred annuity  contracts.  The effective
    dates and issue periods these transactions cover are as follows:

<TABLE>
<CAPTION>

                                   Closing           Effective           Contract Issue
               Transaction           Date              Date                  Period

<S>                <C>             <C>                <C>             <C>          <C>
                   1996-1           12/16/96            9/1/96         1/1/94   -   6/30/96
                   1997-1            7/23/97            6/1/97         3/1/96   -   4/30/97
                   1997-2           12/30/97           12/1/97         5/1/95   -  12/31/96
                   1997-3           12/30/97           12/1/97         5/1/96   -  10/31/97
                   1998-1            6/30/98            6/1/98         1/1/97   -   5/31/98
                   1998-2           11/10/98           10/1/98         5/1/97   -   8/31/98
                   1998-3           12/30/98           12/1/98         7/1/96   -  10/31/98
                   1999-1            6/23/99            6/1/99         4/1/94   -   4/30/99
                   1999-2           12/14/99           10/1/99        11/1/98   -   7/31/99
</TABLE>

    In connection with these transactions,  ASI issued collateralized notes in a
    private placement which are secured by the rights to receive future fees and
    charges purchased from the Company.

    Under the terms of the Purchase Agreements,  the rights sold provide for ASI
    to receive a percentage (80% or 100% depending on the underlying  commission
    option) of future  mortality  and expense  charges and  contingent  deferred
    sales charges, after reinsurance, expected to be realized over the remaining
    surrender charge period of the designated contracts (6 to 8 years).

    The Company did not sell the right to receive  future fees and charges after
    the expiration of the surrender charge period.

    The proceeds  from the sales have been recorded as a liability and are being
    amortized  over the  remaining  surrender  charge  period of the  designated
    contracts using the interest method.  The present values of the transactions
    as of the respective effective date were as follows:

<TABLE>
<CAPTION>

                                                                                       Present
         (in thousands)           Transaction             Discount Rate                 Value
                                  -----------             -------------                 -----

<S>                                 <C>                      <C>                      <C>
                                    1996-1                    7.5%                     $50,221
                                    1997-1                    7.5%                      58,767
                                    1997-2                    7.5%                      77,552
                                    1997-3                    7.5%                      58,193
                                    1998-1                    7.5%                      61,180
                                    1998-2                    7.0%                      68,573
                                    1998-3                    7.0%                      40,128
                                    1999-1                    7.5%                     120,632
                                    1999-2                    7.5%                     145,078
</TABLE>

         Payments  representing  fees and  charges  in the  aggregate  amount of
         $131,420,000,  $69,226,000 and $22,250,000  were made by the Company to
         the  Parent  for the years  ended  December  31,  1999,  1998 and 1997,
         respectively. Related interest expense of $52,840,000,  $22,978,000 and
         $6,842,000  has been  included in the statement of income for the years
         ended December 31, 1999, 1998 and 1997, respectively.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

8.  FUTURE FEES PAYABLE TO PARENT (continued)

    Expected  payments of future fees payable to ASI as of December 31, 1999 are
    as follows:

<TABLE>
<CAPTION>

                                            Year Ended

          (in thousands)                    December 31,                     Amount
                                            -----------                      ------

<S>                                            <C>                          <C>
                                               2000                         $103,975
                                               2001                          107,262
                                               2002                          106,491
                                               2003                           97,550
                                               2004                           78,512
                                               2005                           51,839
                                               2006                           25,712
                                               2007                            4,693
                                                                           ---------
                                              Total                         $576,034
</TABLE>

         The  Commissioner  of the State of Connecticut has approved the sale of
         future fees and charges; however, in the event that the Company becomes
         subject to an order of liquidation or rehabilitation,  the Commissioner
         has the  ability  to stop the  payments  due to the  Parent  under  the
         Purchase Agreement subject to certain terms and conditions.

9.       LEASES

         The Company leases office space under a lease agreement  established in
         1989  with  ASIST.  The  lease  expense  for  1999,  1998  and 1997 was
         $5,003,000,  $3,588,000  and  $2,428,000  respectively.  Future minimum
         lease payments per year and in aggregate as of December 31, 1999 are as
         follows:

         (in thousands)             2000                               $  7,004
                                    2001                                  7,004
                                    2002                                  6,854
                                    2003                                  6,756
                                    2004                                  6,929
                                    2005 and thereafter                  51,865
                                                                       --------

                                    Total                               $86,412
                                                                        =======


10.      RESTRICTED ASSETS

         To comply with certain state insurance departments'  requirements,  the
         Company maintains cash, bonds and notes on deposit with various states.
         The  carrying  value of  these  deposits  amounted  to  $4,868,000  and
         $3,747,000  as of December  31,  1999,  and 1998,  respectively.  These
         deposits  are  required  to  be  maintained   for  the   protection  of
         contractowners within the individual states.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

11.      RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         On November 8, 1999,  the Board of Directors  authorized the Company to
         increase the par value of its capital  stock from $80 per share to $100
         per share in order to comply with minimum capital levels as required by
         the California Department of Insurance.  This transaction resulted in a
         corresponding  decrease in paid in and contributed  surplus of $500,000
         and had no effect on capital and surplus.

         Statutory basis shareholder's  equity was $286,385,000 and $285,553,000
         at December 31, 1999 and 1998, respectively.

         The  statutory  basis  net  loss  was   $17,672,000,   $13,152,000  and
         $8,970,000  for the  years  ended  December  31,  1999,  1998 and 1997,
         respectively.

         Under various state  insurance  laws,  the maximum  amount of dividends
         that can be paid to  shareholders  without prior  approval of the state
         insurance  department is subject to restrictions  relating to statutory
         surplus and net gain from operations.  At December 31, 1999, no amounts
         may be distributed without prior approval.

12.      EMPLOYEE BENEFITS

         The Company has a 401(k) plan for which substantially all employees are
         eligible. Under this plan, the Company contributes 3% of salary for all
         participating  employees and matches  employee  contributions  at a 50%
         level  up  to  an   additional   3%   Company   contribution.   Company
         contributions  to  this  plan  on  behalf  of  the  participants   were
         $3,164,000,  $2,115,000 and $1,220,000 for the years ended December 31,
         1999, 1998 and 1997, respectively.

         The Company has a deferred compensation plan, which is available to the
         internal  field   marketing   staff  and  certain   officers.   Company
         contributions to this plan on behalf of the participants were $193,000,
         $342,000 and $270,000 for the years ended  December 31, 1999,  1998 and
         1997, respectively.

         The Company and an affiliate  cooperatively have a long-term  incentive
         program  under which units are awarded to executive  officers and other
         personnel. The Company also has a profit sharing program which benefits
         all  employees  below the  officer  level.  These  programs  consist of
         multiple  plans  with  new  plans  instituted  each  year.   Generally,
         participants  must remain  employed by the Company or its affiliates at
         the time such units are payable in order to receive any payments  under
         the  program.  The accrued  liability  representing  the value of these
         units was $42,619,000 and $21,372,000 as of December 31, 1999 and 1998,
         respectively.  Payments under this plan were $4,079,000, $2,407,000 and
         $1,119,000  for the years ended  December  31,  1999,  1998,  and 1997,
         respectively.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

13.      REINSURANCE

         The effect of reinsurance  for the years ended December 31, 1999,  1998
         and 1997 is as follows:

         (in thousands)                                   1999
                                                          ----
<TABLE>
<CAPTION>
                             Annuity and Life        Annuity and Life
                                 Insurance               Insurance             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners

         <S>                     <C>                         <C>                  <C>
         Gross                   $326,670                    $315                 ($1,397)
         Ceded                    (36,681)                  2,763                    (242)
                                 --------                  ------                 --------
         Net                     $289,989                  $3,078                 ($1,639)
                                 ========                  ======                 ========


                                                          1998
                                                          ----

                             Annuity and Life        Annuity and Life
                                 Insurance               Insurance             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners

         Gross                   $215,425                 $   691                 ($8,921)
         Ceded                    (29,214)                    362                      (9)
                                 --------                  ------                 --------
         Net                     $186,211                  $1,053                 ($8,930)
                                 ========                  ======                 ========


                                                          1997
                                                          ----

                             Annuity and life        Annuity and Life
                                 Insurance               Insurance             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners

         Gross                   $144,417                    $955                 ($1,972)
         Ceded                    (23,259)                   (918)                    (46)
                                 --------                   -----                 --------
         Net                     $121,158                   $  37                 ($2,018)
                                 ========                   =====                 ========
</TABLE>

         Such ceded  reinsurance does not relieve the Company of its obligations
         to  policyholders.  The Company remains liable to its policyholders for
         the portion  reinsured to the extent that any  reinsurer  does not meet
         its obligations assumed under the reinsurance agreements.

<PAGE>

                   AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
         (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

14.      SURPLUS NOTES

The      Company has issued  surplus  notes to its Parent in exchange  for cash.
         Surplus  notes  outstanding  as of  December  31, 1999 and 1998 were as
         follows:

<TABLE>
<CAPTION>

              (in thousands)
                                                                                            Interest for the
                                        Interest          1999          1998           Years Ended December 31,
              Issue Date                  Rate          Amount         Amount        1999         1998        1997
              ----------                  ----          ------         ------        ----         ----        ----

         <S>                              <C>           <C>           <C>             <C>         <C>         <C>
         December 29, 1993                6.84%                -             -             -        1,387       1,387
         February 18, 1994                7.28%           10,000        10,000           738          738         738
         March 28, 1994                   7.90%           10,000        10,000           801          801         801
         September 30, 1994               9.13%           15,000        15,000         1,389        1,389       1,389
         December 28, 1994                9.78%                -        14,000         1,308        1,388       1,388
         December 19, 1995                7.52%           10,000        10,000           762          762         762
         December 20, 1995                7.49%           15,000        15,000         1,139        1,139       1,139
         December 22, 1995                7.47%            9,000         9,000           682          682         682
         June 28, 1996                    8.41%           40,000        40,000         3,411        3,411       3,411
         December 30, 1996                8.03%           70,000        70,000         5,698        5,699       5,699

         Total                                          $179,000      $193,000       $15,928      $17,396     $17,396
                                                        ========      ========       =======      =======     =======
</TABLE>

         The surplus note for $14,000,000  dated December 28, 1994 was converted
         to additional  paid-in capital on December 10, 1999. A surplus note for
         $20,000,000 dated December 29, 1993 was converted to additional paid-in
         capital on December 31, 1998. All surplus notes mature seven years from
         the issue date.

         Payment of  interest  and  repayment  of  principal  for these notes is
         subject to certain  conditions  and require  approval by the  Insurance
         Commissioner  of the State of  Connecticut.  At  December  31, 1999 and
         1998, $14,372,000 and $9,644,000,  respectively, of accrued interest on
         surplus notes was not approved for payment under these criteria.

15.      SHORT-TERM BORROWING

         The Company had a $10 million  short-term loan payable to the Parent at
         December 31, 1999 and 1998. The total  interest  expense to the Company
         was  $585,000,  $622,000 and $642,000 and for the years ended  December
         31, 1999, 1998 and 1997,  respectively,  of which $197,000 and $182,000
         was payable as of December 31, 1999 and 1998, respectively.

16.      CONTRACT WITHDRAWAL PROVISIONS

         Approximately  99% of the Company's  separate  account  liabilities are
         subject to discretionary  withdrawal by  contractowners at market value
         or with market  value  adjustment.  Separate  account  assets which are
         carried at fair value are  adequate to pay such  withdrawals  which are
         generally  subject  to  surrender  charges  ranging  from 10% to 1% for
         contracts held less than 10 years.

<PAGE>

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

17.      SEGMENT REPORTING

         During 1998, to complement its annuity  products,  the Company launched
         specific  marketing and operational  activities  towards the release of
         variable life insurance and qualified retirement plan annuity products.
         Assets under  management and sales for the products other than variable
         annuities  have not been  significant  enough to warrant  full  segment
         disclosures as required by SFAS 131,  "Disclosures about Segments of an
         Enterprise and Related Information."

18.      SUBSEQUENT EVENT

         On March 22, 2000,  the Company sold certain  rights to receive  future
         fees and contract charges expected to be received on variable  portions
         of deferred annuity contracts issued between August 1, 1999 and January
         31, 2000. This transaction is the latest in a series of agreements with
         ASI, as described in Note 8.

         This  transaction  has an effective date of March 22, 2000. The present
         value as of this date, discounted at 7.5%, was $171,781,000.

<PAGE>

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

             Notes to Consolidated Financial Statements (continued)

19.      QUARTERLY FINANCIAL DATA (UNAUDITED)

         The  following  table  summarizes  information  with  respect  to  the
         operations of the Company on a quarterly basis:

<TABLE>
<CAPTION>

                   (in thousands)                                            Three months Ended
                                                                             ------------------
                                                     March 31          June 30      September 30       December 31
                                                     --------          -------      ------------       -----------
                       1999
         Premiums and other insurance
         <S>                                          <C>               <C>              <C>              <C>
            revenues                                   $78,412           $88,435          $97,955          $111,540
         Net investment income                           2,654             2,842            2,735             2,210
         Net realized capital gains                        295                25              206                52
                                                    ----------       -----------       ----------       -----------
         Total revenues                                 81,361            91,302          100,896           113,802

         Benefits and expenses                          64,107            67,803           71,597            77,341
                                                      --------          --------         --------          --------

         Pre-tax net income                             17,254            23,499           29,299            36,461

         Income taxes                                    3,844             7,142            7,898            11,460
                                                     ---------         ---------        ---------           -------

         Net income                                   $ 13,410          $ 16,357         $ 21,401           $25,001
                                                      ========          ========         ========           =======


                                  1998

         Premiums and other insurance
            revenues                                   $50,593           $57,946          $62,445           $67,327
         Net investment income                           3,262             2,410            2,469             2,989
         Net realized capital gains (losses)               156                13              (46)              (24)
                                                    ----------       -----------      -----------       -----------
         Total revenues                                 54,011            60,369           64,868            70,292

         Benefits and expenses                          46,764            42,220           48,471            69,164
                                                      --------          --------         --------          --------

         Pre-tax net income                              7,247            18,149           16,397             1,128

         Income taxes                                    1,175             4,174            2,223               582
                                                     ---------         ---------         --------         ---------

         Net income                                   $  6,072           $13,975          $14,174          $    546
                                                      ========           =======          =======          ========


                       1997
         Premiums and other insurance
            revenues                                   $30,186           $34,056          $41,102           $44,402
         Net investment income                           1,369             2,627            2,031             2,154
         Net realized capital gains                         20                43               21                 3
                                                   -----------       -----------      -----------      ------------
         Total revenues                                 31,575            36,726           43,154            46,559

         Benefits and expenses                          18,319            30,465           31,179            40,025
                                                      --------          --------         --------          --------

         Pre-tax net income                             13,256             6,261           11,975             6,534

         Income taxes                                    4,260             2,614            3,354               250
                                                     ---------         ---------        ---------        ----------

         Net income                                   $  8,996          $  3,647         $  8,621          $  6,284
                                                      ========          ========         ========          ========


</TABLE>



<PAGE>


VIA-G (Class 8)


                                     PART C

                                OTHER INFORMATION


<PAGE>


<TABLE>
<CAPTION>
Item 24.  Financial Statements and Exhibits:

<S>     <C>                <C>                                                                   <C>
(a)      All financial statements are included in Parts A & B of this Registration Statement.

(b)      Exhibits are attached as indicated.

         (1)      Copy of the resolution of the board of directors of Depositor  authorizing the  establishment  of
                  the  Registrant  for Separate  Account B filed via EDGAR with  Post-Effective  Amendment No. 6 to
                  Registration Statement No. 33-87010, filed March 2, 1998.

         (2)      Not applicable.  American Skandia Life Assurance Corporation maintains custody of all assets.

         (3)       (a)  Form  of  revised  Principal   Underwriting   Agreement
                         between American Skandia Life Assurance Corporation and
                         American  Skandia  Marketing,  Incorporated,   formerly
                         known as Skandia  Life Equity Sales  Corporation  filed
                         via  EDGAR  with  Post-Effective  Amendment  No.  6  to
                         Registration  Statement  No.  33-87010,  filed March 2,
                         1998.

                    (b)  Form of Revised Dealer  Agreement  filed via EDGAR with
                         Post-Effective   Amendment   No.   7  to   Registration
                         Statement No. 33-87010, filed April 24, 1998.

         (4)        (a)  Copy of the Form of  Annuity  Contract  filed via EDGAR
                         with Pre-Effective Amendment No. 1 to this Registration
                         Statement No. 333-91633, filed April 28, 2000

                    (b)  Copy of Required Minimum Distribution Endorsement filed
                         via  EDGAR in the  Initial  Registration  Statement  to
                         Registration  Statement No.  333-93775,  filed December
                         29, 1999.


         (5)      A copy of the application form used with the Annuity filed via
                  EDGAR with Pre-Effective  Amendment No. 1 to this Registration
                  Statement No. 333-91633, filed April 28, 2000.


         (6)        (a)  Copy of the  certificate of  incorporation  of American
                         Skandia Life Assurance Corporation filed via EDGAR with
                         Post-Effective   Amendment   No.   6  to   Registration
                         Statement No. 33-87010, filed March 2, 1998.

                    (b)  Copy of the By-Laws of American  Skandia Life Assurance
                         Corporation   filed  via  EDGAR   with   Post-Effective
                         Amendment No. 6 to Registration Statement No. 33-87010,
                         filed March 2, 1998.

         (7)      Annuity Reinsurance Agreements between Depositor and:

                  (a)      Transamerica   Occidental   Life  Assurance   Company
                           effective   May  1,   1995,   filed  via  EDGAR  with
                           Post-effective   Amendment  No.  3  to   Registration
                           Statement No. 33-87010, filed April 25, 1996.

                  (b)      PaineWebber Life Insurance  Company effective January
                           1,  1995,   filed  via  EDGAR   with   Post-effective
                           Amendment  No.  3  to   Registration   Statement  No.
                           33-87010, filed April 25, 1996.

                  (c)      Connecticut  General Life Insurance Company effective
                           January 1, 1995, filed via EDGAR with  Post-effective
                           Amendment  No.  3  to   Registration   Statement  No.
                           33-87010, filed April 25, 1996.

<PAGE>


         (8)      Agreements between Depositor and:

                  (a)      American   Skandia   Trust   filed  via  EDGAR   with
                           Post-Effective   Amendment  No.  4  to   Registration
                           Statement No.  33-87010,  filed February 25, 1997 (At
                           such time, what later became  American  Skandia Trust
                           was known as the Henderson Global Asset Trust).






                  (b)      Evergreen Variable Annuity Trust filed via EDGAR with
                           Post-Effective   Amendment  No.  9  to   Registration
                           Statement No. 33-87010.





         (9)      Opinion and Consent of Counsel.                               FILED HEREWITH

         (10)     Consent of Ernst & Young LLP                                  FILED HEREWITH

         (11)     Not applicable.

         (12)     Not applicable.

         (13)     Calculation of Performance  Information  for  Advertisement  of Performance  filed via EDGAR with
                  Post-effective Amendment No. 12 to Registration Statement No. 33-44436, filed
                  April 29, 1996.

(14)     Financial Data Schedule
</TABLE>

Item 25. Directors and Officers of the Depositor:  The Directors and Officers of
the Depositor are as follows:

Our executive officers, directors and certain significant employees, their ages,
positions with us and principal occupations are indicated below. The immediately
preceding  work  experience is provided for officers that have not been employed
by us or an affiliate for at least five years as of the date of this Prospectus.


<TABLE>
<CAPTION>
Name/                                                         Position with American Skandia
Age                                                           Life Assurance Corporation                        Principal Occupation

<S>                                                           <C>                                    <C>
Patricia J. Abram                                             Senior Vice President                            Senior Vice President
48                                                                                                       and National Sales Manager,
                                                                                                                      Variable Life:
                                                                                                                   American Skandia
                                                                                                             Marketing, Incorporated

Ms. Abram  joined us in 1998.  She  previously  held the position of Senior Vice
President,  Chief Marketing Officer with Mutual Service  Corporation.  Ms. Abram
was employed there since 1982.

Lori Allen                                                    Vice President                                         Vice President:
30                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Kimberly Anderson                                             Vice President                                         Vice President,
33                                                                                                           National Sales Manager/
                                                                                                                    Qualified Plans:
                                                                                            American Skandia Marketing, Incorporated

Robert M. Arena                                               Vice President                                         Vice President:
31                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr. Arena joined us in 1995. He previously held an internship position with KPMG
Peat  Marwick in 1994 and the position of Group Sales  Representative  with Paul
Revere Insurance from October, 1990 to August, 1993.

Gordon C. Boronow                                             President and                                            President and
47                                                            Deputy Chief Executive Officer         Deputy Chief Executive Officer:
                                                              Director (since July, 1991)                      American Skandia Life
                                                                                                               Assurance Corporation

Robert W. Brinkman                                            Senior Vice President                           Senior Vice President,
35                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Malcolm M. Campbell                                           Director (since July, 1991)                 Director of Operations and
44                                                                                                     Chief Actuary, Assurance and
                                                                                                        Financial Services Division:
                                                                                                      Skandia Insurance Company Ltd.

Jan R. Carendi                                                Chief Executive                    Senior Executive Vice President and
55                                                            Officer and                      Member of Executive Management Group:
                                                              Chairman of the                         Skandia Insurance Company Ltd.
                                                              Board of Directors
                                                              Director (since May, 1988)

Carl Cavaliere                                                Vice President                                         Vice President:
37                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr.  Cavaliere joined us in 1998. He previously held the position of Director of
Operations with Aetna, Inc. since 1989.

Y.K. Chan                                                     Senior Vice President                            Senior Vice President
42                                                                                                    and Chief Information Officer:
                                                                                                        American Skandia Information
                                                                                                 Services and Technology Corporation

Mr. Chan joined us in 1999. He previously held the position of Chief Information
Officer  with E.M.  Warburg  Pincus from  January  1995 until April 1999 and the
position of Vice President,  Client Server Application Development with Scudder,
Stevens and Clark from January 1991 until January 1995.

Lucinda C. Ciccarello                                         Vice President                           Vice President, Mutual Funds:
41                                                                                                                 American Skandia
                                                                                                             Marketing, Incorporated

Ms.  Ciccarello joined us in 1997. She previously held the position of Assistant
Vice President with Phoenix Duff & Phelps since 1984.

Lincoln R. Collins                                            Senior Vice President                           Senior Vice President:
39                                                            Director (since February, 1996)                  American Skandia Life
                                                                                                               Assurance Corporation

Tim Cronin                                                    Vice President                                         Vice President:
34                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr. Cronin joined us in 1998. He previously held the position of  Manager/Client
Investor with Columbia Circle Investors since 1995.

Henrik Danckwardt                                             Director (since July, 1991)                        Director of Finance
46                                                                                                               and Administration,
                                                                                                             Assurance and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

Harold Darak                                                  Vice President                                         Vice President:
39                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr.   Darak   joined  us  in  1999.   He   previously   held  the   position  of
Consultant/Senior Manager with Deloitte & Touche since 1998 and the positions of
Second  Vice  President  with The  Guardian  since 1996 and The  Travelers  from
October, 1982 until December, 1995.

Wade A. Dokken                                                Deputy Chief Executive Officer                           DCEO and COO:
40                                                            and Chief Operating Officer                      American Skandia Life
                                                              Director (since July, 1991)                      Assurance Corporation


Elaine C. Forsyth                                             Vice President                                         Vice President:
38                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Larisa Gromyko                                                Director, Insurance Compliance         Director, Insurance Compliance:
53                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Maureen Gulick                                                Director, Business Operations           Director, Business Operations:
37                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Berthann Jones                                                Vice President                                         Vice President:
45                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Jones  joined  us in  1997.  She  previously  held  the  position  of  Vice
President/Trust  Officer with Ridgefield Bank since 1996 and Manager with Wright
Investors Service since 1993.

Ian Kennedy                                                   Senior Vice President                           Senior Vice President,
52                                                                                                                 Customer Service:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Mr. Ian Kennedy  joined us in 1998. He previously was  self-employed  since 1996
and held the position of Vice President, Customer Service with SunLife of Canada
from September, 1968 to August, 1995.

T. Richard Kennedy                                            General Counsel and                                   General Counsel:
65                                                            Director (since March, 2000)                     American Skandia Life
                                                                                                               Assurance Corporation

Mr. T. Richard  Kennedy  joined us in 1999. He previously  was Managing  Partner
with the law firm of Werner & Kennedy.

N. David Kuperstock                                           Vice President                                         Vice President:
48                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Thomas M. Mazzaferro                                          Executive Vice President and              Executive Vice President and
47                                                            Chief Financial Officer,                      Chief Financial Officer:
                                                              Director (since September, 1994)                 American Skandia Life
                                                                                                               Assurance Corporation

Gunnar J. Moberg                                              Director (since October, 1994)         Director - Marketing and Sales,
45                                                                                                          Assurances and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

David R. Monroe                                               Senior Vice President,                          Senior Vice President,
38                                                            Treasurer and                                            Treasurer and
                                                              Corporate Controller                             Corporate Controller:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Monroe joined us in 1996. He  previously  held  positions of Assistant  Vice
President at Allmerica Financial since 1994.

Michael A. Murray                                             Senior Vice President                                  Vice President,
31                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Brian O'Connor                                                Vice President                                         Vice President,
35                                                                                                           National Sales Manager,
                                                                                                               Internal Wholesaling:
                                                                                                                    American Skandia

                                                                                                             Marketing, Incorporated

M. Patricia Paez                                              Vice President                                         Chief of Staff:
39                                                                                                            American Skandia, Inc.

Polly Rae                                                     Vice President                                         Vice President:
37                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Rebecca Ray                                                   Vice President                                         Vice President:
44                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Ray  joined us in 1999.  She  previously  held the  position  of First Vice
President with Prudential  Securities since 1997 and Vice President with Merrill
Lynch since 1995.

Rodney D. Runestad                                            Vice President                                         Vice President:
50                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Hayward L. Sawyer                                             Senior Vice President                         Executive Vice President
55                                                                                                           National Sales Manager:
                                                                                                                   American Skandia
                                                                                                             Marketing, Incorporated

Lisa Shambelan                                                Vice President                                         Vice President:
34                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Karen Stockla                                                 Vice President                                         Vice President,
33                                                                                                Intellectual Resources Department:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Stockla  joined us in 1998.  She  previously  held the position of Manager,
Application Development with Citizens Utilities Company since 1996 and HRIS Tech
Support Representative with Yale New Haven Hospital since 1993.

William H. Strong                                             Vice President                                         Vice President:
56                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr. Strong joined us in 1997. He previously  held the position of Vice President
with American  Financial Systems from June 1994 to October 1997 and the position
of Actuary with Connecticut Mutual Life from June 1965 to June 1994.

Leslie S. Sutherland                                          Vice President                                         Vice President,
46                                                                                                    National Key Accounts Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Amanda C. Sutyak                                              Vice President                                         Vice President:
42                                                            Director (since July, 1991)                      American Skandia Life
                                                                                                               Assurance Corporation

Christian A. Thwaites                                         Senior Vice President                           Senior Vice President,
42                                                                                                      National Marketing Director:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Mr.  Thwaites  joined us in 1996. He previously  held the position of consultant
with Monitor  Company since  October 1995 and Vice  President  with Aetna,  Inc.
since 1995.



<PAGE>


Mary Toumpas                                                  Vice President                                      Vice President and
48                                                                                                              Compliance Director:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Ms. Toumpas  joined us in 1997.  She  previously  held the position of Assistant
Vice President with Chubb Life/Chubb Securities since 1973.

Bayard F. Tracy                                               Senior Vice President and                       Senior Vice President,
52                                                            Director (since September, 1994)               National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Deborah G. Ullman                                             Senior Vice President                        Senior Vice President and
45                                                                                                          Chief Operating Officer:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Ms. Ullman joined us in 1998. She previously held the position of Vice President
with Aetna, Inc. since 1977.

Jeffrey M. Ulness                                             Vice President                                         Vice President:
39                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Derek Winegard                                                Vice President                                         Vice President:
41                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr.  Winegard  joined us in 1999. He previously held the position of Senior Vice
President with Trust Consultants, Inc. since 1991.

Brett M. Winson                                               Senior Vice President and                       Senior Vice President,
44                                                            Director (since March 2000)          Intellectual Resource Development
                                                                                                              American Skandia, Inc.

Mr. Winson  joined us in 1998.  He  previously  held the position of Senior Vice
President with Sakura Bank, Ltd. since 1990.
</TABLE>


Item 26.  Persons  Controlled  by or Under Common  Control with the Depositor or
Registrant:  The Depositor  does not directly or indirectly  control any person.
The  following  persons are under common  control with the Depositor by American
Skandia,   Inc.,   formerly  known  as  American  Skandia   Investment   Holding
Corporation:


         (1)      American   Skandia   Information   Services   and   Technology
                  Corporation ("ASIST"):  The organization is a general business
                  corporation  organized in the State of  Delaware.  Its primary
                  purpose is to provide  various  types of business  services to
                  American Skandia,  Inc., and all of its subsidiaries including
                  computer  systems  acquisition,  development and  maintenance,
                  human  resources  acquisition,   development  and  management,
                  accounting and financial reporting services and general office
                  services.

         (2)      American Skandia Marketing,  Incorporated  ("ASM,  Inc."): The
                  organization is a general  business  corporation  organized in
                  the State of Delaware. It was formed primarily for the purpose
                  of acting as a  broker-dealer  in  securities.  It acts as the
                  principal  "underwriter"  of  annuity  contracts  deemed to be
                  securities,   as  required  by  the  Securities  and  Exchange
                  Commission,  which  insurance  policies  are to be  issued  by
                  American  Skandia  Life  Assurance  Corporation.  It  provides
                  securities  law  supervisory   services  in  relation  to  the
                  marketing of those products of American Skandia Life Assurance
                  Corporation registered as securities. It also may provide such
                  services in relation to  marketing  of certain  public  mutual
                  funds. It also has the power to carry on a general  financial,
                  securities,  distribution,  advisory,  or investment  advisory
                  business;  to act as a general  agent or broker for  insurance
                  companies  and to render  advisory,  managerial,  research and
                  consulting  services for maintaining and improving  managerial
                  efficiency and operation.

         (3)      American Skandia Investment Services,  Incorporated ("ASISI"):
                  The organization is a general business  corporation  organized
                  in the state of Connecticut. The organization is authorized to
                  provide investment service and investment management advice in
                  connection with the purchasing, selling, holding or exchanging
                  of  securities   or  other  assets  to  insurance   companies,
                  insurance-related  companies, mutual funds or business trusts.
                  It's primary role is expected to be as investment  manager for
                  certain mutual funds to  be made available  primarily  through
                  the  variable  insurance  products  of American  Skandia  Life
                  Assurance Corporation.

         (4)      Skandia  Vida:  This  subsidiary  of  American   Skandia  Life
                  Assurance  Corporation was organized in March, 1995, and began
                  operations in July, 1995. It offers  investment  oriented life
                  insurance  designed for  long-term  savings  products  through
                  independent banks and brokers in Mexico.


Item 27. Number of Contract Owners:  As of May 31, 2000, there were no owners of
Annuities.


Item 28.  Indemnification:  Under  Section  33-320a of the  Connecticut  General
Statutes,  the Depositor must indemnify a director or officer against judgments,
fines,  penalties,  amounts paid in settlement and reasonable expenses including
attorneys'  fees, for actions brought or threatened to be brought against him in
his  capacity  as a  director  or officer  when  certain  disinterested  parties
determine that he acted in good faith and in a manner he reasonably  believed to
be in the best interests of the Depositor. In any criminal action or proceeding,
it also must be determined that the director or officer had no reason to believe
his conduct was unlawful.  The director or officer must also be indemnified when
he  is  successful  on  the  merits  in  the  defense  of  a  proceeding  or  in
circumstances where a court determines that he is fairly and reasonable entitled
to be indemnified,  and the court approves the amount. In shareholder derivative
suits,  the  director or officer must be finally  adjudged not to have  breached
this duty to the  Depositor  or a court  must  determine  that he is fairly  and
reasonably  entitled to be indemnified  and must approve the amount.  In a claim
based upon the  director's  or  officer's  purchase or sale of the  Registrants'
securities,  the director or officer may obtain  indemnification only if a court
determines that, in view of all the  circumstances,  he is fairly and reasonably
entitled  to be  indemnified  and  then  for  such  amount  as the  court  shall
determine.  The By-Laws of American Skandia Life Assurance Corporation ("ASLAC")
also provide directors and officers with rights of  indemnification,  consistent
with Connecticut Law.

The foregoing statements are subject to the provisions of Section 33-320a.

Directors and officers of ASLAC and ASM, Inc. can also be  indemnified  pursuant
to indemnity  agreements between each director and officer and American Skandia,
Inc.,  a  corporation  organized  under the laws of the state of  Delaware.  The
provisions of the indemnity  agreement are governed by Section 45 of the General
Corporation Law of the State of Delaware.

The  directors and officers of ASLAC and ASM, Inc. are covered under a directors
and officers  liability  insurance  policy issued by an  unaffiliated  insurance
company to Skandia  Insurance  Company Ltd., their ultimate parent.  Such policy
will reimburse ASLAC or ASM, Inc., as applicable, for any payments that it shall
make  to  directors  and  officers  pursuant  to law  and,  subject  to  certain
exclusions  contained  in the  policy,  will pay any other  costs,  charges  and
expenses,  settlements and judgments  arising from any proceeding  involving any
director or officer of ASLAC or ASM, Inc., as applicable,  in his or her past or
present capacity as such.

Registrant  hereby  undertakes  as  follows:   Insofar  as  indemnification  for
liabilities  arising  under  the  Securities  Act of  1933  (the  "Act")  may be
permitted to directors,  officers and controlling persons of Registrant pursuant
to the foregoing provisions,  or otherwise,  Registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and, therefore,  is unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by  Registrant  of  expenses  incurred  or paid by a director,
officer or  controlling  person of Registrant in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, unless in the opinion
of  Registrant's  counsel the matter has been settled by controlling  precedent,
Registrant  will  submit to a court of  appropriate  jurisdiction  the  question
whether such  indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.


<PAGE>


Item 29.  Principal Underwriters:

(a)  At present,  ASM, Inc. acts as principal  underwriter only for annuities to
     be issued by ASLAC.

(b)  Directors and officers of ASM, Inc.

<TABLE>
<CAPTION>

<S>                                                                             <C>
Name and Principal Business Address                                             Position and Offices with Underwriter

Patricia J. Abram                                                               Senior Vice President and National
American Skandia Life Assurance Corporation                                     Sales Manager, Variable Life
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Gordon C. Boronow                                                               Deputy Chief Executive Officer
American Skandia Life Assurance Corporation                                     and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Kimberly A. Bradshaw                                                            Vice President, National Sales
American Skandia Life Assurance Corporation                                     Manager/Qualified Plans
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Robert Brinkman                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Jan R. Carendi                                                                  Chairman of the Board
American Skandia Life Assurance Corporation                                     of Directors and
One Corporate Drive, P.O. Box 883                                               Chief Executive Officer
Shelton, Connecticut  06484-0883

Y.K. Chan                                                                       Senior Vice President and
American Skandia Life Assurance Corporation                                     Chief Information Officer
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Kathleen A. Chapman                                                             Assistant Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Lucinda C. Ciccarello                                                           Vice President, Mutual Funds
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Wade A. Dokken                                                                  President, Deputy Chief Executive Officer,
American Skandia Life Assurance Corporation                                     and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

<PAGE>

Ian Kennedy                                                                     Senior Vice President,
American Skandia Life Assurance Corporation                                     Customer Service
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

T. Richard Kennedy                                                              General Counsel
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

N. David Kuperstock                                                             Vice President, Product Development
American Skandia Life Assurance Corporation                                     and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Thomas M. Mazzaferro                                                            Executive Vice President,
American Skandia Life Assurance Corporation                                     Chief Financial Officer
One Corporate Drive, P.O. Box 883                                               and Director
Shelton, Connecticut  06484-0883

Eileen S. McCann                                                                Vice President,
American Skandia Life Assurance Corporation                                     Key Accounts Marketing
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

David R. Monroe                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     Treasurer and
One Corporate Drive, P.O. Box 883                                               Corporate Controller
Shelton, Connecticut  06484-0883

Michael A. Murray                                                               Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager/
One Corporate Drive, P.O. Box 883                                               American Skandia Advisor Funds
Shelton, Connecticut  06484-0883

Brian O'Connor                                                                  Vice President, National Sales
American Skandia Life Assurance Corporation                                     Manager, Internal Wholesaling
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

M. Priscilla Pannell                                                            Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Kathleen A. Pritchard                                                           Vice President,
American Skandia Life Assurance Corporation                                     National Key Accounts/
One Corporate Drive, P.O. Box 883                                               Financial Institutions
Shelton, Connecticut  06484-0883

Hayward L. Sawyer                                                               Executive Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager
One Corporate Drive, P.O. Box 883                                               and Director
Shelton, Connecticut  06484-0883

Anders O. Soderstrom                                                            Executive Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Leslie S. Sutherland                                                            Vice President,
American Skandia Life Assurance Corporation                                     National Key Accounts Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Amanda C. Sutyak                                                                Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Christian Thwaites                                                              Senior Vice President,
American Skandia Life Assurance Corporation                                     National Marketing Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Mary Toumpas                                                                    Vice President and
American Skandia Life Assurance Corporation                                     Compliance Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Bayard F. Tracy                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager and
One Corporate Drive, P.O. Box 883                                               Director
Shelton, Connecticut  06484-0883

Deborah G. Ullman                                                               Senior Vice President and
American Skandia Life Assurance Corporation                                     Chief Operating Officer,
One Corporate Drive, P.O. Box 883                                               Finance and Business Operations
Shelton, Connecticut  06484-0883
</TABLE>


Item 30.  Location of Accounts and Records:  Accounts and records are maintained
by ASLAC at its principal office in Shelton, Connecticut.

Item 31.  Management Services:  None

Item 32.  Undertakings:

(a)  Registrant  hereby  undertakes to file a  post-effective  amendment to this
Registration  Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old so  long as  payments  under  the  annuity  contracts  may be  accepted  and
allocated to the Sub-accounts of Separate Account B.

(b) Registrant hereby undertakes to include either (1) as part of any enrollment
form or application to purchase a contract  offered by the  prospectus,  a space
that an applicant  or enrollee  can check to request a Statement  of  Additional
Information,  or (2) a post card or similar written  communication affixed to or
included in the prospectus that the applicant can remove to send for a Statement
of Additional Information.

(c)  Registrant  hereby  undertakes  to  deliver  any  Statement  of  Additional
Information  and any financial  statements  required to be made available  under
this form promptly upon written or oral request.

(d) American Skandia Life Assurance Corporation  ("Depositor") hereby represents
that the aggregate  fees and charges under the annuity  contracts are reasonable
in relation to the services rendered,  the expenses expected to be incurred, and
the risks assumed by the Depositor.

(e)  With  respect  to  the  restrictions  on  withdrawals  for  Texas  Optional
Retirement  Programs  and  Section  403(b)  plans,  we are  relying  upon:  1) a
no-action  letter dated  November 28, 1988 from the staff of the  Securities and
Exchange  Commission to the American  Council of Life  Insurance with respect to
annuities  issued under Section  403(b) of the code, the  requirements  of which
have been  complied with by us; and 2) Rule 6c-7 under the 1940 Act with respect
to annuities made available through the Texas Optional Retirement  Program,  the
requirements of which have been complied with by us.


<PAGE>


                                    EXHIBITS

As Noted in Item 24(b) various  exhibits are incorporate by reference or are not
applicable. The exhibits included are as follows:


No.  9            Opinion and Consent of Counsel.

No.  10           Consent of Ernst & Young LLP




                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(b) for  effectiveness of the Registration  Statement and
has duly caused this  Registration  Statement to be signed on its behalf, in the
Town of Shelton and State of Connecticut, on this 20th day of June, 2000.

         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
                             (CLASS 8 SUB-ACCOUNTS)

                                   Registrant

                 By: American Skandia Life Assurance Corporation

By:  ________________________________         Attest:  _________________________
/s/Kathleen A. Chapman,                           /s/      Scott K. Richardson
Assistant Corporate Secretary
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                                    Depositor

By:  _________________________________       Attest:  _________________________
Kathleen A. Chapman,                              /s/      Scott K. Richardson
Assistant Corporate Secretary

As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>

              Signature                            Title                                       Date

                                                   (Principal Executive Officer)

<S>   <C>  <C>                    <C>    <C>                                              <C>
           Jan R. Carendi*               Chief Executive Officer,                          June 20, 2000
           ---------------
           Jan R. Carendi           Chairman of the Board and Director

                                   (Principal Financial Officer and Principal Accounting Officer)


         __________________            Executive Vice President and                        June 20, 2000
   /s/   Thomas M. Mazzaferro              Chief Financial Officer

         __________________          Senior Vice President, Treasurer                      June 20, 2000
      /s/   David R. Monroe               and Corporate Controller
</TABLE>

<TABLE>
<CAPTION>

                              (Board of Directors)

<S>     <C>                                        <C>                                <C>
          Jan. R. Carendi*                           Gordon C. Boronow*                Malcolm M. Campbell*
          ----------------                           ------------------                --------------------
           Jan. R. Carendi                            Gordon C. Boronow                 Malcolm M. Campbell

         Henrik Danckwardt*                           Amanda C. Sutyak*                   Wade A. Dokken*
         ------------------                           -----------------                   ---------------
          Henrik Danckwardt                           Amanda C. Sutyak                    Wade A. Dokken

        Thomas M. Mazzaferro*                          Gunnar Moberg*                    Bayard F. Tracy*
        ---------------------                          --------------                    ----------------
        Thomas M. Mazzaferro                            Gunnar Moberg                     Bayard F. Tracy

     Anders Soderstrom*                               C. Ake Svensson*                  Lincoln R. Collins*
     ------------------                               ----------------                  -------------------
     Anders Soderstrom                                 C. Ake Svensson                  Lincoln R. Collins

     T. Richard Kennedy **                            Brett M. Winson**
     ---------------------                            -----------------
     T. Richard Kennedy                                Brett M. Winson
</TABLE>


                      */**By: _____________________________

                               Kathleen A. Chapman

*Pursuant  to Powers of  Attorney  previously  filed with  Initial  Registration
Statement No. 333-25733

**Pursuant  to Power of Attorney  filed with  Post-Effective  Amendment No. 4 to
Registration Statement No. 333-25733


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