AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS, 485APOS, 1996-02-16

AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS
485APOS, 1996-02-16

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Filed with the Securities and Exchange Commission on February 16, 1996

Registration No. 33-59993 Investment Company Act No. 811-5438
================================================================================

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

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 1 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 Offices)

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

M. PATRICIA PAEZ, CORPORATE SECRETARY
One Corporate Drive, Shelton, Connecticut 06484
(Name and Address of Agent for Service of Process)

Copy To:

JOHN T. BUCKLEY, ESQ.
WERNER & KENNEDY
1633 Broadway, New York, New York 10019 (212) 408-6900

Approximate Date of Proposed Sale to the Public:

MAY 1, 1996 OR AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVE DATE
OF THIS REGISTRATION STATEMENT.

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

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
X on May 1, 1996 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.

<TABLE>
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

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

American Skandia Life Assurance
Corporation Annuity Contracts Indefinite** Indefinite** -- $0
===========================================================================================================================
</TABLE>

*The Prospectus contained in this Registration Statement also relates to annuity
contracts no longer being sold but for which additional Purchase Payments are
accepted and which are covered by earlier Registration Statement File Number
33-71118.

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

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 1995 will be filed within 60 days of the close of the
fiscal year.
Wells 2
================================================================================

<PAGE>
CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

<TABLE>
<CAPTION>
N-4 Item No. Prospectus Heading

<S> <C>
1. Cover Page Cover Page

2. Definitions Definitions

3. Synopsis or Highlights Highlights

4. Condensed Financial Information Condensed Financial Information, Advertising

5. General Description of Registrant, Depositor Investment Options, Operations of the
and Portfolio Companies Separate Accounts, The Company

6. Deductions Charges Assessed or Assessable Against the Annuity, Charges Assessed
Against Assets, Charges of the Underlying Mutual Funds

7. General Description of Variable Annuity Contracts Purchasing Annuities, Rights, Benefits and
Services, Modification

8. Annuity Period Annuity Payments

9. Death Benefit Death Benefit

10. Purchases and Contract Value Purchasing Annuities, Account Value and Surrender Value

11. Redemptions Distributions, Pricing of Transfers and Distributions, Deferral of Transactions

12. Taxes Certain Tax Considerations

13. Legal Proceedings Legal Proceedings

14. Table of Contents of the Statement of Additional 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 Breakpoints,
Exchange Contracts, Bank Drafting and Sale of the Annuities

20. Underwriters Principal Underwriter

(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 Annuity Payments

23. Financial Statements Noted in Prospectus under The Company

Part C Heading

24. Financial Statements and Exhibits Financial Statements
and Exhibits

25. Directors and Officers of the Depositor Noted in Prospectus under
Executives 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>
<PAGE>

STAGECOACH VARIABLE ANNUITY PLUS

This Prospectus describes a type of annuity (the "Annuity") being offered by
American Skandia Life Assurance Corporation ("we", "our" or "us"), One Corporate
Drive, Shelton, Connecticut, 06484. This flexible premium Annuity may be offered
as individual annuity contracts or as interests in a group annuity. The Table of
Contents is on Page 3. Definitions applicable to this Prospectus are on Page 5.
The highlights of this offering are described beginning on Page 7. This
Prospectus contains a detailed discussion of matters you should consider before
purchasing this Annuity. A Statement of Additional Information has been filed
with the Securities and Exchange Commission and is available from us without
charge upon request. The contents of the Statement of Additional Information are
described on Page 47. The Annuity or certain of its investment options may not
be available in all jurisdictions. Various rights and benefits may differ
between jurisdictions to meet applicable laws and/or regulations. This
Prospectus also describes a contract no longer offered by us under which we
continue to accept Purchase Payments (see Appendix C - Prior Contract).

A Purchase Payment for this Annuity is assessed any applicable tax charge (see
"Tax Charges"). It is then allocated to the investment options you select,
except in certain jurisdictions, where allocations of Purchase Payments we
receive during the "free-look" period that you direct to any Sub-accounts are
temporarily allocated to the WF Money Market Sub-account (see "Allocation of Net
Purchase Payments"). You may transfer Account Value between investment options
(see "Investment Options" and "Transfers"). Account Value may be distributed as
periodic annuity payments in a "payout phase". Such annuity payments can be
guaranteed for life (see "Annuity Payments"). During the "accumulation phase"
(the period before any payout phase), you may surrender the Annuity for its
Surrender Value or make withdrawals (see "Distributions"). Such distributions
may be subject to tax, including a tax penalty, and any applicable contingent
deferred sales charges (see "Contingent Deferred Sales Charge"). A death benefit
may be payable during the accumulation phase (see "Death Benefit").

Account Value in the variable investment options increases or decreases daily to
reflect investment performance and the deduction of charges. No minimum amount
is guaranteed (see "Account Value in the Sub-accounts"). The variable investment
options are Class 1 Sub-accounts of American Skandia Life Assurance Corporation
Variable Account B ("Separate Account B") (see "Separate Accounts" and "Separate
Account B"). Each Sub-account invests exclusively in one portfolio of an
underlying fund or in an underlying fund that does not have distinct portfolios.
As of the date of this Prospectus, the underlying mutual funds are Life &
Annuity Trust ("LA Trust"), American Skandia Trust ("the AST Trust") and The
Alger American Fund. The portfolios of LA Trust in which the Sub-accounts invest
are: (a) WF Asset Allocation, (b) WF U.S. Government Allocation, (c) WF Growth
and Income, and (d) WF Money Market. The portfolios of American Skandia Trust in
which the Sub-accounts invest are: (a) JanCap Growth, (b) T. Rowe Price
International Equity, (c) Founders Capital Appreciation, (d) INVESCO Equity
Income, (e) PIMCO Total Return Bond, (f) PIMCO Limited Maturity Bond, and (g)
Berger Capital Growth. The portfolio of The Alger American Fund is Growth.

In most jurisdictions, Account Value may be allocated to a fixed investment
option during the accumulation phase. Account Value so allocated earns a fixed
rate of interest for a specified period of time referred to as a Guarantee
Period. Guarantee Periods of different durations may be offered (see "Fixed
Investment Options"). Such an allocation and the interest earned is guaranteed
by us only if held to its Maturity Date, and, where required by law, the 30 days
prior to the Maturity Date. You are cautioned that with respect to the Fixed
Investment Options during the accumulation phase, we do not guarantee any
minimum amount, because the value may be increased or decreased by a market
value adjustment (see "Account Value of the Fixed Allocations"). Assets
supporting such allocations in the accumulation phase are held in American
Skandia Life Assurance Corporation Separate Account D (see "Separate Accounts"
and "Separate Account D").
(continued on page 2)

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 KEEP IT FOR FUTURE REFERENCE.
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FOR FURTHER INFORMATION CALL 1-800-680-8920
Prospectus Dated: May 1, 1996
Statement of Additional Information Dated: May 1, 1996

WFV2-PROS-(5/96)

We guarantee fixed annuity payments. We also guaranty any adjustable annuity
payments we may make available (see "Annuity Payments").

Taxes on gains during the accumulation phase may be deferred until you begin to
take distributions from your Annuity. Distributions before age 59 1/2 may be
subject to a tax penalty. In the payout phase, a portion of each annuity payment
may be treated as a return of your "investment in the contract" until it is
completely recovered. Transfers between investment options are not subject to
taxation. The Annuity may also qualify for special tax treatment under certain
sections of the Code, including, but not limited to, Sections 401, 403 or 408
(see "Certain Tax Considerations").

Purchase Payments under these Annuities are not deposits or obligations of, or
guaranteed or endorsed by, any bank subsidiary of Wells Fargo Bank, N.A., are
not federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other agency and are not insured by the Securities
Investor Protection Corporation ("SIPC") as to the loss of the principal amount
invested. Purchase Payments are subject to investment risks, including possible
loss of principal.

<PAGE>

<TABLE>
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TABLE OF CONTENTS
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<S> <C>
DEFINITIONS...............................................................................................................7
HIGHLIGHTS................................................................................................................9
AVAILABLE INFORMATION....................................................................................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................................................................11
CONTRACT EXPENSE SUMMARY.................................................................................................11
EXPENSE EXAMPLES.........................................................................................................13
CONDENSED FINANCIAL INFORMATION..........................................................................................14
Unit Prices And Numbers Of Units......................................................................................14
Yields On Money Market Sub-account....................................................................................15
INVESTMENT OPTIONS.......................................................................................................15
Variable Investment Options...........................................................................................15
Fixed Investment Options..............................................................................................17
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................................18
Separate Accounts.....................................................................................................18
Separate Account B....................................................................................................18
Separate Account D....................................................................................................19
INSURANCE ASPECTS OF THE ANNUITY.........................................................................................19
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY.......................................................................19
Contingent Deferred Sales Charge......................................................................................20
Tax Charges...........................................................................................................20
Transfer Fee..........................................................................................................21
Allocation Of Annuity Charges.........................................................................................21
CHARGES ASSESSED AGAINST THE ASSETS......................................................................................21
Administration Charge.................................................................................................21
Mortality and Expense Risk Charges....................................................................................21
CHARGES OF THE UNDERLYING MUTUAL FUNDS...................................................................................22
PURCHASING ANNUITIES.....................................................................................................22
Uses Of The Annuity...................................................................................................22
Application And Initial Payment.......................................................................................22
Breakpoints...........................................................................................................22
Exchange Contracts....................................................................................................23
Auto Saver............................................................................................................25
Periodic Purchase Payments............................................................................................25
Right to Return the Annuity...........................................................................................25
Allocation of Net Purchase Payments...................................................................................25
Balanced Investment Program...........................................................................................26
Ownership, Annuitant and Beneficiary Designations.....................................................................26
ACCOUNT VALUE AND SURRENDER VALUE........................................................................................27
Account Value in the Sub-accounts.....................................................................................27
Account Value of the Fixed Allocations................................................................................27
Additional Amounts in the Fixed Allocations...........................................................................27
RIGHTS, BENEFITS AND SERVICES............................................................................................28
Additional Purchase Payments..........................................................................................28
Changing Revocable Designations.......................................................................................28
Allocation Rules......................................................................................................29
Transfers.............................................................................................................29
Renewals............................................................................................................30
Dollar Cost Averaging...............................................................................................30
Rebalancing.........................................................................................................31
Distributions.........................................................................................................31
Surrender...........................................................................................................31
Medically-Related Surrender.........................................................................................31
Free Withdrawals....................................................................................................32
Partial Withdrawals.................................................................................................32
Systematic Withdrawals..............................................................................................33
Minimum Distributions...............................................................................................33
Death Benefit.......................................................................................................34
Annuity Payments....................................................................................................34
Qualified Plan Withdrawal Limitations...............................................................................36
Pricing of Transfers and Distributions................................................................................36
Voting Rights.........................................................................................................37
Transfers, Assignments or Pledges.....................................................................................37
Reports to You........................................................................................................37
SALE OF THE ANNUITIES....................................................................................................38
Distribution..........................................................................................................38
Advertising...........................................................................................................38
CERTAIN TAX CONSIDERATIONS...............................................................................................39
Our Tax Considerations................................................................................................39
Tax Considerations Relating to Your Annuity...........................................................................39
Non-natural Persons.................................................................................................39
Natural Persons.....................................................................................................39
Distributions.......................................................................................................39
Assignments and Pledges.............................................................................................39
Penalty on Distributions............................................................................................40
Annuity Payments....................................................................................................40
Gifts...............................................................................................................40
Tax Free Exchanges..................................................................................................40
Transfers Between Investment Options................................................................................40
Generation-Skipping Transfers.......................................................................................40
Diversification.....................................................................................................41
Federal Income Tax Withholding......................................................................................41
Tax Considerations When Using Annuities in Conjunction with Qualified Plans...........................................41
Individual Retirement Programs......................................................................................41
Tax Sheltered Annuities.............................................................................................41
Corporate Pension and Profit-sharing Plans..........................................................................41
H.R. 10 Plans.......................................................................................................42
Tax Treatment of Distributions from Qualified Annuities.............................................................42
Section 457 Plans...................................................................................................42
OTHER MATTERS............................................................................................................42
Deferral of Transactions..............................................................................................42
Resolving Material Conflicts..........................................................................................42
Modification..........................................................................................................42
Misstatement of Age or Sex............................................................................................43
Ending the Offer......................................................................................................43
Indemnification.......................................................................................................43
Legal Proceedings.....................................................................................................43
THE COMPANY..............................................................................................................43
Lines of Business.....................................................................................................44
Selected Financial Data...............................................................................................44
Management's Discussion and Analysis of Financial Condition and Results of Operations.................................44
Results of Operations...............................................................................................44
Liquidity and Capital Resources.....................................................................................45
Segment Information.................................................................................................45
Reinsurance...........................................................................................................45
Surplus Notes.........................................................................................................45
Reserves..............................................................................................................45
Competition...........................................................................................................45
Employees.............................................................................................................45
Regulation............................................................................................................45
Executive Officers and Directors......................................................................................46
Executive Compensation................................................................................................48
Summary Compensation Table..........................................................................................48
Long-Term Incentive Plans - Awards in the Last Fiscal Year..........................................................48
Compensation of Directors...........................................................................................49
Compensation Committee Interlocks and Insider Participation.........................................................49
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................................................49
FINANCIAL STATEMENTS.....................................................................................................49
APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.........................................50
APPENDIX B SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES..............50
APPENDIX C PRIOR CONTRACT...............................................................................................50
</TABLE>

<PAGE>

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DEFINITIONS: The following are key terms used in this Prospectus. Other
terms are defined in this Prospectus as they appear.

ACCOUNT VALUE is the value of each allocation to a Sub-account or a Fixed
Allocation prior to the Annuity Date, plus any earnings, and/or less any losses,
distributions and charges thereon, before assessment of any applicable
contingent deferred sales charge. Account Value is determined separately for
each Sub-account and for each Fixed Allocation, and then totaled to determine
Account Value for your entire Annuity. Account Value of each Fixed Allocation on
other than such Fixed Allocation's Maturity Date may be calculated using a
market value adjustment.

ANNUITANT is the person upon whose life your Annuity is written.

ANNUITY is the type of annuity being offered pursuant to this Prospectus. It is
also, if issued, your individual Annuity, or with respect to a group Annuity,
the certificate evidencing your participation in a group Annuity. It also
represents an account we set up and maintain to track our obligations to you.

ANNUITY DATE is the date annuity payments are to commence.

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

APPLICATION is the enrollment form or application form we may require you to
submit for an Annuity.

BENEFICIARY is a person designated as the recipient of the death benefit.

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

CONTINGENT ANNUITANT is the person named to become the Annuitant on the
Annuitant's death prior to the Annuity Date.

CURRENT RATES are the interest rates we offer to credit to Fixed Allocations for
the duration of newly beginning Guarantee Periods under this Annuity. Current
Rates are contained in a schedule of rates established by us from time to time
for the Guarantee Periods then being offered. We may establish different
schedules for different classes and for different annuities.

FIXED ALLOCATION is an allocation of Account Value that is to be credited a
fixed rate of interest for a specified Guarantee Period during the accumulation
phase and is to be supported by assets in Separate Account D.

GUARANTEE PERIOD is a period of time during the accumulation phase during which
we credit a fixed rate of interest on a Fixed Allocation.

IN WRITING is in a written form satisfactory to us and filed at the Office.

INTERIM VALUE is, as of any particular date, the initial value of a Fixed
Allocation plus all interest credited thereon, less the sum of all previous
transfers and withdrawals of any type from such Fixed Allocation of such Interim
Value and interest thereon from the date of each withdrawal or transfer.

ISSUE DATE is the effective date of your Annuity.

MVA is a market value adjustment used in the determination of Account Value of
each Fixed Allocation as of a date other than such Fixed Allocation's Maturity
Date, and, where required by law, the 30 days prior to the Maturity Date.

MATURITY DATE is the last day in a Guarantee Period.

MINIMUM DISTRIBUTIONS are minimum amounts that must be distributed each year
from an Annuity if used in relation to certain qualified plans under the Code.

NET PURCHASE PAYMENT is a Purchase Payment less any applicable charge for taxes.

OFFICE is our business office, American Skandia Life Assurance Corporation,
One Corporate Drive, P.O. Box 883, Shelton, Connecticut 06484.

OWNER is either an eligible entity or person named as having ownership rights in
relation to an Annuity issued as an individual contract. An Annuity may be
issued as a certificate evidencing interest in a group annuity contract. If so,
the rights, benefits and requirements of and the events relating to an Owner, as
described in this Prospectus, will be the rights, benefits and requirements of
and events relating to the person or entity designated as the participant in
such certificate.

PURCHASE PAYMENT is a cash consideration you give us for certain rights,
privileges and benefits provided under an Annuity according to its terms.

SUB-ACCOUNT is a division of Separate Account B. We use Sub-accounts to
calculate variable benefits under this Annuity.

SURRENDER VALUE is the value of your Annuity available upon surrender prior to
the Annuity Date. It equals the Account Value as of the date we price the
surrender less any applicable contingent deferred sales charge.

SYSTEMATIC WITHDRAWAL is one of a plan of periodic withdrawals of Surrender
Value during the accumulation phase. Such a plan is subject to our rules.

UNIT is a measure used to calculate your Account Value in a Sub-account prior to
the Annuity Date.

UNIT PRICE is used for calculating (a) the number of Units allocated to a
Sub-account, and (b) the value of transactions into or out of a Sub-account or
benefits based on Account Value in a Sub-account prior to the Annuity Date. Each
Sub-account has its own Unit Price which will vary each Valuation Period to
reflect the investment experience of that Sub-account.

VALUATION DAY is every day the New York Stock Exchange is open for trading or
any other day that the Securities and Exchange Commission requires mutual funds
or unit investment trusts 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>

HIGHLIGHTS: The following are only the highlights of the Annuity being
offered pursuant to this Prospectus. A more detailed description follows these
highlights.

(1) Investment Options: We currently offer multiple variable and, in most
jurisdictions, fixed investment options.

During the accumulation phase, we currently offer a number of variable
investment options. Each of these investment options is a Class 1 Sub-account of
Separate Account B. Each Sub-account invests exclusively in one underlying
mutual fund or a portfolio of an underlying mutual fund. Certain of the variable
investment options may not be available in all jurisdictions. As of the date of
this Prospectus, we offer thirteen Sub-accounts. Four of the underlying mutual
fund portfolios are managed by Wells Fargo Bank, N.A. The available portfolios
of the LA Trust in which the Sub-accounts invest are as follows: (a) WF Asset
Allocation Fund; (b) WF U.S. Government Allocation Fund; (c) WF Growth and
Income Fund; (d) WF Money Market Fund. BZW Barclays Global Fund Advisors
("BGFA") serves as Sub-advisor for the Asset Allocation Fund and the U.S.
Government Allocation Fund. American Skandia Investment Services, Incorporated
("ASISI"), formerly American Skandia Life Investment Management, Inc., is the
investment manager for the AST Trust. Currently, ASISI engages a sub-advisor
("Sub-advisor") for each portfolio. The Sub-advisor for each portfolio is as
follows: (a) JanCap Growth Portfolio: Janus Capital Corporation; (b) T. Rowe
Price International Equity Portfolio: T. Rowe Price Associates, Inc.; (c)
Founders Capital Appreciation Portfolio: Founders Asset Management, Inc.; (d)
INVESCO Equity Income Portfolio: INVESCO Funds Group, Inc.; (e) PIMCO Total
Return Bond: Pacific Investment Management Company; (f) PIMCO Limited Maturity
Bond: Pacific Investment Management Company; and (g) Berger Capital Growth
Portfolio: Berger Associates, Inc. The Growth Portfolio of The Alger American
Fund is managed by Fred Alger Management, Inc.

In most jurisdictions, we also offer the option during the accumulation phase of
earning one or more fixed rates of interest on all or a portion of your Account
Value. As of the date of this Prospectus, we offered the option to make
allocations at interest rates that could be guaranteed for 1, 2, 3, 5, 7 and 10
years. Each such Fixed Allocation earns the fixed interest rate applicable as of
the date of such allocation. The interest rate credited to a Fixed Allocation
does not change during its Guarantee Period. You may maintain multiple Fixed
Allocations. From time-to-time we declare Current Rates for Fixed Allocations
beginning a new Guarantee Period. The rates we declare are subject to a minimum,
but we may declare higher rates. The minimum is determined in relation to an
index that we do not control.

The end of a Guarantee Period for a specific Fixed Allocation is called its
Maturity Date. At that time, the Guarantee Period normally "renews" and we begin
crediting interest for a new Guarantee Period lasting the same amount of time as
the one just ended. That Fixed Allocation then earns interest during the new
Guarantee Period at a rate that is not less than the one then being earned by
Fixed Allocations for that Guarantee Period by new Annuity purchasers in the
same class. You also may choose a different Guarantee Period from among those we
are then currently making available or you may transfer that Account Value to a
variable Sub-account.

In the payout phase, you may elect fixed annuity payments based on our then
current annuity rates. We may also make available adjustable annuity rates.

For more information, see the section entitled Investment Options,
including the following subsections: (a) Variable Investment Options; and (b)
Fixed Investment Options.

(2) Operations of the Separate Accounts: In the accumulation phase, the
assets supporting guarantees we make in relation to Fixed Allocations are held
in our Separate Account D. This is a "non-unitized" separate account. However,
values and benefits calculated on the basis of Fixed Allocations are guaranteed
by our general account. In the payout phase, fixed annuity payments and any
adjustable annuity payments we may make available are also guaranteed by our
general account, but the assets supporting such payments are not held in
Separate Account D.

In the accumulation phase, the assets supporting the Account Values maintained
in the Sub-accounts are held in our Separate Account B. These are Class 1
Sub-accounts of Separate Account B. Values and benefits based on these
Sub-accounts are not guaranteed and will vary with the investment performance of
the underlying mutual funds or fund portfolios, as applicable.

For more information, see the section entitled Operations of the Separate
Accounts, including the following subsections: (a) Separate Accounts; (b)
Separate Account B; and (c) Separate Account D.

(3) Insurance Aspects of the Annuity: There are insurance risks which we
bear in relation to the Annuity. For more information, see the section entitled
Insurance Aspects of the Annuity.

(4) Charges Assessed or Assessable Against the Annuity: The Annuity
charges which are assessed or may be assessable under certain circumstances are
the contingent deferred sales charge, the maintenance fee, a charge for taxes
and a transfer fee. These charges are allocated according to our rules. We may
also charge for certain special services. For more information, see the section
entitled Charges Assessed or Assessable Against the Annuity, including the
following subsections: (a) Contingent Deferred Sales Charge; (b) Tax Charges;
(c) Transfer Fee; and (d) Allocation of Annuity Charges.

(5) Charges Assessed Against the Assets: The charges assessed against
assets in the Sub-accounts are the administration charge and the mortality and
expense risk charges. There are no charges deducted from the assets supporting
Fixed Allocations. For more information, see the section entitled Charges
Assessed Against the Assets, including the following subsections: (a)
Administration Charge; and (b) Mortality and Expense Risk Charges.

(6) Charges of the Underlying Mutual Funds: Each underlying mutual fund
portfolio assesses various charges, including charges for investment management
and investment advisory fees. These charges generally differ between portfolios
within the underlying mutual fund. You will find additional details in the fund
prospectus and its statement of additional information.

(7) Purchasing Annuities: Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special treatment under the Code. We may require a properly completed
Application, an acceptable Purchase Payment, and any other materials under our
underwriting rules before we agree to issue an Annuity. We may offer special
programs in relation to Annuities on which we receive large Purchase Payments
and/or Annuities obtained as an exchange of a contract issued by an insurer not
affiliated with us. You have the right to return an Annuity within a "free-look"
period if you are not satisfied with it. In most jurisdictions, the initial
Purchase Payment and any Purchase Payments received during the "free-look"
period are allocated according to your instructions. In jurisdictions that
require a "free-look" provision such that, if the Annuity is returned under that
provision, we must return at least your Purchase Payments less any withdrawals,
we temporarily allocate such Purchase Payments to the WF Money Market
Sub-account. Where permitted by law in such jurisdictions, we will allocate such
Purchase Payments according to your instructions, without any temporary
allocation to the WF Money Market Sub-account if you execute a return waiver. We
offer a balanced investment program in relation to your initial Purchase
Payment. Certain designations must be made, including an Owner and an Annuitant.
You may also make certain other designations that apply to the Annuity if
issued. These designations include a contingent Owner, a Contingent Annuitant
(Contingent Annuitants may be required in conjunction with certain uses of the
Annuity), a Beneficiary, and a contingent Beneficiary. See the section entitled
Purchasing Annuities, including the following subsections: (a) Uses of the
Annuity; (b) Application and Initial Payment; (c) Breakpoints; (d) Exchange
Contracts; (e) Auto Saver; (f) Periodic Purchase Payments; (g) Right to Return
the Annuity; (h) Allocation of Net Purchase Payments; (i) Balanced Investment
Program; and (j) Ownership, Annuitant and Beneficiary Designations.

(8) Account Value and Surrender Value: In the accumulation phase your
Annuity has an Account Value. Your total Account Value as of a particular date
is the sum of your Account Value in each Sub-account and in each Fixed
Allocation. Surrender Value is the Account Value less any applicable contingent
deferred sales charge. To determine your Account Value in each Sub-account we
multiply the Unit Price as of the Valuation Period for which the calculation is
being made times the number of Units attributable to you in that Sub-account as
of that Valuation Period. We also determine your Account Value separately for
each Fixed Allocation. A Fixed Allocation's Account Value as of a particular
date is determined by multiplying its then current Interim Value times the MVA.
No MVA applies to a Fixed Allocation as of its Maturity Date, and, where
required by law, the 30 days prior to the Maturity Date. Under certain
circumstances, the MVA formula may change. For more information, see the section
entitled Account Value and Surrender Value, including the following subsections:
(a) Account Value in the Sub-accounts; (b) Account Value of Fixed Allocations;
and (c) Additional Amounts in the Fixed Allocations.

(9) Rights, Benefits and Services: You have a number of rights and
benefits under an Annuity once issued. We also currently provide a number of
services to Owners. These rights, benefits and services are subject to a number
of rules and conditions. These rights, benefits and services include, but are
not limited to, those described in this Prospectus. We accept additional
Purchase Payments during the accumulation phase. You may use Auto Saver to make
Purchase Payments. We support certain Periodic Purchase Payments subject to our
rules. You may change revocable designations. You may transfer Account Values
between investment options. Transfers in excess of 12 per Annuity Year are
subject to a fee. We offer dollar cost averaging and rebalancing during the
accumulation phase. During the accumulation phase, surrender, free withdrawals
and partial withdrawals are available, as are medically-related surrenders under
which the contingent deferred sales charge is waived under specified
circumstances. In the accumulation phase we offer Systematic Withdrawals and,
for Annuities used in qualified plans, Minimum Distributions. We offer fixed
annuity options, and may offer adjustable annuity options that can guarantee
payments for life. In the accumulation phase, a death benefit may be payable.
You may transfer or assign your Annuity unless such rights are limited in
conjunction with certain uses of the Annuity. You may exercise certain voting
rights in relation to the underlying mutual fund portfolios in which the
Sub-accounts invest. You have the right to receive certain reports periodically.

For additional information, see the section entitled Rights, Benefits and
Services including the following subsections: (a) Additional Purchase Payments;
(b) Auto Saver; (c) Changing Revocable Designations; (d) Allocation Rules; (e)
Transfers; (f) Renewals; (g) Dollar Cost Averaging; (h) Rebalancing; (i)
Distributions (including: (i) Surrender; (ii) Medically-Related Surrender; (iii)
Free Withdrawals; (iv) Partial Withdrawals; (v) Systematic Withdrawals; (vi)
Minimum Distributions; (vii) Death Benefit; (viii) Annuity Payments; and (ix)
Qualified Plan Withdrawal Limitations); (j) Pricing of Transfers and
Distributions; (k) Voting Rights; (l) Transfers, Assignments and Pledges; and
(m) Reports to You.

(10) The Company: American Skandia Life Assurance Corporation is a wholly
owned subsidiary of American Skandia Investment Holding Corporation, whose
indirect parent is Skandia Insurance Company Ltd.. Skandia Insurance Company
Ltd. is a Swedish company that holds a number of insurance companies in many
countries. The predecessor to Skandia Insurance Company Ltd. commenced
operations in 1855. For more information, see the section entitled The Company
and the following subsections: (a) Lines of Business; (b) Selected Financial
Data; (c) Management's Discussion and Analysis of Financial Condition and
Results of Operations (including: (i) Results of Operations; (ii) Liquidity and
Capital Resources; and (iii) Segment Information); (d) Reinsurance; (e)
Reserves; (f) Competition; (g) Employees; (h) Regulation; (i) Executive Officer
and Directors; and (j) Executive Compensation (including: (i) Summary
Compensation Table; (ii) Long Term Incentive Plans-Awards in the Last Fiscal
Year; (iii) Compensation of Directors; and (iv) Compensation Committee
Interlocks and Insider Participation).

AVAILABLE INFORMATION: A Statement of Additional Information is available
from us without charge upon request by filling in the coupon at the end of this
Prospectus and sending it (or a written request) to American Skandia Life
Assurance Corporation, Stagecoach Annuity, P.O. Box 883, Shelton, CT 06484. It
includes further information, as described in the section of this Prospectus
entitled "Contents of the Statement of Additional Information." You may obtain a
copy of the Statement of Additional Information by filling in the coupon at the
end of this Prospectus and sending it (or a written request) to American Skandia
Life Assurance Corporation, Attention: Stagecoach Variable Annuity
Administration, P.O. Box 883, Shelton, CT 06484. This Prospectus is part of the
registration statements we filed with the Securities and Exchange Commission
("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 the exhibits thereto at the
SEC's public reference facilities at the above address, Rm. 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.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE: To the extent and only to
the extent that any statement in a document incorporated by reference into this
Prospectus is modified or superseded by a statement in this Prospectus or in a
later-filed document, such statement is hereby deemed so modified or superseded
and not part of this Prospectus.

We furnish you without charge a copy of any or all the documents incorporated by
reference in this Prospectus, 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: Stagecoach, P.O. Box 883, Shelton,
Connecticut, 06484. Our phone number is 1-(800) 680-8920.

CONTRACT EXPENSE SUMMARY: The summary provided below includes information
regarding the expenses for your Annuity, for the Sub-accounts and for the
underlying mutual fund portfolios. The only expense applicable if you allocate
all your Account Value to Fixed Allocations would be the contingent deferred
sales charge.

More detail regarding the expenses of the underlying mutual funds and their
portfolios may be found either in the prospectuses for such mutual funds or in
the annual reports of such mutual funds.

The expenses of our Sub-accounts (not those of the underlying mutual fund
portfolios in which our Sub-accounts invest) are the same no matter which
Sub-account you choose. Therefore, these expenses are only shown once below. In
certain states, premium taxes may be applicable.

<PAGE>

<TABLE>
<CAPTION>
Your Transaction Expenses

<S> <C> <C> <C>
Contingent Deferred Sales Charge, 7% of each Purchase Payment,
as a percentage of Purchase Payments liquidated decreasing 1% in the third year,
another 1% in the fourth year
another 1% in the fifth year
another 1% in the sixth year
and another 1% in the 7th year
with none applicable as to a Purchase Payment
starting in the eighth year after
it was allocated to Account Value

Annual Maintenance Fee None

Tax Charges Dependent on the requirements of the applicable jurisdiction

Transfer Fee $10 for each transfer after the twelfth in any Annuity Year

Annual Expenses of the Sub-accounts (as a percentage of average daily net assets)

Mortality and Expense Risk Charges 1.25%
Administration Charges 0.15%
-----
Total Annual Expenses of the Sub-accounts 1.40%
</TABLE>

Underlying Mutual Fund Portfolio Annual Expenses (as a percentage of
average net assets)

Unless otherwise shown, the expenses shown below are for the year ending
December 31, 1995. "N/A" shown below indicates that no entity has agreed to
reimburse the particular expense indicated. "+" indicates that no reimbursement
was provided in 1995, but that the underlying mutual fund has indicated to us
that current arrangements (which may change) provide for reimbursement.

<TABLE>
<CAPTION>
Manage- Manage- Total Total
ment ment Other Other Annual Annual
Fee Fee Expenses Expenses Expenses Expenses
after without after without after without
any any any any any any
applicable applicable applicable applicable applicable applicable
reimburse- reimburse- reimburse- reimburse- reimburse- reimburse-
ment ment ment ment ment ment

<S> <C>
Life & Annuity Trust
WF Asset Allocation 0.60%
WF U. S. Government Allocation 0.60%
WF Growth & Income 0.60%
WF Money Market 0.45%

American Skandia Trust
JanCap Growth 0.90%
T. Rowe Price
International Equity 1.00%
Founders Capital Appreciation 0.90%
INVESCO Equity Income 0.75%
PIMCO Total Return Bond 0.65%
PIMCO Limited Maturity Bond(1) 0.65%
Berger Capital Growth 0.75%

The Alger American Fund
Growth 0.75%
</TABLE>

(1) This portfolio commenced operation on May 1, 1995, therefore expenses shown
are annualized.

The underlying mutual fund portfolio information was provided by the underlying
mutual funds. The Company has not independently verified such information.

The expenses of the underlying mutual fund portfolios either are currently being
partially reimbursed or may be partially reimbursed in the future. There can be
no assurances that any reimbursement will continue. Management Fees, Other
Expenses and Total Annual Expenses are provided above on both a reimbursed and
not reimbursed basis, if applicable. See the prospectuses or statements of
additional information of the underlying mutual funds for details.

EXPENSE EXAMPLES: The examples which follow are designed to assist you in
understanding the various costs and expenses you will bear directly or
indirectly if you maintain Account Value in the Sub-accounts. The examples
reflect expenses of our Sub-accounts, as well as those for the underlying mutual
fund portfolios.

The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts; (b) fees and expenses remain constant; (c) there are no
withdrawals of Account Value during the period shown; (d) there are no transfers
or other transactions subject to a fee during the period shown; (e) no tax
charge applies; and (f) the expenses throughout the period for the underlying
mutual fund portfolios will be the lower of the expenses without any applicable
reimbursement or expenses after any applicable reimbursement, as shown above in
the section entitled Contract Expense Summary.

THE EXAMPLES ARE ILLUSTRATIVE ONLY - THEY SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE UNDERLYING MUTUAL FUND
PORTFOLIOS - ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
Sub-accounts are referred to below by their specific names.

Examples (amounts shown are rounded to the nearest dollar)

If you surrender your Annuity at the end of the applicable time period, you
would pay the following expenses on a $1,000 investment, assuming 5% annual
return on assets:

<TABLE>
<CAPTION>
Sub-accounts After:
<S> <C> <C> <C> <C>
1 yr. 3 yrs. 5 yrs. 10 yrs.

WF Asset Allocation [TO BE UPDATED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
</TABLE>

<PAGE>

If you do not surrender your Annuity at the end of the applicable time period or
begin taking annuity payments at such time, you would pay the following expenses
on a $1,000 investment, assuming 5% annual return on assets:

<TABLE>
<CAPTION>
Sub-accounts After:
<S> <C> <C> <C> <C>
1 yr. 3 yrs. 5 yrs. 10 yrs.

CONDENSED FINANCIAL INFORMATION: The Unit Prices and number of Units in the
Sub-accounts are shown below for all Sub-accounts that commenced operations
prior to 1995, as is yield information on the WF Money Market Sub-account. All
of these Sub-accounts were available during the periods shown as investment
options for other variable annuities we offer pursuant to different
prospectuses. The charges assessed against the Sub-accounts under the terms of
those other variable annuities are the same as the charges assessed against such
Sub-accounts under the Annuity offered pursuant to this Prospectus.

Unit Prices And Numbers Of Units: The following table shows: (a) the Unit
Price as of the dates shown for Units in each of the Class 1 Sub-accounts of
Separate Account B being offered pursuant to this Prospectus or which we offer
pursuant to certain other prospectuses that were in operation prior to 1995; and
(b) the number of Units outstanding in each such Sub-account as of the dates
shown. The year in which operations commenced in each such Sub-account is noted
in parentheses. The portfolios in which a particular Sub-account invests may or
may not have commenced operations prior to the date such Sub-account commenced
operations. The initial offering price for each Sub-account was $10.00.

Sub-account and the Year Sub-account Operations Commenced

[TO BE UPDATED BY AMENDMENT]

<TABLE>
<CAPTION>
WF WF
WF U.S. Growth WF
Asset Government and Money
Allocation Allocation Income Market
(1994) (1994) (1994) (1994)
---- ------ ------ ------

<S> <C> <C> <C> <C>
No. of Units
as of 12/31/95
as of 12/31/94 743,176 84,609 204,067 144,050

Unit Price
as of 12/31/95
as of 12/31/94 $10.01 $ 9.94 $10.34 $10.18

T. Rowe
Price Founders INVESCO
JanCap International Capital Equity
Growth Equity Appreciation Income
(1992) (1994) (1994) (1994)
No. of Units
as of 12/31/95
as of 12/31/94 22,354,170 11,166,758 2,575,105 6,633,333
as of 12/31/93 13,603,637
as of 12/31/92 1,476,139

Unit Price
as of 12/31/95
as of 12/31/94 $10.91 $ 9.49 $10.69 $ 9.61
as of 12/31/93 11.59
as of 12/31/92 10.51

Sub-account and the Year Sub-account Operations Commenced

PIMCO PIMCO
Total Limited Berger
Return Maturity Capital AA
Bond Bond Growth Growth
(1994) (1995) (1994) (1988)

No. of Units
as of 12/31/95
as of 12/31/94 4,577,708 301,267 5,614,760
as of 12/31/93 2,997,458
as of 12/31/92 1,482,037
as of 12/31/91 559,779
as of 12/31/90 82,302
as of 12/31/89 6,900
as of 12/31/88 0

Unit Price
as of 12/31/95
as of 12/31/94 $9.61 $9.94 $23.18
as of 12/31/93 23.18
as of 12/31/92 19.19
as of 12/31/91 17.32
as of 12/31/90 12.51
as of 12/31/89 12.19
as of 12/31/88 0
</TABLE>

The financial statements of the Sub-accounts being offered to you are found in
the Statement of Additional Information.

Yields On Money Market Sub-account: Shown below are the current and
effective yields for a hypothetical contract. The yield is calculated based on
the performance of the WF Money Market Sub-account during the last seven days of
the calendar year ending prior to the date of this Prospectus. At the beginning
of the seven day period, the hypothetical contract had a balance of one Unit.
The current and effective yields reflect the recurring charges against the
Sub-account. Please note that current and effective yield information will
fluctuate. This information may not provide a basis for comparisons with
deposits in banks or other institutions which pay a fixed yield over a stated
period of time, or with investment companies which do not serve as underlying
funds for variable annuities.

Sub-account Current Yield Effective Yield
WF Money Market [ ] [ ]

INVESTMENT OPTIONS: We offer a range of variable and fixed options as ways
to invest your Account Value.

Variable Investment Options: During the accumulation phase, we offer a
number of Sub-accounts as variable investment options. These are all Class 1
Sub-accounts of American Skandia Life Assurance Corporation Variable Account B
("Separate Account B"). Each of these Sub-accounts invests exclusively in one
underlying mutual fund portfolio of the LA Trust, the AST Trust or The Alger
American Fund. As of the date of this Prospectus, the Sub-accounts and the
portfolios in which they invest are as follows:

<PAGE>

<TABLE>
<CAPTION>
Underlying Mutual Fund: Life & Annuity Trust

<S> <C> <C>
Sub-account Underlying Mutual Fund Portfolio

WF Asset Allocation Asset Allocation Fund
WF U.S. Government Allocation U.S. Government Allocation Fund
WF Growth and Income Growth and Income Fund
WF Money Market Money Market Fund

Underlying Mutual Fund: American Skandia Trust

Sub-account Underlying Mutual Fund Portfolio

JanCap Growth JanCap Growth
T. Rowe Price International Equity T. Rowe Price International Equity
Founders Capital Appreciation Founders Capital Appreciation
INVESCO Equity Income INVESCO Equity Income
PIMCO Total Return Bond PIMCO Total Return Bond
PIMCO Limited Maturity Bond PIMCO Limited Maturity Bond
Berger Capital Growth Berger Capital Growth

Underlying Mutual Fund: The Alger American Fund

Sub-account Underlying Mutual Fund Portfolio
AA Growth Alger American Growth
</TABLE>

Certain Sub-accounts may not be available in all jurisdictions. If and when we
obtain approval of the applicable authorities to make such variable investment
options available, we will notify Owners of the availability of such
Sub-accounts.

We may make other underlying mutual funds available by creating new
Sub-accounts. Additionally, new portfolios may be made available by the creation
of new Sub-accounts from time to time. Such a new portfolio of an underlying
mutual fund may be disclosed in its prospectus. However, addition of a portfolio
does not require us to create a new Sub-account to invest in that portfolio. We
may take other actions in relation to the Sub-accounts and/or Separate Account B
(see "Modifications").

Each underlying mutual fund, or portfolio thereof, is registered under the
Investment Company Act of 1940, as amended (the "1940 Act") as an open-end
management investment company. Each underlying mutual fund or portfolio thereof
may or may not be diversified as defined in the 1940 Act. As of the date of this
Prospectus, the portfolios in which Sub-accounts offered pursuant to this
Prospectus invest are those shown above. A summary of the investment objectives
and policies of such underlying mutual fund portfolios is found in Appendix B.
The trustees or directors, as applicable, of an underlying mutual fund may add,
eliminate or substitute portfolios from time to time. Generally, each portfolio
issues a separate class of shares. Shares of the underlying mutual fund
portfolios are available to separate accounts of life insurance companies
offering variable annuity and variable life insurance products. The shares may
also be made available, subject to obtaining all required regulatory approvals,
for direct purchase by various pension and retirement savings plans that qualify
for preferential tax treatment under the Code.

The investment objectives, policies, charges, operations, the attendant risks
and other details pertaining to each underlying mutual fund portfolio are
described in the prospectus of each underlying mutual fund and the statements of
additional information for such underlying mutual fund. Also included in such
information is the investment policy of each mutual fund or portfolio regarding
the acceptable ratings by recognized rating services for bonds and other debt
obligations. There can be no guarantee that any underlying mutual fund or
portfolio will meet its investment objectives.

Shares of the underlying mutual funds may be available to variable life
insurance and variable annuity separate accounts of other insurance companies.
Possible consequences of this multiple availability are discussed in the
subsection entitled Resolving Material Conflicts.

The prospectus for any underlying mutual fund or funds being considered by you
should be read in conjunction herewith. A copy of each prospectus may be
obtained without charge from us by calling 1-800-680-8920 or writing to us at
P.O. Box 883, Attention:
Stagecoach Variable Annuity Administration, Shelton, Connecticut, 06484-0883.

Fixed Investment Options: For the payout phase you may elect fixed annuity
payments based on our then current annuity rates. The discussion below describes
the fixed investment options in the accumulation phase.

As of the date of this Prospectus we offer in most jurisdictions in which the
Annuity is available Fixed Allocations with Guarantee Periods of 1, 2, 3, 5, 7
and 10 years. Each such Fixed Allocation is accounted for separately. Each Fixed
Allocation earns a fixed rate of interest throughout a set period of time called
a Guarantee Period. Multiple Fixed Allocations are permitted, subject to our
allocation rules. The duration of a Guarantee Period may be the same or
different from the duration of the Guarantee Periods of any of your prior Fixed
Allocations.

We may or may not be able to obtain approval in the future in certain
jurisdictions of endorsements to individual or group Annuities that include the
type of Fixed Allocations offered pursuant to this Prospectus. If such approval
is obtained, we will take those steps needed to make such Fixed Allocations
available to purchasers to whom Annuities were issued prior to the date of such
approval.

To the extent permitted by law, we reserve the right at any time to offer
Guarantee Periods with durations that differ from those which were available
when your Annuity was issued. We also reserve the right at any time to stop
accepting new allocations, transfers or renewals for a particular Guarantee
Period. Such an action may have an impact on the MVA (see "Account Value of the
Fixed Allocations").

A Guarantee Period for a Fixed Allocation begins: (a) when all or part of a Net
Purchase Payment is allocated for that particular Guarantee Period; (b) upon
transfer of any of your Account Value to a Fixed Allocation for that particular
Guarantee Period; or (c) when a Guarantee Period attributable to a Fixed
Allocation "renews" after its Maturity Date.

We declare the rates of interest applicable during the various Guarantee Periods
offered. Declared rates are effective annual rates of interest. The rate of
interest applicable to a Fixed Allocation is the one in effect when its
Guarantee Period begins. The rate is guaranteed throughout the Guarantee Period.
We inform you of the interest rate applicable to a Fixed Allocation, as well as
its Maturity Date, when we confirm the allocation. We declare interest rates
applicable to new Fixed Allocations from time-to-time. Any new Fixed Allocation
in an existing Annuity is credited interest at a rate not less than the rate we
are then crediting to Fixed Allocations for the same Guarantee Period selected
by new Annuity purchasers in the same class.

The interest rates we credit are subject to a minimum. We may declare a higher
rate. The minimum is based on both an index and a reduction to the interest rate
determined according to the index.

The index is based on the published rate for certificates of indebtedness
(bills, notes or bonds, depending on the term of indebtedness) of the United
States Treasury at the most recent Treasury auction held at least 30 days prior
to the beginning of the applicable Fixed Allocation's Guarantee Period. The term
(length of time from issuance to maturity) of the certificates of indebtedness
upon which the index is based is the same as the duration of the Guarantee
Period. If no certificates of indebtedness are available for such term, the next
shortest term is used. If the United States Treasury's auction program is
discontinued, we will substitute indexes which in our opinion are comparable. If
required, implementation of such substitute indexes will be subject to approval
by the Securities and Exchange Commission and the Insurance Department of the
jurisdiction in which your Annuity was delivered. (For Annuities issued as
certificates of participation in a group contract, it is our expectation that
approval of only the jurisdiction in which such group contract was delivered
applies.)

The reduction used in determining the minimum interest rate is two and one
quarter percent of interest (2.25%).

Where required by the laws of a particular jurisdiction, a specific minimum
interest rate, compounded yearly, will apply should the index less the reduction
be less than the specific minimum interest rate applicable to that jurisdiction.

WE MAY CHANGE THE INTEREST RATES WE CREDIT NEW FIXED ALLOCATIONS AT ANY TIME.
Any such change does not have an impact on the rates applicable to Fixed
Allocations with Guarantee Periods that began prior to such change. However,
such a change will affect the MVA (see "Account Value of the Fixed
Allocations").

We have no specific formula for determining the interest rates we declare. Rates
may differ between classes and between types of annuities we offer, even for
guarantees of the same duration starting at the same time. We expect our
interest rate declarations for Fixed Allocations to reflect the returns
available on the type of investments we make to support the various classes of
annuities supported by the assets in Separate Account D. However, we may also
take into consideration in determining rates such factors including, but not
limited to, the durations offered by the annuities supported by the assets in
Separate Account D, regulatory and tax requirements, the liquidity of the
secondary markets for the type of investments we make, commissions,
administrative expenses, investment expenses, our mortality and expense risks in
relation to Fixed Allocations, general economic trends and competition. OUR
MANAGEMENT MAKES THE FINAL DETERMINATION AS TO INTEREST RATES TO BE CREDITED. WE
CANNOT PREDICT THE RATES WE WILL DECLARE IN THE FUTURE.

OPERATIONS OF THE SEPARATE ACCOUNTS: The assets supporting our obligations
under the Annuities may be held in various accounts, depending on the obligation
being supported. In the accumulation phase, assets supporting Account Values are
held in separate accounts established under the laws of the State of
Connecticut. In the payout phase, assets supporting fixed annuity payments and
any adjustable annuity payments we make available are held in our general
account.

Separate Accounts: We are the legal owner of assets in the separate
accounts. Income, gains and losses, whether or not realized, from assets
allocated to these separate accounts, are credited to or charged against each
such separate account in accordance with the terms of the annuities supported by
such assets without regard to our other income, gains or losses or to the
income, gains or losses in any other of our separate accounts. We will maintain
assets in each separate account with a total market value at least equal to the
reserve and other liabilities we must maintain in relation to the annuity
obligations supported by such assets. These assets may only be charged with
liabilities which arise from such annuities. This may include Annuities offered
pursuant to this Prospectus or certain other annuities we may offer. The
investments made by separate accounts are subject to the requirements of
applicable state laws. These investment requirements may differ between those
for separate accounts supporting variable obligations and those for separate
accounts supporting fixed obligations.

Separate Account B: In the accumulation phase, the assets supporting
obligations based on allocations to the variable investment options are held in
our Separate Account B. Separate Account B consists of multiple Sub-accounts.
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 all Class 1
Sub-accounts of Separate Account B. Each class of Sub-accounts in Separate
Account B has a different level of charges assessed against such Sub-accounts.

The amount of our obligations 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 is registered with the SEC under the Investment Company Act
of 1940 (the "1940 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 single mutual fund or mutual fund portfolio.

The only Sub-accounts available for allocation of your Account Value are those
offered pursuant to this Prospectus. Persons interested in our other annuities
may be offered the same or different Sub-accounts of Separate Account B or any
of our other separate accounts. Such sub-accounts may invest in some or all of
the same underlying mutual funds or portfolios of such underlying mutual funds
as the Sub-accounts offered pursuant to this Prospectus. As of the date of this
Prospectus, the Annuities offered pursuant to this Prospectus and annuities
offered pursuant to a number of other prospectuses maintained assets in Class 1
Sub-accounts. We may offer additional annuities that maintain assets in Class 1
Sub-accounts. In addition, some of the Class 1 Sub-accounts may invest in
underlying mutual funds or underlying mutual fund portfolios in which
Sub-accounts in other classes of Separate Account B invest.

You will find additional information about these underlying mutual funds and
portfolios in the prospectuses for such funds. Portfolios added to the
underlying mutual funds may or may not be offered through added Sub-accounts.

Sub-accounts are permitted to invest in underlying mutual funds or portfolios
that we consider suitable. We also reserve the right to add Sub-accounts,
eliminate Sub-accounts, to combine Sub-accounts, or to substitute underlying
mutual funds or portfolios of underlying mutual funds.

Values and benefits based on allocations to the Sub-accounts will vary with the
investment performance of the underlying mutual funds or fund portfolios, as
applicable. We do not guarantee the investment results of any Sub-account, nor
is there any assurance that the Account Value allocated to the Sub-accounts will
equal the amounts allocated to the Sub-accounts as of any time other than the
Valuation Period of such allocation. You bear the entire investment risk.

Separate Account D: In the accumulation phase, assets supporting our
obligations based on Fixed Allocations are held in Separate Account D, which is
a "non-unitized" separate account. Such obligations are based on the interest
rates we credit to Fixed Allocations and the terms of the Annuities. These
obligations do not depend on the investment performance of the assets in
Separate Account D. Separate Account D was established by us pursuant to
Connecticut law.

There are no discrete units in Separate Account D. No party with rights under
any annuity nor any group contract owner participates in the investment gain or
loss from assets belonging to Separate Account D. Such gain or loss accrues
solely to us. We retain the risk that the value of the assets in Separate
Account D may drop below the reserves and other liabilities we must maintain.
Should the value of the assets in Separate Account D drop below the reserve and
other liabilities we must maintain in relation to the annuities supported by
such assets, we will transfer assets from our general account to Separate
Account D to make up the difference. We have the right to transfer to our
general account any assets of Separate Account D in excess of such reserves and
other liabilities. We maintain assets in Separate Account D supporting a number
of annuities we offer.

If you surrender, withdraw or transfer Account Value from a Fixed Allocation
before the end of its Guarantee Period, you bear the risk inherent in the MVA
(see "Account Value of the Fixed Allocations"). The Account Value of a Fixed
Allocation is guaranteed on its Maturity Date (and, where required by law, 30
days prior to the Maturity Date) to be its then current Interim Value.

We operate Separate Account D in a fashion designed to meet the obligations
created by Fixed Allocations. Factors affecting these operations include the
following:

(1) The State of New York, which is one of the jurisdictions in which
we are licensed to do business, requires that we meet certain "matching"
requirements. These requirements address the matching of the durations of the
assets with the durations of obligations supported by such assets. We believe
these matching requirements are designed to control an insurer's ability to risk
investing in long-term assets to support short term interest rate guarantees. We
also believe this limitation controls an insurer's ability to offer unrealistic
rate guarantees.

(2) We employ an investment strategy designed to limit the risk of
default. Some of the guidelines of our current investment strategy for Separate
Account D include, but are not limited to the following:

(a) Investments may be made in cash; debt securities issued by
the United States Government or its agencies and instrumentalities; money market
instruments; short, intermediate and long-term corporate obligations; private
placements; asset-backed obligations; and municipal bonds.

(b) At the time of purchase, fixed income securities will be
in one of the top four generic lettered rating classifications as established by
Standard & Poor's or Moody's Investor Services, Inc., or any Nationally
Recognized Statistical Rating Organization ("NRSRO").

We are not obligated to invest according to the aforementioned guidelines or any
other strategy except as may be required by Connecticut and other state
insurance laws.

(3) We have the sole discretion to employ investment managers that we
believe are qualified, experienced and reputable to manage Separate Account D.
Each manager is responsible for investment management of different portions of
Separate Account D. From time to time additional investment managers may be
employed or investment managers may cease being employed. We are under no
obligation to employ or continue to employ any investment manager(s).

(4) The assets in Separate Account D are accounted for at their market
value, rather than at book value.

(5) We are obligated by law to maintain our capital and surplus, as
well as our reserves, at the levels required by applicable state insurance law
and regulation.

INSURANCE ASPECTS OF THE ANNUITY: As an insurance company we bear the
insurance risk inherent in the Annuity. This includes the risks that mortality
and expenses exceed our expectations, and the investment and re-investment risks
in relation to the assets supporting obligations not based on the investment
performance of a separate account. We are subject to regulation that requires
reserving and other practices in a manner that minimizes the insurance risk (see
"Regulation").

CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY: The Annuity charges
which are assessed or may be assessable under certain circumstances are the
contingent deferred sales charge, a charge for taxes and a transfer fee. These
charges are allocated according to our rules. The transfer charge is not
assessed if no Account Value is maintained in the Sub-accounts at the time such
charge is payable. However, we make certain assumptions regarding transfer
expenses as part of the overall expense assumptions used in determining the
interest rates we credit to Fixed Allocations. Charges are also assessed against
the Sub-accounts and the underlying mutual funds. We also may charge you for
special services, such as dollar cost averaging, rebalancing, Systematic
Withdrawals, Minimum Distributions, and additional reports. As of the date of
this Prospectus, we do not charge you for any special services.

Contingent Deferred Sales Charge: Although we incur sales expenses in
connection with the sale of contracts (for example, preparation of sales
literature, expenses of selling and distributing the contracts, including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be assessed. We assess a contingent deferred sales charge against the
portion of any withdrawal or surrender that is deemed to be a liquidation of
your Purchase Payments paid within the preceding seven years. The contingent
deferred sales charge applies to each Purchase Payment that is liquidated. It is
a decreasing percentage of the Purchase Payment being liquidated. The charge
decreases as the Purchase Payment ages. The aging of a Purchase Payment is
measured from the date it is applied to your Account Value. The charge is: year
1 -7.0%; year 2 - 7.0%; year 3 - 6.0%; year 4 - 5.0%; year 5 - 4.0%; year 6 -
3.0%; year 7 - 2.0%; year 8 and thereafter - 0%.

Each Annuity Year in the accumulation phase you may withdraw a limited amount of
Account Value without application of any contingent deferred sales charge (see
"Free Withdrawal"). However, for purposes of the contingent deferred sales
charge, amounts withdrawn as a free withdrawal are not considered as liquidation
of Purchase Payments. Account Value is deemed withdrawn according to specific
rules in determining how much, if any, contingent deferred sales charge applies
to a partial withdrawal (see "Partial Withdrawal"). There is no contingent
deferred sales charge if all Purchase Payments were received at least 7 years
prior to the date of either a full surrender or partial withdrawal. Where
permitted by law, any contingent deferred sales charge applicable to a full
surrender is waived if such full surrender qualifies under our rules as a
medically-related withdrawal (see "Medically-Related Surrenders").

From time to time we may reduce the amount of the contingent deferred sales
charge, the period during which it applies, or both, when Annuities are sold to
individuals or a group of individuals in a manner that reduces sales expenses.
We would consider such factors as: (a) the size and type of group; (b) the
amount of Purchase Payments; (c) present Owners making additional Purchase
Payments; and/or (d) other transactions where sales expenses are likely to be
reduced.

No contingent deferred sales charge is imposed when any group annuity contract
or any Annuity issued pursuant to this Prospectus is owned on its Issue Date by:
(a) any parent company, affiliate or subsidiary of ours; (b) an officer,
director, employee, retiree, sales representative, or in the case of an
affiliated broker-dealer, registered representative of such company; (c) a
director or trustee of any underlying mutual fund; (d) a director, officer or
employee of any investment manager or sub-advisor providing investment
management and/or advisory services to an underlying mutual fund or any
affiliate of such investment managers sub-advisor; (e) a director, officer,
employee or registered representative of a broker-dealer that has a then current
selling agreement with American Skandia Marketing, Incorporated, formerly
Skandia Life Equity Sales Corporation; (f) the then current spouse of any such
person noted in (b) through (e), above; (g) parents of any such person noted in
(b) through (f) above; and (h) such person's child or other legal dependent
under age of 21. No such group contract or Annuity is eligible for any
Additional Amount due to the size of Purchase Payments (see "Breakpoints") or
may qualify under any Exchange Program (see "Exchange Contracts").

No contingent deferred sales charge is assessed on Minimum Distributions, to the
extent such Minimum Distributions are required from your Annuity at the time it
is taken. However, the charge may be assessed for any partial withdrawal taken
in excess of the Minimum Distribution, even if such amount is taken to meet
minimum distribution requirements in relation to other savings or investments
held pursuant to various retirement plans designed to qualify for preferred tax
treatment under various sections of the Code (see "Minimum Distributions").

Any elimination of the contingent deferred sales charge or any reduction to the
amount or duration of such charges will not discriminate unfairly between
Annuity purchasers. We will not make any such changes to this charge where
prohibited by law.

Expenses incurred in connection with the sale of Annuities may exceed the
charges made for such purpose. We expect that the contingent deferred sales
charge will not be sufficient to cover the sales expenses. We expect to meet any
deficiency from any profit we may make on Annuities and from our surplus. This
may include proceeds from, among others, the mortality and expense risk charges
assessed against the Sub-accounts.

Tax Charges: In several states a tax is payable. We will deduct the amount
of tax payable, if any, from your Purchase Payments if the tax is then incurred
or from your Account Value when applied under an annuity option if the tax is
incurred at that time. The amount of the tax varies from jurisdiction to
jurisdiction. It may also vary depending on whether the Annuity qualifies for
certain treatment under the Code. In each jurisdiction, the state legislature
may change the amount of any current tax, may decide to impose the tax,
eliminate it, or change the time it becomes payable. In those jurisdictions
imposing such a tax, the tax rates currently in effect range up to 3 1/2%. In
addition to state taxes, local taxes may also apply. The amounts of these taxes
may exceed those for state taxes.

Transfer Fee: We charge $10.00 for each transfer after the twelfth in each
Annuity Year. However, the fee is only charged if there is Account Value in at
least one Sub-account immediately subsequent to such transfer.

Allocation Of Annuity Charges: Charges applicable to a surrender are used
in calculating Surrender Value. Charges applicable to any type of withdrawal are
taken from the investment options in the same ratio as such a withdrawal is
taken from the investment options (see "Allocation Rules"). The transfer fee is
assessed against the Sub-accounts in which you maintain Account Value
immediately subsequent to such transfer. The transfer fee is allocated on a
pro-rata basis in relation to the Account Values in such Sub-accounts as of the
Valuation Period for which we price the applicable transfer. No fee is assessed
if there is no Account Value in any Sub-account at such time. Tax charges are
assessed against the entire Purchase Payment or Account Value as applicable.

CHARGES ASSESSED AGAINST THE ASSETS: There are charges assessed against
assets in the Sub-accounts. These charges are described below. There are no
charges deducted from the Fixed Allocations. The factors we use in determining
the interest rates we credit Fixed Allocations are described above in the
subsection entitled "Fixed Investment Options". No charges are deducted from
assets supporting fixed or adjustable annuity payments. The factors we use in
determining fixed or adjustable annuity payments include, but are not limited
to, our expected investment returns, costs, risks and profit targets. We reserve
the right to assess a charge against the Sub-accounts and the Fixed Allocations
equal to any taxes which may be imposed upon the separate accounts.

Administration Charge: We assess each Class 1 Sub-account, on a daily
basis, an administration charge. The charge is 0.15% per year of the average
daily total value of such Sub-account.

We assess the administration charge at amounts we believe necessary to recover
the actual costs of administering the Account Values allocated to the Class 1
Sub-accounts and Separate Account B itself. The administration charge can be
increased only for Annuities issued subsequent to the effective date of any such
change.

A relationship does not necessarily exist between the portion of the
administration charge attributable to a particular Annuity and the expenses
attributable to that Annuity. However, we believe the total administration
charges made against the Class 1 Sub-accounts will not be greater than the total
anticipated costs. We allocate costs pro-rata between classes in Separate
Account B in proportion to the assets in various classes. Types of expenses
which might be incurred include, but are not necessarily limited to, the
expenses of: developing and maintaining a computer support system for
administering the Account Values in the Sub-accounts and Separate Account B
itself, preparing and delivering confirmations and quarterly statements,
processing transfers, withdrawal and surrender requests, responding to Owner
inquiries, reconciling and depositing cash receipts, calculating and monitoring
daily values of each Sub-account, reporting for the Sub-accounts, including
quarterly, semi-annual and annual reports, and mailing and tabulation of
shareholder proxy solicitations.

From time to time we may reduce the amount of the administration charge. We may
do so when Annuities are sold to individuals or a group of individuals in a
manner that reduces administrative expenses. We would consider such factors as:
(a) the size and type of group; (b) the number of Annuities purchased by an
Owner; (c) the amount of Purchase Payments; and/or (d) other transactions where
administration expenses are likely to be reduced.

Any elimination of the administration charge or any reduction of such charge
will not discriminate unfairly between Annuity purchasers. We will not make any
changes to these charges where prohibited by law.

Mortality and Expense Risk Charges: For Class 1 Sub-accounts, the mortality
risk charge is 0.90% per year and the expense risk charge is 0.35% per year.
These charges are assessed in combination each day against each Sub-account at
the rate of 1.25% per year of the average daily total value of each Sub-account.

With respect to the mortality risk charge, we assume the risk that the mortality
experience under the Annuities may be less favorable than our assumptions. This
could arise for a number of reasons, such as when persons upon whose lives
annuity payments are based live longer than we anticipated, or when the
Sub-accounts decline in value resulting in losses in paying death benefits. If
our mortality assumptions prove to be inadequate, we will absorb any resulting
loss. Conversely, if the actual experience is more favorable than our
assumptions, then we will benefit from the gain. We also assume the risk that
the administration charge may be insufficient to cover our actual administration
costs. If we realize a profit from the mortality and expense risk charges, such
profit may be used to recover sales expenses incurred which may not be recovered
by the contingent deferred sales charge.

CHARGES OF THE UNDERLYING MUTUAL FUNDS: Each underlying mutual fund
assesses various charges for investment management and investment advisory fees.
These charges generally differ between portfolios within the same underlying
mutual fund. You will find additional details in each fund prospectus and its
statement of additional information.

PURCHASING ANNUITIES: You may purchase an Annuity for various purposes. You
must meet our requirements before we issue an Annuity and it takes effect.
Certain benefits may be available to certain classes of purchasers, including,
but not limited to, those who submit Purchase Payments above specified
breakpoint levels and those who are exchanging a contract issued by another
insurer for an Annuity. You have a "free-look" period during which you may
return your Annuity for a refund amount which may be less or more than your
Purchase Payment, except in specific circumstances.

Uses Of The Annuity: The Annuity may be issued in connection with or
purchased as a funding vehicle for certain retirement plans which meet the
requirements of various sections of the Code, including Sections 401 (corporate,
association, or self-employed individuals' retirement plans), Section 403(b)
(tax-sheltered annuities available to employees of certain qualifying employers)
and Section 408 (individual retirement accounts and individual retirement
annuities - "IRAs"; Simplified Employee Pensions). We may require additional
information regarding the applicable retirement plans before we issue an Annuity
to be used in connection with such retirement plans. We may also restrict or
change certain rights and benefits, if in our opinion, such restrictions or
changes are necessary for your Annuity to be used in connection with such
retirement plans. We may elect to no longer offer Annuities in connection with
various retirement plans. The Annuity may also be used in connection with plans
that do not qualify under the sections of the Code noted above. Some of the
potential tax consequences resulting from various uses of the Annuities are
discussed in the section entitled "Certain Tax Considerations".

Application And Initial Payment: You must meet our underwriting
requirements and forward a Purchase Payment if you seek to purchase an Annuity.
These requirements may include a properly completed Application. Where permitted
by law we may issue an Annuity without completion of an Application for certain
classes of Annuities.

The minimum initial Purchase Payment we accept if the Annuity is not to be used
in connection with a plan designed to qualify for special treatment under the
Code is $10,000. However, if you choose Auto Saver, we will accept a lower
initial Purchase Payment provided that the Purchase Payments received in the
first year total at least $10,000. The minimum initial Purchase Payment we
accept if the Annuity is to be used in connection with a plan designed to
qualify for special treatment under the Code is $2,000. However, if you choose
Auto Saver, we will accept a lower initial Purchase Payment provided that the
Purchase Payments received in the first year total at least $2,000. The initial
Purchase Payment must be paid by check or by wire transfer. It cannot be made
through Auto Saver. Our Office must give you prior approval before we accept a
Purchase Payment that would result in the Account Value of all annuities you
maintain with us exceeding $500,000. We confirm each Purchase Payment in
writing. Multiple annuities purchased from us within the same calendar year may
be treated for tax purposes as if they were a single annuity (see "Certain Tax
Considerations").

We reserve the right to allocate your initial Net Purchase Payment to the
investment options up to two business days after we receive, at our Office, all
of our requirements for issuing the Annuity as applied for. We may retain the
Purchase Payment and not allocate the initial Net Purchase Payment to the
investment options for up to five business days while we attempt to obtain all
such requirements. We will try to reach you or any other party from whom we need
any information or materials. If the requirements cannot be fulfilled within
that time, we will (a) attempt to inform you of the delay, and (b) return the
amount of the Purchase Payment, unless you specifically consent to our retaining
it until all our requirements are met. Once our requirements are met, the
initial Net Purchase Payment is applied to the investment options within two
business days. Once we accept your Purchase Payment and our requirements are
met, we issue an Annuity.

Breakpoints: Wherever allowed by law, we reserve the right to credit
certain additional amounts ("Additional Amounts") to your Annuity if you submit
large initial or subsequent Purchase Payments. Such Additional Amounts are
credited by us on your behalf with funds from our general account. As of the
date of this Prospectus, we were making such a program available. However, we
reserve the right to modify, suspend or terminate it at any time, or from time
to time, without notice.

The current breakpoints for qualifying for Additional Amounts are shown below.
Also shown is the value of such Additional Amounts as a percentage of your
Purchase Payment. The percentage also depends on the age of the oldest of any
Owner, if the Owners is a person, or the Annuitant, if the Owner is an entity,
on the date we receive the applicable Purchase Payment at our Office.

<PAGE>

<TABLE>
<CAPTION>
Age of the oldest of any Owner or the
Annuitant when we receive the applicable Additional Amount as a percentage
Total Purchase Payments received Purchase Payment at our Office of the Purchase Payment
-------------------------------- ------------------------------ -----------------------

<S> <C> <C>
At least $1,000,000.00 but
less than $5,000,000.00 Less than Age 75 3.00%

At least $1,000,000.00 but Age 75
less than $5,000,000.00 and older 1.50%

$5,000,000.00 or more Less than Age 75 3.75%

$5,000,000.00 or more Age 75
and older 2.00%
</TABLE>

However, the value of any Additional Amounts combined with any Exchange Credits
due under any exchange program we offer may not exceed the specified maximum
percentage under such exchange program (see "Exchange Contracts").

Additional Amounts are added at the same time the qualifying Net Purchase
Payment is allocated to the investment options, and are allocated to the
investment options in the same manner as such qualifying Net Purchase Payment.
Should you exercise your right to return the Annuity, any Additional Amount will
be deducted from your Account Value prior to determining the amount to be
returned to you. We do not consider Additional Amounts to be "investment in the
contract" for income tax purposes (see "Certain Tax Considerations"). Additional
Amounts credited are not included in any amounts you may withdraw without
assessment of the contingent deferred sales charge (see "Contingent Deferred
Sales Charge").

Generally, the breakpoints apply separately to each Purchase Payment. However,
we will apply the breakpoints cumulatively if you provide us In Writing evidence
satisfactory to us that you will submit additional Purchase Payments within a 13
month period. We require an initial Purchase Payment of at least $500,000.00
before we agree to such a program if it is designed to provide a total of at
least $1,000,000.00 of Purchase Payments over 13 months. We require an initial
Purchase Payment of at least $2,500,000.00 before we agree to such a program if
it is designed to provide a total of at least $5,000,000.00 over 13 months.

We retain the right to recover an amount from your Annuity if such additional
Purchase Payments are not received. The amount we may recover is the Additional
Amounts when applied. Amounts recovered will be taken pro-rata from the
investment options based on the Account Values in the investment options as of
the date of the recovery. If the amount of the recovery exceeds your then
current Surrender Value, we will recover all remaining Account Value and
terminate your Annuity.

Failure to inform us In Writing at or prior to the time of the initial Purchase
Payment that you intend to submit a pair or series of large Purchase Payments
within a 13 month period may result in your Annuity being credited no Additional
Amounts or fewer Additional Amounts than would otherwise be credited to you.

Exchange Contracts: We reserve the right to offer an exchange program (the
"Exchange Program") available only to purchasers who exchange an existing
contract issued by another insurance company not affiliated with us (an
"Exchange Contract") for an Annuity or who add, under certain qualified plans,
to an existing Annuity by exchanging an Exchange Contract. As of the date of
this Prospectus, where allowed by law, we were making such a program available.
However, we reserve the right to modify, suspend, or terminate it at any time or
from time to time without notice. If such an Exchange Program is in effect, it
will apply to all such exchanges for an Annuity.

Such a program would be available only where permitted by law to owners of
insurance or annuity contracts deemed not to constitute "securities" issued by
an investment company. Therefore, while a currently owned variable annuity or
variable life insurance policy may be exchanged for an Annuity pursuant to
Section 1035 of the Code, or where applicable, may qualify for a "rollover" or
transfer to an Annuity pursuant to certain other sections of the Code, such an
exchange, "rollover" or transfer of such a currently owned variable annuity or
variable life insurance policy subject to the 1940 Act will not qualify for any
Exchange Program being offered in relation to Annuities offered pursuant to this
Prospectus. You should carefully evaluate whether any particular Exchange
Program we offer benefits you more than if you continue to hold your Exchange
Contract. Factors to consider include, but are not limited to: (a) the amount,
if any, of the surrender charges under your Exchange Contract, which you should
ascertain from your insurance company; (b) the time remaining under your
Exchange Contract during which surrender charges apply; (c) the on-going
charges, if any, under your Exchange Contract versus the on-going charges under
an Annuity; (d) the contingent deferred sales charge under an Annuity; (e) the
amount and timing of any benefits under such an Exchange Program; and (f) the
potentially greater cost to you if the contingent deferred sales charge on an
Annuity or the surrender charge on your Exchange Contract exceeds the benefits
under such an Exchange Program. There could be adverse federal income tax
consequences. You should consult with your tax advisor as to the tax
consequences of such an exchange (see "Tax Free Exchanges").

Under the Exchange Program available as of the date of this Prospectus we add
certain amounts to your Account Value as exchange credits ("Exchange Credits").
Such Exchange Credits are credited by us on behalf of the Owners of Exchange
Contracts with funds from our general account. Subject to a specified limit (the
"Exchange Credit Limit") discussed below, the Exchange Credits equal the
surrender charge paid, if any, to the other insurance company plus the
difference, if any, between the "annuity value" and the "surrender value"
attributable to a difference in interest rates that have been or would be
credited to such values in annuities typically referred to as "two tier"
annuities. Both such amounts hereafter are referred to as a "surrender charge".
Determination of whether an Exchange Contract is a "two tier" annuity qualifying
for Exchange Credits is in our sole discretion. A "two-tier" annuity is
generally credited higher interest rates if there are no or limited withdrawals
before annuitization, and a lower interest rate would apply upon surrender and
most withdrawals.

Exchange Credits are not included in any amounts returned to you during the
"free-look" period described below.

This Exchange Program is subject to the following rules:

(1) We do not add Exchange Credits unless we receive In Writing evidence
satisfactory to us:

(a) of the surrender charge, if any, you paid to surrender the
Exchange Contract and the amount of any such charge (you may have particular
difficulty in obtaining satisfactory evidence of any surrender charge paid to
surrender an Exchange Contract typically referred to as a "two tier" annuity);
and

(b) that you acknowledge that you are aware that the
contingent deferred sales charge under this Annuity will be assessed in full
against any subsequent surrender or partial withdrawal to the extent then
applicable.

(2) The ratio of the Exchange Credits to be added to any Fixed
Allocation is the ratio between such Fixed Allocation and the Purchase Payment
that qualifies for this Exchange Credit on the date we allocate the Purchase
Payment. Exchange Credits not added to Fixed Allocations, if any, are allocated
pro-rata among the Sub-accounts based on your Account Values in such
Sub-accounts at the time we allocate the Exchange Credits.

(3) The Exchange Credit is allocated as of the later of (a), (b) or (c);
where

(a) is the date the applicable Purchase Payment is allocated to the
investment options;

(b) is 30 days after the Issue Date; and

(c) is the date we receive, In Writing, evidence satisfactory to us of the
amount of the surrender charge you paid to surrender the Exchange Contract.

For the fixed investment options, interest on the Exchange Credits is credited
as of the later of (a) or (b), where:

(a) is the date the applicable Purchase Payment was allocated; and

(b) is the date we receive, In Writing, evidence satisfactory to us of the
amount of the surrender charge you paid to surrender the Exchange Contract, if
more than 30 days after the Issue Date.

(4) The value of the Exchange Credits as of the date of the allocation
to the investment options equals the lesser of the Exchange Credit Limit or the
surrender charge you paid to surrender the Exchange Contract. The Exchange
Credit Limit is a percentage of the net amount payable upon surrender of the
Exchange Contract. The Exchange Credit Limit depends on: (a) the age of the
oldest of any Owner, if the Owner is a person, or the Annuitant, if the Owner is
an entity, on the date we receive the applicable Purchase Payment at our Office;
and (b) the amount of proceeds we receive upon surrender of the Exchange
Contract ("Exchange Proceeds"). The current limits are as follows:

<PAGE>

<TABLE>
<CAPTION>
Age of the oldest of any Owner or the
Annuitant when we receive the Exchange Exchange Credit Limit
applicable Purchase Payment at our Office Proceeds for all other uses

<S> <C> <C>
Under 75 $10,000 or more 5.50%
Under 75 $5,000 to $9,999.99 2.70%
Under 75 Under $5,000 1.80%
75 or over Under $5,000 0.00%
75 or over $5,000 to $9,999.99 0.00%
75 or over $10,000 or more 2.75%
</TABLE>

The Exchange Credit Limit is not based on any other Purchase Payment. We reserve
the right at any time and from time to time to increase or decrease the Exchange
Credit Limit. However, the Exchange Credit Limit in effect at any time will
apply to all purchases qualifying for the Exchange Program. Further, any
Additional Amounts described under "Breakpoints" combined with any Exchange
Credit due may not exceed the Exchange Credit Limit (see "Breakpoints").

(5) The value of any Exchange Credits is not considered "growth" for
purposes of determining amounts available as a free withdrawal (see "Free
Withdrawal").

(6) We do not consider additional amounts credited to Account Value
under the Exchange Program to be an increase in your "investment in the
contract" (see "Certain Tax Considerations").

Auto Saver: You may make Purchase Payments to your Annuity using Auto
Saver, but only for allocations to variable investment options. However, you
must pay at least one prior Purchase Payment by check or wire transfer. We may
accept an initial Purchase Payment lower than our standard minimum Purchase
Payment requirement of $10,000 if you also furnish Auto Saver instructions that
provide amounts that will meet a $10,000 minimum Purchase Payment requirement to
be paid within 12 months. For Annuities designed to qualify for special tax
treatment under the Code, we may accept an initial Purchase Payment lower than
our standard minimum Purchase Payment requirement of $2,000 if you also furnish
Auto Saver instructions that provide amounts that will meet a $2,000 minimum
Purchase Payment requirement to be paid within 12 months. We may accept
additional Purchase Payments in an amount lower than $100, if accompanied by an
Auto Saver authorization form allowing monthly Purchase Payments of at least
$50.

Periodic Purchase Payments: We may, from time-to-time, offer opportunities
to make Purchase Payments automatically on a periodic basis, subject to our
rules. These opportunities may include, but are not limited to, certain salary
reduction programs agreed to by an employer or other automatic periodic
transfers to us. As of the date of this Prospectus, we only agree to accept
Purchase Payments on such a basis if: (a) we receive your request In Writing for
a salary reduction program and we agree to accept Purchase Payments on this
basis; (b) the allocations are only to variable investment options or the
frequency and number of allocations to fixed investment options is limited in
accordance with our rules; and (c) the total of Purchase Payments in the first
Annuity Year is scheduled to equal at least our then current minimum
requirements. We may also require an initial Purchase Payment to be submitted by
check or wire before agreeing to such a program. Our minimum requirements may
differ based on the usage of the Annuity, such as whether it is being used in
conjunction with certain retirement plans.

Right to Return the Annuity: You have the right to return the Annuity
within twenty-one days of receipt or longer where required by law. The period in
which you can take this action is known as a "free-look" period. To exercise
your right to return the Annuity during the "free-look" period, you must return
the Annuity. The amount to be refunded is the then current Account Value plus
any tax charge deducted and less any Additional Amounts added due to premium
size (see "Breakpoints"). This is the "standard refund". If necessary to meet
Federal requirements for IRAs or certain state law requirements, we return the
greater of the "standard refund" or the Purchase Payments received less any
withdrawals (see "Allocation of Net Purchase Payments"). For Annuities subject
to California law, owners who are age 60 or older (or annuitants if the annuity
is owned by a non-natural person) may return the Annuity within thirty days of
receipt. The amount refunded is the standard refund. We tell you how we
determine the amount payable under any such right at the time we issue your
Annuity. Upon the termination of the "free-look" period, if you surrender your
Annuity, you may be assessed certain charges (see "Charges Assessed or
Assessable Against the Annuity").

Allocation of Net Purchase Payments: All allocations of Net Purchase
Payments are subject to our allocation rules (see "Allocation Rules").
Allocation of the portion of the initial Purchase Payment and any Net Purchase
Payments received during the "free-look" period that you wish to allocate to any
Sub-accounts are subject to an additional allocation rule if state law requires
return of at least your Purchase Payments should you return the Annuity under
such "free-look" provision. If such state law applies to your Annuity: (a) we
allocate any portion of any such Net Purchase Payments that you indicate you
wish to go into the Sub-accounts to the WF Money Market Sub-account; and (b) at
the end of such "free-look" period we reallocate Account Value according to your
then most recent allocation instructions to us, subject to our allocation rules.
However, where permitted by law in such jurisdictions, we will allocate such Net
Purchase Payments according to your instructions, without any temporary
allocation to the WF Money Market Sub-account, if you execute a return waiver
("Return Waiver"). Under the Return Waiver, you waive your right to the return
of the greater of the "standard refund" or the Purchase Payments received less
any withdrawals. Instead, you only are entitled to the return of the "standard
refund" (see "Right to Return the Annuity").

Your initial Purchase Payment, as well as other Purchase Payments will be
allocated in accordance with the then current requirements of any rebalancing,
asset allocation or market timing program which you have authorized or have
authorized an independent third party to use in connection with your Annuity
(see "Allocation Rules").

Balanced Investment Program: We offer a balanced investment program in
relation to your Purchase Payment if Fixed Allocations are available under your
Annuity. If you choose this program, we commit a portion of your Net Purchase
Payment as a Fixed Allocation for the Guarantee Period you select. This Fixed
Allocation will have grown pre-tax to equal the exact amount of your entire
Purchase Payment at the end of its initial Guarantee Period, if no amounts are
transferred or withdrawn from such Fixed Allocation. The rest of your Net
Purchase Payment is invested in the other investment options you select.

We reserve the right, from time to time, to credit additional amounts to Fixed
Allocations ("Additional Amounts") if you allocate Purchase Payments in
accordance with the balanced investment program we offer. We offer to do so at
our sole discretion. Such an offer is subject to our rules, including but not
limited to, a change to the MVA formula. For more information, see "Additional
Amounts in the Fixed Allocations".

Ownership, Annuitant and Beneficiary Designations: You make certain
designations that apply to the Annuity if issued. These designations are subject
to our rules and to various regulatory or statutory requirements depending on
the use of the Annuity. These designations include an Owner (if the Annuity is
issued as a certificate representing interest in a group annuity contract, the
designation will be for a participant), a contingent Owner, an Annuitant, a
Contingent Annuitant, a Beneficiary, and a contingent Beneficiary. Certain
designations are required, as indicated below. Such designations will be
revocable unless you indicate otherwise or we endorse your Annuity to indicate
that such designation is irrevocable to meet certain regulatory or statutory
requirements. Changing the Owner or Annuitant designations may affect the
minimum death benefit (see " Death Benefits").

Some of the tax implications of various designations are discussed in the
section entitled CERTAIN TAX CONSIDERATIONS. However, there are other tax issues
than those addressed in that section, including, but not limited to, estate and
inheritance tax issues. You should consult with a competent tax counselor
regarding the tax implications of various designations. You should also consult
with a competent legal advisor as to the implications of certain designations in
relation to an estate, bankruptcy, community property, where applicable, and
other matters.

An Owner must be named. You may name more than one Owner. If you do, all rights
reserved to Owners are then held jointly. We require the consent In Writing of
all joint Owners for any transaction for which we require the written consent of
Owners. Where required by law, we require the consent In Writing of the spouse
of any person with a vested interest in an Annuity. Naming someone other than
the payor of any Purchase Payment as Owner may have gift, estate or other tax
implications.

Where allowed by law, you may name a contingent Owner. However, this designation
takes effect only on or after the Annuity Date.

You must name an Annuitant. We do not accept a designation of joint Annuitants.
You may name one or more Contingent Annuitants. There may be adverse tax
consequences if a Contingent Annuitant succeeds an Annuitant and the Annuity is
owned by a trust that is neither tax exempt nor does not qualify for preferred
treatment under certain sections of the Code, such as Section 401 (a
"non-qualified" trust). In general, the Code is designed to prevent the benefit
of tax deferral from continuing for long periods of time on an indefinite basis.
Continuing the benefit of tax deferral by naming one or more Contingent
Annuitants when the Annuity is owned by a non-qualified trust might be deemed an
attempt to extend the tax deferral for an indefinite period. Therefore, adverse
tax treatment may depend on the terms of the trust, who is named as Contingent
Annuitant, as well as the particular facts and circumstances. You should consult
your tax advisor before naming a Contingent Annuitant if you expect to use an
Annuity in such a fashion. Where allowed by law, you must name Contingent
Annuitants according to our rules when an Annuity is used as a funding vehicle
for certain retirement plans designed to meet the requirements of Section 401 of
the Code.

You may name more than one primary and more than one contingent Beneficiary and
if you do, the proceeds will be paid in equal shares to the survivors in the
appropriate beneficiary class, unless you have requested otherwise In Writing.
If the primary Beneficiary dies before death proceeds become payable, the
proceeds will become payable to the contingent Beneficiary. If no Beneficiary is
alive when death proceeds become payable or in the absence of any Beneficiary
designation, the proceeds will vest in you or your estate.

ACCOUNT VALUE AND SURRENDER VALUE: In the accumulation phase your Annuity
has an Account Value. Your total Account Value is the sum of your Account Value
in each investment option. Surrender Value is the Account Value less any
applicable contingent deferred sales charge.

Account Value in the Sub-accounts: We determine your Account Value
separately for each Sub-account. To determine the Account Value in each
Sub-account we multiply the Unit Price as of the Valuation Period for which the
calculation is being made times the number of Units attributable to you in that
Sub-account as of that Valuation Period. The method we use to determine Unit
Prices is shown in the Statement of Additional Information.

The number of Units attributable to you in a Sub-account is the number of Units
you purchased less the number transferred or withdrawn. We determine the number
of Units involved in any transaction specified in dollars by dividing the dollar
value of the transaction by the Unit Price of the effected Sub-account as of the
Valuation Period applicable to such transaction.

Account Value of the Fixed Allocations: We determine the Account Value of
each Fixed Allocation separately. A Fixed Allocation's Account Value as of a
particular date is determined by multiplying its then current Interim Value
times the MVA.

A formula is used to determine the MVA. The formula is applied separately to
each Fixed Allocation. Values and time durations used in the formula are as of
the date for which the Account Value is being determined. The formula is:

[ (1+I) / (1+J+0.0010)] N/12

where:

I is the interest rate being credited to the Fixed Allocation;

J is the interest rate (for your class of annuities) being
credited to new Fixed Allocations with Guarantee Period
durations equal to the number of years (rounded to the next
higher integer when occurring on other than an anniversary of
the beginning of the Fixed Allocation's Guarantee Period)
remaining in your Fixed Allocation Guarantee Period;

N is the number of months (rounded to the next higher integer
when occurring on other than a monthly anniversary of the
beginning of the Guarantee Period) remaining in such Guarantee
Period.

The formula that applies if amounts are surrendered pursuant to the right to
return the Annuity is [(1+I)/(1+J)]N/12.

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date, and, where required by law, the 30 days prior to the Maturity Date. If we
are not offering a Guarantee Period with a duration equal to the number of years
remaining in a Fixed Allocation's Guarantee Period, we calculate a rate for "J"
above using a specific formula. This formula is described in the Statement of
Additional Information.

Our Current Rates are expected to be sensitive to interest rate fluctuations,
thereby making each MVA equally sensitive to such changes. There would be a
downward adjustment when the applicable Current Rate plus 0.10 percent of
interest exceeds the rate credited to the Fixed Allocation and an upward
adjustment when the applicable Current Rate is more than 0.10 percent of
interest lower than the rate being credited to the Fixed Allocation. See the
Statement of Additional Information for an illustration of how the MVA works.

We reserve the right, from time to time, to determine the MVA using an interest
rate lower than the Current Rate for all transactions applicable to a class of
Annuities. We may do so at our sole discretion. This would benefit all such
Annuities if transactions to which the MVA applies occur while we use such lower
interest rate.

Additional Amounts in the Fixed Allocations: To the extent permitted by
law, we reserve the right, from time to time, to credit Additional Amounts to
Fixed Allocations. We may do so at our sole discretion. We may offer to credit
such Additional Amounts only in relation to Fixed Allocations of specific
durations (i.e. 7 or 10 years) when used as part of certain programs we offer
such as the balanced investment program and dollar cost averaging (see "Balanced
Investment Program" and "Dollar Cost Averaging"). We would provide such
Additional Amounts with funds from our general account and credit them to the
applicable Fixed Allocation. Such a program is subject to the following rules:

(1) The Additional Amounts are credited in relation to initial or
additional Purchase Payments, not to Account Value transferred to a Fixed
Allocation for use in the applicable programs. The Additional Amounts are not
credited in relation to any exchange of another annuity issued by us for an
Annuity.

(2) The Additional Amounts are credited as of the later of the date the
applicable Purchase Payment is allocated to the applicable Fixed Allocation or
the 30th day after the Issue Date.

(3) Interest on the Additional Amounts is credited as of the date the
applicable Purchase Payment is allocated to the applicable Fixed Allocation.

(4) The Additional Amounts are a percentage of the amount credited to the
applicable Fixed Allocation. However, we may change the percentage from time to
time.

(5) There is an increase to any applicable "adjustment amount" in the
MVA formula, which otherwise is 0.0010, to 0.0020 (see "Account Value of the
Fixed Allocations"). This change would only apply to a transfer, surrender or
withdrawal from the applicable Fixed Allocation, but not to any payments of
death benefit proceeds or a medically-related surrender (see "Medically-Related
Surrender"). This change could reduce your Account Value.

(6) We do not consider Additional Amounts to be "investment in the
contract" for income tax purposes (see "Certain Tax Considerations").

(7) Additional Amounts credited are not included in any amounts you may
withdraw without assessment of the contingent deferred sales charge pursuant to
the Free Withdrawal provision (see "Free Withdrawals").

(8) We determine if a Purchase Payment is received during the period we
are offering such credits based on the earlier of: (a) the date we receive at
our Office the applicable Purchase Payment; or (b) the date we receive at our
Office our requirements in relation to either an exchange of an existing annuity
issued by another insurer or a "rollover" or transfer of such an annuity
pursuant to specific sections of the Code.

(9) No Purchase Payment may be applied to more than one program
crediting Additional Amounts solely to a Fixed Allocation.

(10) We reserve the right to reduce the Additional Amount, when the
Additional Amount combined with amounts we credit under various other programs
we may offer, such as the Exchange Program, exceed the Exchange Credit Limit
(see "Exchange Contracts").

RIGHTS, BENEFITS AND SERVICES: The Annuity provides various rights,
benefits and services subsequent to its issuance and your decision to keep it
beyond the free-look period. A number of these rights, benefits and services, as
well as some of the rules and conditions to which they are subject, are
described below. These rights, benefits and services include, but are not
limited to: (a) making additional Purchase Payments; (b) changing revocable
designations; (c) transferring Account Values between investment options; (d)
receiving lump sum payments, Systematic Withdrawals or Minimum Distributions,
annuity payments and death benefits; (e) transferring or assigning your Annuity;
(f) exercising certain voting rights in relation to the underlying mutual funds
in which the Sub-accounts invest; and (g) receiving reports. These rights,
benefits and services may be limited, eliminated or altered when an Annuity is
purchased in conjunction with a qualified plan. We may require presentation of
proper identification, including a personal identification number ("PIN") issued
by us, prior to accepting any instruction by telephone. To the extent permitted
by law or regulation, neither we or any person authorized by us will be
responsible for any claim, loss, liability or expense in connection with a
telephone transfer if we or such other person acted on telephone transfer
instructions in good faith in reliance on your telephone transfer authorization
and on reasonable procedures to identify persons so authorized through
verification methods which may include a request for your Social Security number
or a personal identification number (PIN) as issued by us. We may be liable for
losses due to unauthorized or fraudulent instructions should we not follow such
reasonable procedures.

Additional Purchase Payments: The minimum for any additional Purchase
Payment is $100 except as part of an Auto Saver program (see "Auto Saver"), or
unless we authorize lower payments pursuant to a Periodic Purchase Payment
program (see "Periodic Purchase Payments"), or less where required by law.
Additional Purchase Payments may be paid at any time before the Annuity Date.
Subject to our allocation rules, we allocate additional Net Purchase Payments
according to your instructions. Should no instructions be received, we shall
return your additional Purchase Payment.

Changing Revocable Designations: Unless you indicated that a prior choice
was irrevocable or your Annuity has been endorsed to limit certain changes, you
may request to change Owner, Annuitant and Beneficiary designations by sending a
request In Writing. Where allowed by law, such changes will be subject to our
acceptance. Some of the changes we will not accept include, but are not limited
to: (a) a new Owner subsequent to the death of the Owner or the first of any
joint Owners to die, except where a spouse-Beneficiary has become the Owner as a
result of an Owner's death; (b) a new Annuitant subsequent to the Annuity Date
if the annuity option selected includes a life contingency; and (c) a new
Annuitant prior to the Annuity Date if the Annuity is owned by an entity.

Allocation Rules: In the accumulation phase, you may maintain Account Value
in up to 10 Sub-accounts. Currently, you may also maintain an unlimited number
of Fixed Allocations. We reserve the right to the extent permitted by law, to
limit the number of fixed allocations or the amount you may allocate to any
Fixed Allocation. Should you request a transaction that would leave less than
any minimum amount we then require in an investment option, we reserve the
right, to the extent permitted by law, to add the balance of your Account Value
in the applicable Sub-account or Fixed Allocation to the transaction and close
out your balance in that investment option.

Should you either: (a) request rebalancing services (see "Rebalancing"); (b)
authorize an independent third party to transact transfers on your behalf and
such third party arranges for rebalancing of any portion of your Account Value
in accordance with any asset allocation strategy; or (c) authorize an
independent third party to transact transfers in accordance with a market timing
strategy; then all Purchase Payments, including the initial Purchase Payment,
received while your Annuity is subject to such an arrangement are allocated to
the same investment options and in the same proportions as then required
pursuant to the applicable rebalancing, asset allocation or market timing
program, unless we have received alternate instructions. Such allocation
requirements terminate simultaneous to the termination of an authorization for
rebalancing or any authorization to a third party to transact transfers on your
behalf.

Withdrawals of any type are taken pro-rata from the investment options based on
the then current Account Values in such investment options unless we receive
instructions from you prior to such withdrawal. For this purpose only, the
Account Value in all your then current Fixed Allocations is deemed to be in one
investment option. If you transfer or withdraw Account Value from multiple Fixed
Allocations and do not provide instructions indicating the Fixed Allocations
from which Account Value should be taken: (a) we transfer Account Value first
from the Fixed Allocation with the shortest amount of time remaining to the end
its Guarantee Period, and then from the Fixed Allocation with the next shortest
amount of time remaining to the end of its Guarantee Period, etc.; and (b) if
there are multiple Fixed Allocations with the same amount of time left in each
Guarantee Period, as between such Fixed Allocations we first take Account Value
from the Fixed Allocation that had the shorter Guarantee Period.

Transfers: In the accumulation phase you may transfer Account Value between
investment options, subject to our allocation rules (see "Allocation Rules").
Transfers are not subject to taxation (see "Transfers Between Investment
Options"). We charge $10.00 for each transfer after the twelfth in any Annuity
Year, including transfers transacted as part of a dollar cost averaging program
(see "Dollar Cost Averaging") or any rebalancing, market timing, asset
allocation or similar program which you employ or you authorize to be employed
on your behalf. Renewals or transfers of Account Value from a Fixed Allocation
at the end of its Guarantee Period are not subject to the transfer charge and
are not counted in determining whether other transfers may be subject to the
transfer charge (see "Renewals"). Your transfer request must be In Writing or
meet our requirements for accepting instructions we receive over the phone.

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 we believe that: (a) excessive trading by such Owner or Owners
or a specific transfer request or group of transfer requests may have a
detrimental effect on Unit Values or the share prices of the underlying mutual
fund portfolios; or (b) we are informed by one or more of the underlying mutual
funds that the purchase or redemption of shares is to be restricted because of
excessive trading or a specific transfer or group of transfers is deemed to have
a detrimental effect on share prices of an affected underlying mutual fund
portfolio or portfolios.

To the extent permitted by law, we may require up to 2 business days' notice of
any transfer into or out of a Fixed Allocation if the market value of such
transfer is at least $1,000,000.00.

In order to help you determine whether you wish to transfer Account Values to a
Fixed Allocation, you may obtain our Current Rates by writing us or calling us
at 1-800-680-8920.

Where permitted by law, we may accept your authorization of a third party to
transfer Account Values on your behalf, subject to our rules. We may suspend or
cancel such acceptance at any time. We notify you of any such suspension or
cancellation. We may restrict the investment options that will be available for
transfers or allocations of Net Purchase Payments during any period in which you
authorize such third party to act on your behalf. We give the third party you
authorize prior notification of any such restrictions. However, we will not
enforce such a restriction if we are provided evidence satisfactory to us that:
(a) such third party has been appointed by a court of competent jurisdiction to
act on your behalf; or (b) such third party has been appointed by you to act on
your behalf for all your financial affairs.

We or an affiliate of ours may provide administrative or other support services
to independent third parties you authorize to conduct transfers on your behalf
or who provide recommendations as to how your Account Values should be
allocated. This includes, but is not limited to, transferring Account Values
between investment options in accordance with market timing strategies employed
by such third parties. Such independent third parties may or may not be
appointed our agents for the sale of Annuities. However, we do not engage any
third parties to offer investment allocation services of any type, so that
persons or firms offering such services do so independent from any agency
relationship they may have with us for the sale of Annuities. We therefore take
no responsibility for the investment allocations and transfers transacted on
your behalf by such third parties or any investment allocation recommendations
made by such parties. We do not currently charge you extra for providing these
support services.

Renewals: A renewal is a transaction that occurs automatically as of the
last day of a Fixed Allocation's Guarantee Period unless we receive alternative
instructions. This day as to each Fixed Allocation is called its Maturity Date.
As of the end of a Maturity Date, the Fixed Allocation's Guarantee Period
"renews" and a new Guarantee Period of the same duration as the one just
completed begins. However, the renewal will not occur if the Maturity Date, and
where required by law, the 30 days prior to the Maturity Date, is on the date we
apply your Account Value to determine the annuity payments that begin on the
Annuity Date (see "Annuity Payments").

As an alternative to a renewal, you may transfer all or part of that Fixed
Allocation's Account Value to make a different Fixed Allocation or you may
transfer such Account Value to one or more Sub-accounts, subject to our
allocation rules. To accomplish this, we must receive instructions from you In
Writing at least two business days before the Maturity Date. No MVA applies to
transfers of a Fixed Allocation's Account Value occurring as of its Maturity
Date, and where required by law, the 30 days prior to the Maturity Date. An MVA
will apply in determining the Account Value of a Fixed Allocation at the time
annuity payments are determined, unless the Maturity Date of such Fixed
Allocation is the 15th day before the Annuity Date (see "Annuity Payments").

At least 30 days prior to a Maturity Date, or earlier if required by law or
regulation, we inform you of the Guarantee Periods available as of the date of
such notice. We do not provide a similar notice if the Fixed Allocation's
Guarantee Period is of less than a year's duration. Such notice may include an
example of the rates we are then crediting new Fixed Allocations as of the date
such notice is prepared. The rates actually credited to a Fixed Allocation as of
the date of any renewal or transfer immediately subsequent to the Maturity Date
may be more or less than any rates quoted in such notice.

If your Fixed Allocation's then ending Guarantee Period is no longer available
for new allocations and renewals or you choose a different Guarantee Period that
is no longer available on the date following the Maturity Date, we will try to
reach you so you may make another choice. If we cannot reach you, we will assign
the next shortest Guarantee Period then currently available for new allocations
and renewals to that Fixed Allocation.

Dollar Cost Averaging: We offer dollar cost averaging in the accumulation
phase. Dollar cost averaging is a program designed to provide for regular,
approximately level investments over time. You may choose to transfer earnings
only, principal plus earnings or a flat dollar amount. We make no guarantee that
a dollar cost averaging program will result in a profit or protect against a
loss in a declining market. You may select this program by submitting to us a
request In Writing. You may cancel your participation in this program In Writing
or by phone if you have previously authorized our acceptance of such
instructions.

Dollar cost averaging is available from any of the investment options we choose
to make available for such a program. Your annuity must have an Account Value of
not less than $10,000 at the time of the first transfer under a dollar cost
averaging program. Transfers under a dollar cost averaging program are counted
in determining the applicability of the transfer fee (see "Transfers"). We
reserve the right to limit the investment options into which Account Value may
be transferred as part of a dollar cost averaging program. We currently do not
permit dollar cost averaging programs where Account Value is transferred to
Fixed Allocations. We also reserve the right to charge a processing fee for this
service. Should we suspend or cancel the offering of this service, such
suspension or cancellation will not affect any dollar cost averaging programs
then in effect. Dollar cost averaging is not available while a market timing or
asset allocation type of program is used in connection with your Annuity

Dollar cost averaging from Fixed Allocations are subject to the following rules:
(a) you may only use Fixed Allocations with Guarantee Periods of 1, 2 or 3
years; (b) such a program may only be selected in conjunction with and
simultaneous to a new or renewing Fixed Allocation; (c) only averaging of
earnings only or principal plus earnings is permitted; (d) a program averaging
principal plus earnings from a Fixed Allocation must be designed to last that
Fixed Allocation's entire current Guarantee Period; (e) dollar cost averaging
transfers from a Fixed Allocation are not subject to the MVA; (f) dollar cost
averaging may be done on a monthly basis only; and (g) you may not
simultaneously use Account Value in any Fixed Allocation to participate in
dollar cost averaging and receive Systematic Withdrawals or Minimum
Distributions from such Fixed Allocation (see "Systematic Withdrawals" and
"Minimum Distributions").

We reserve the right, from time to time, to credit additional amounts
("Additional Amounts") if you allocate Purchase Payments to Fixed Allocations as
part of a dollar cost averaging program. Such an offer is at our sole discretion
and is subject to our rules, including but not limited to, a change to the MVA
formula. For more information see "Additional Amounts in the Fixed Allocations".

Rebalancing: We offer, during the accumulation phase, automatic quarterly,
semi-annual or annual rebalancing among the variable investment options of your
choice. This provides the convenience of automatic rebalancing without having to
provide us instructions on a periodic basis. Failure to choose this option does
not prevent you from providing us with transfer instructions from time-to-time
that have the effect of rebalancing. It also does not prevent other requested
transfers from being transacted.

Under this program, Account Values in variable investment options are rebalanced
quarterly, semi-annually or annually, as applicable, to the percentages you
request. The rebalancing may occur quarterly, semi-annually or annually based
upon the Issue Date. If a transfer is requested involving any investment option
participating in an automatic rebalancing program, we automatically alter the
rebalancing percentages going forward (unless we receive alternate instructions)
to the ratios between Account Values in the variable investment options as of
the effective date of such requested transfer once it has been processed.
Automatic rebalancing is delayed one quarter if Account Value is being
maintained in the WF Money Market Sub-account for the duration of your Annuity's
"free-look" period and rebalancing would otherwise occur during such period (see
"Allocation of Net Purchase Payments").

You may change the percentage allocable to each variable investment option at
any time. However, you may not choose to allocate less than 5% of Account Value
to any variable investment option.

We do not offer automatic rebalancing in connection with Fixed Allocations. The
Account Value of your Annuity must be at least $10,000 when we receive your
automatic rebalancing request. We may require that all variable investment
options in which you maintain Account Value must be used in the rebalancing
program. You may maintain Account Value in at least two and not more than ten
variable investment options when using a rebalancing program. You may not
simultaneously participate in rebalancing and dollar cost averaging. Rebalancing
also is not available when a program of Systematic Withdrawals of earnings or
earnings plus principal is in effect.

For purposes of determining the number of transfers made in any Annuity Year,
all rebalancing transfers made on the same day are treated as one transfer. We
reserve the right to charge a processing fee for signing up for this service.

To elect to participate or to terminate participation in automatic rebalancing,
we may require instructions In Writing at our Office.

Distributions: Distributions available from your Annuity during the
accumulation phase include surrender, medically-related surrender, free
withdrawals, partial withdrawals, Systematic Withdrawals, Minimum Distributions
(in relation to qualified plans) and a death benefit. In the payout phase we pay
annuity payments. Distributions from your Annuity generally are subject to
taxation, and may be subject to a tax penalty as well (see "Certain Tax
Considerations"). You may wish to consult a professional tax advisor for tax
advice prior to exercising any right to an elective distribution. During the
accumulation phase, any distribution other than a death benefit: (a) must occur
prior to any death that would cause a death benefit to become payable; and (b)
will occur subsequent to our receipt of a completed request In Writing.

Surrender: Surrender of your Annuity for its Surrender Value is permitted
during the accumulation phase. A contingent deferred sales charge may apply to
such surrender (see "Contingent Deferred Sales Charge"). Your Annuity must
accompany your surrender request.

Medically-Related Surrender: Where permitted by law, you may apply to
surrender your Annuity for its Account Value prior to the Annuity Date upon
occurrence of a "Contingency Event". The Annuitant must be alive as of the date
we pay the proceeds of such surrender request. If the Owner is one or more
natural persons, all such Owners must also be alive at such time. Specific
details and definitions of terms in relation to this benefit may differ in
certain jurisdictions. This waiver of any applicable contingent deferred sales
charge is subject to our rules. This benefit is not available if the total
Purchase Payments received exceed $500,000.00 for all annuities issued by us
with this benefit for which the same person is named as Annuitant. For contracts
issued before May 1, 1996 a "Contingency Event" occurs if the Annuitant is:

(1) First confined in a "Medical Care Facility" after the date as of
which such person was designated as the Annuitant remains confined for at least
90 days in a row; or

(2) First diagnosed as having a "Fatal Illness".

For contracts issued on or after May 1, 1996, and where allowed by law, the
Annuitant must have been named or any changes of Annuitant must have been
accepted by us, prior to the "Contingent Event" described above, in order to
qualify for a medically-related surrender.

"Medical Care Facility" means any state licensed facility providing medically
necessary in-patient care which is prescribed by a licensed "Physician" in
writing and based on physical limitations which prohibit daily living in a
non-institutional setting. "Fatal Illness" means a condition diagnosed by a
licensed "Physician" which is expected to result in death within 2 years for 80%
of the diagnosed cases. "Physician" means a person other than you, the Annuitant
or a member of either your or the Annuitant's families who is state licensed to
give medical care or treatment and is acting within the scope of that license.
We must receive satisfactory proof of the Annuitant's confinement or Fatal
Illness In Writing.

Free Withdrawals: Each Annuity Year in the accumulation phase you may
withdraw a limited amount of Account Value without application of any applicable
contingent deferred sales charge. Such free withdrawals are available to meet
liquidity needs. Free withdrawals are not available at the time of a surrender
of an Annuity. Withdrawals of any type made prior to age 59 1/2 may be subject
to a 10% tax penalty (see "Penalty on Distributions").

The minimum amount available as a free withdrawal is $100. Amounts received as
Systematic Withdrawals or as Minimum Distributions are deemed to come first from
the amount available under this Free Withdrawal provision (see "Systematic
Withdrawals" and "Minimum Distributions"). You may also request to receive as a
lump sum any free withdrawal amount not already received that Annuity Year under
a plan of Systematic Withdrawals or as Minimum Distributions.

There is a cumulative maximum free withdrawal amount which is determined in the
following manner. The maximum free withdrawal amount is the lesser of (a) and
(b) where (a) is the contract's Account Value less any remaining contingent
deferred sales charge and (b) is the greater of (1) and (2) where (1) is the
contract's "growth" plus "unliquidated" "old" Purchase Payments and (2) is an
amount which is 10% of the first Purchase Payment and is increased by 10% of
each subsequent Purchase Payment when it is received and by 10% of all
"unliquidated" Purchase Payments on the first day of each Annuity Year after the
first, and is reduced by all amounts received under this Free Withdrawal
provision. "Growth" equals the then current Account Value less all
"unliquidated" Purchase Payments and less the value at the time credited of any
Exchange Credits or Additional Amounts (see "Exchange Contracts" and
"Breakpoints"). In order to determine future increases in the free withdrawal
amount, amounts are deemed to be withdrawn first from "growth" and then from
"unliquidated" "old" Purchase Payments. "Unliquidated" means not previously
surrendered or withdrawn. "Old" Purchase Payments are Purchase Payments
allocated to Account Value more than seven years prior to the partial
withdrawal. For purposes of the contingent deferred sales charge, amounts
withdrawn as a free withdrawal are not considered a liquidation of Purchase
Payments. Therefore, any free withdrawal will not reduce the amount of any
applicable contingent deferred sales charge upon any partial withdrawal or
subsequent surrender.

Partial Withdrawals: You may withdraw part of your Surrender Value. The
minimum partial withdrawal amount is $100. The Surrender Value that must remain
in the Annuity as of the date of this transaction is $1,000. If the amount of
the partial withdrawal request exceeds the maximum amount available under this
provision, we reserve the right to treat your request as one for a full
surrender.

Amounts withdrawn that are not in excess of the free withdrawal amount are
deemed to come first from "growth" and then from "unliquidated" "old" Purchase
Payments. On a partial withdrawal, the contingent deferred sales charge is
assessed against any "unliquidated" "new" Purchase Payments withdrawn.
"Unliquidated" means not previously surrendered or withdrawn. "New" Purchase
Payments are those received in the seven (7) years prior to the date as of which
a free withdrawal occurs. For the purpose of determining the applicable
contingent deferred sales charge to be assessed, amounts are deemed to be
withdrawn in the following order:

(1) From any amount then available as a free withdrawal; then from

(2) "Old" Purchase Payments (Purchase Payments allocated to Account
Value more than seven years prior to the partial withdrawal); then from

(3) "New" Purchase Payments (If there are multiple "new" Purchase
Payments, the one received earliest is liquidated first, then the one received
next earliest, and so forth); then from

(4) Other Surrender Value.

Systematic Withdrawals: We offer Systematic Withdrawals of earnings only,
principal plus earnings or a flat dollar amount. Systematic Withdrawals from
Fixed Allocations are limited to earnings accrued after the program of
Systematic Withdrawals begins, or payments of fixed dollar amounts that do not
exceed such earnings. A program of Systematic Withdrawals begins on the date we
accept, at our Office, your request for such a program. Systematic Withdrawals
are deemed to be withdrawn from Surrender Value in the same order as partial
withdrawals for purposes of determining if the contingent deferred sales charge
applies. Penalties may apply (see "Free Withdrawals").

A Systematic Withdrawal from a Fixed Allocation is not subject to the MVA. We
calculate the Fixed Allocation's credited interest since the prior withdrawal as
A minus B, plus C, where:

A is the Interim Value of the applicable Fixed Allocation as of the date of
the Systematic Withdrawal;

B is the Interim Value of the applicable Fixed Allocation as of the later
of the beginning of its then current Guarantee Period or the beginning of the
Systematic Withdrawal program; and

C is the total of all partial or free withdrawals and any transfers from
such Fixed Allocation since the later of the beginning of its then current
Guarantee Period or the beginning of the Systematic Withdrawal program.

Systematic Withdrawals are available on a monthly, quarterly, semi-annual or
annual basis. You may not simultaneously receive Systematic Withdrawals from a
Fixed Allocation and participate in a dollar cost averaging program under which
Account Value is transferred from the same Fixed Allocation (see "Dollar Cost
Averaging"). Systematic Withdrawals are not available while you are taking any
Minimum Distributions (see "Minimum Distributions"). Systematic Withdrawals of
earnings or earnings plus principal are not available while any rebalancing or
asset allocation program is in effect in relation to your Annuity.

The Surrender Value of your Annuity must be at least $20,000 when we accept your
request for a program of Systematic Withdrawals. The minimum for each Systematic
Withdrawal is $100. For any scheduled Systematic Withdrawal other than the last
that does not meet this minimum, we reserve the right to defer such a withdrawal
and add the amount that would have been withdrawn to the amount that is to be
withdrawn at the next Systematic Withdrawal.

We reserve the right to charge a processing fee for this service. Should we
suspend or cancel offering Systematic Withdrawals, such suspension or
cancellation will not affect any Systematic Withdrawal programs then in effect.

Minimum Distributions: You may elect to have us calculate Minimum
Distributions annually if your Annuity is being used for certain qualified
purposes under the Code. We calculate such amounts assuming the Minimum
Distribution amount is based solely on the value of your Annuity. The required
Minimum Distribution amounts applicable to your particular situation may depend
on other annuities, savings or investments of which we are unaware, so that the
required amount may be greater than the Minimum Distribution amount we calculate
based on the value of your Annuity. We reserve the right to charge a fee for
each annual calculation. Minimum Distributions are not available if you are
taking Systematic Withdrawals (see "Systematic Withdrawals"). You may elect to
have Minimum Distributions paid out monthly, quarterly, semi-annually or
annually.

Each Minimum Distribution will be taken from the investment options you select.
However, the portion of any Minimum Distribution that can be taken from any
Fixed Allocations may not exceed the then current ratio between your Account
Value in all Fixed Allocations you maintain and your total Account Value. No MVA
applies to any portion of Minimum Distributions taken from Fixed Allocations.
Minimum Distributions are not available from any Fixed Allocations if such Fixed
Allocation is being used in a dollar cost averaging program (see "Dollar Cost
Averaging").

No contingent deferred sales charge is assessed against amounts withdrawn as a
Minimum Distribution, but only to the extent of the Minimum Distribution
required from your Annuity at the time it is taken. The contingent deferred
sales charge may apply to additional amounts withdrawn to meet minimum
distribution requirements in relation to other retirement programs you may
maintain.

Amounts withdrawn as Minimum Distributions are considered to come first from the
amounts available as a free withdrawal (see "Free Withdrawals") as of the date
of the yearly calculation of the Minimum Distribution amount. Minimum
Distributions over that amount are not deemed to be a liquidation of new
Purchase Payments (see "Partial Withdrawals").

Death Benefit: In the accumulation phase, a death benefit is payable. If
the Annuity is owned by one or more natural persons, it is payable upon the
first death of such Owners. If the Annuity is owned by an entity, the death
benefit is payable upon the Annuitant's death, if there is no Contingent
Annuitant. If a Contingent Annuitant was designated before the Annuitant's death
and the Annuitant dies, the Contingent Annuitant then becomes the Annuitant.
There may be adverse tax consequences for certain entity Owners if they name a
Contingent Annuitant (see "Ownership, Annuitant and Beneficiary Designations").

The person upon whose death the death benefit is payable is referred to below as
the "decedent". For purposes of this death benefit provision, "withdrawals"
means withdrawals of any type (free withdrawals, partial withdrawals, Systematic
Withdrawals, Minimum Distributions) before assessment of any applicable
contingent deferred sales charge and after any applicable MVA. For purposes of
this provision, persons named Owner or Annuitant within 60 days of the Issue
Date are treated as if they were an Owner or Annuitant on the Issue Date.

The death benefit is as follows, and is subject to the conditions described in
(1),(2) and (3) below:

(1) If death occurs prior to the decedent's age 85: the death benefit is
the greater of your Account Value in Sub-accounts plus the Interim Value of any
Fixed Allocations, and the minimum death benefit ("Minimum Death Benefit"). The
Minimum Death Benefit is the sum of all Purchase Payments less the sum of all
withdrawals.

(2) If death occurs when the decedent is age 85 or older: the death benefit
is your Account Value.

(3) If a decedent was not named an Owner or Annuitant as of the Issue Date
and did not become such as a result of a prior Owner's or Annuitant's death: the
Minimum Death Benefit is suspended as to that person for a two year period from
the date he or she first became an Owner or Annuitant. If that person's death
occurs during the suspension period and prior to age 85, the death benefit is
your Account Value in Sub-accounts plus the Interim Value of any Fixed
Allocations. If death occurs during the suspension period when such decedent is
age 85 or older, the death benefit is your Account Value. After the suspension
period is completed, the death benefit is the same as if such person had been an
Owner or Annuitant on the Issue Date.

The amount of the death benefit is determined as of the date we receive In
Writing: (a) "due proof of death"; (b) all representations we require or which
are mandated by applicable law or regulation in relation to the death claim and
the payment of death proceeds; and (c) any applicable election of the mode of
payment of the death benefit, if not previously elected by the Owner. The death
benefit is reduced by any annuity payments made prior to the date we receive In
Writing such due proof of death. The following constitutes "due proof of death":
(a) a certified copy of a death certificate; (b) a certified copy of a decree of
a court of competent jurisdiction as to the finding of death; or (c) any other
proof satisfactory to us.

If the death benefit becomes payable prior to the Annuity Date due to the death
of the Owner and the Beneficiary is the Owner's spouse, then in lieu of
receiving the death benefit, such Owner's spouse may elect to be treated as an
Owner and continue the Annuity.

In the event of your death, the benefit must be distributed within: (a) five
years of the date of death; or (b) over a period not extending beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary. Distribution
after your death to be paid under (b) above, must commence within one year of
the date of death.

If the Annuitant dies before the Annuity Date, the Contingent Annuitant will
become the Annuitant. Where allowed by law, if the Annuity is owned by one or
more natural persons, the oldest of any such Owners not named as the Annuitant
immediately becomes the Contingent Annuitant if: (a) the Contingent Annuitant
predeceases the Annuitant; or (b) if you do not designate a Contingent
Annuitant.

In the payout phase, we continue to pay any "certain" payments (payments not
contingent on the continuance of any life) to the Beneficiary subsequent to the
death of the Annuitant.

Annuity Payments: Annuity payments can be guaranteed for life, for a
certain period, or for a certain period and life. We make available fixed
payments, and as of the date of this Prospectus, adjustable payments (payments
which may or may not be changed on specified adjustment dates based on annuity
purchase rates we are then making available to annuities of the same class). We
may or may not be making adjustable annuities available on the Annuity Date. To
the extent there is any tax basis in the annuity, a portion of each annuity
payment is treated for tax purposes as a return of such basis until such tax
basis is exhausted. The amount deemed such a return of basis is determined in
accordance with the requirements of the Code (see "Certain Tax Considerations").

You may choose an Annuity Date, an annuity option and the frequency of annuity
payments when you purchase an Annuity, or at a later date. Your choice of
Annuity Date and annuity option may be limited depending on your use of the
Annuity and the applicable jurisdiction. Subject to our rules, you may choose an
Annuity Date, option and frequency of payments suitable to your needs and
circumstances. Such rules may include a prohibition on annuitization within 1
year of the Issue Date. You should consult with competent tax and financial
advisors as to the appropriateness of any such choice. Should Annuities subject
to New York law be made available, the Annuity Date for such Annuities may not
exceed the first day of the calendar month following the Annuitant's 85th
birthday. Other jurisdictions may impose similar requirements.

You may change your choices at any time up to 30 days before the earlier of: (a)
the date we would have applied your Account Value to an annuity option had you
not made the change; or (b) the date we will apply your Account Value to an
annuity option in relation to the new Annuity Date you are then selecting. You
must request this change In Writing. The Annuity Date must be the first or the
fifteenth day of a calendar month.

In the absence of an election In Writing: (a) the Annuity Date is the first day
of the calendar month first following the later of the Annuitant's 85th birthday
or the fifth anniversary of our receipt at our Office of your request to
purchase an Annuity; and (b) where allowed by law, fixed monthly payments will
commence under option 2, described below, with 10 years certain. Should
Annuities subject to New York law be made available, for such Annuities, in the
absence of an election In Writing: (a) the Annuity Date is the first day of the
calendar month following the Annuitant's 85th birthday; and (b) fixed monthly
payments will commence under Option 2, described below, with 10 years certain.
Other jurisdictions may impose similar requirements. The amount to be applied is
your Annuity's Account Value 15 business days prior to the Annuity Date. In
determining your annuity payments, we credit interest using our then current
crediting rate for this purpose, which is not less than 3% of interest per year,
between the date Account Value is applied to an annuity option and the Annuity
Date. If there is any remaining contingent deferred sales charge applicable as
of the Annuity Date, then the annuity option you select must include a certain
period of not less than 5 years' duration. As a result of this rule, making
additional Purchase Payments within seven years of the Annuity Date will prevent
you from choosing an annuity option with a certain period of less than 5 years'
duration. Annuity options in addition to those shown are available with our
consent. The minimum initial amount payable is the minimum initial annuity
amount we allow under our then current rules. Should you wish to receive a lump
sum payment, you must request to surrender your Annuity prior to the Annuity
Date (see "Surrender").

You may elect to have any amount of the proceeds due to the Beneficiary applied
under any of the options described below, but only to the extent selecting such
an option does not alter the tax status of the Annuity. Except where a lower
amount is required by law, the minimum monthly annuity payment is $50.

If you have not made an election prior to proceeds becoming due, the Beneficiary
may elect to receive the death benefit under one of the annuity options.
However, if you made an election, the Beneficiary may not alter such election.

For purposes of the annuity options described below, the term "key life" means
the person or persons upon whose life any payments dependent upon the
continuation of life are based.

(1) Option 1 - Payments for Life: Under this option, income is payable
periodically prior to the death of the key life, terminating with the last
payment due prior to such death. Since no minimum number of payments is
guaranteed, this option offers the maximum level of periodic payments of the
life contingent annuity options. It is possible that only one payment will be
payable if the death of the key life occurs before the date the second payment
was due, and no other payments nor death benefits would be payable.

(2) Option 2 - Payments for Life with 10, 15, or 20 Years Certain:
Under this option, income is payable periodically for 10, 15, or 20 years, as
selected, and thereafter until the death of the key life. Should the death of
the key life occur before the end of the period selected, the remaining payments
are paid to the Beneficiary to the end of such period.

(3) Option 3 - Payments Based on Joint Lives: Under this option, income
is payable periodically during the joint lifetime of two key lives, and
thereafter during the remaining lifetime of the survivor, ceasing with the last
payment prior to the survivor's death. No minimum number of payments is
guaranteed under this option. It is possible that only one payment will be
payable if the death of all the key lives occurs before the date the second
payment was due, and no other payments nor death benefits would be payable.

(4) Option 4 - Payments for a Certain Period: Under this option, income
is payable periodically for a specified number of years. The number of years is
subject to our then current rules. Should the payee die before the end of the
specified number of years, the remaining payments are paid to the Beneficiary to
the end of such period. Note that under this option, payments are not based on
how long we expect any key life to live. Therefore, that portion of the
mortality risk charge assessed to cover the risk that key lives outlive our
expectations provides no benefit to an Owner selecting this option.

The first payment varies according to the annuity options and payment frequency
selected. The first Periodic Payment is determined by multiplying the Account
Value (expressed in thousands of dollars) as of the close of business on the
fifteenth day preceding the Annuity Date, plus interest at not less than 3% per
year from such date to the Annuity Date, by the amount of the first periodic
payment per $1,000 of value obtained from our annuity rates for that type of
annuity and for the frequency of payment selected. Our rates will not be less
than our guaranteed minimum rates. These guaranteed minimum rates are derived
from the 1983a Individual Annuity Mortality Table with ages set back one year
for males and two years for females and with an assumed interest rate of 3% per
annum. Where required by law or regulation, such annuity table will have rates
that do not differ according to the gender of the key life. Otherwise, the rates
will differ according to the gender of the key life.

Qualified Plan Withdrawal Limitations: The Annuities are endorsed such that
there are surrender or withdrawal limitations when used in relation to certain
retirement plans for employees which qualify under various sections of the Code.
These limitations do not affect certain roll-overs or exchanges between
qualified plans. Distribution of amounts attributable to contributions made
pursuant to a salary reduction agreement (as defined in Code section 403(b)), or
attributable to transfers to a tax sheltered annuity from a custodial account
(as defined in Code section 403(b)(7)), is restricted to the employee's: (a)
separation from service; (b) death; (c) disability (as defined in Section
72(m)(7) of the Code); (d) reaching age 59 1/2; or (e) hardship. Hardship
withdrawals are restricted to amounts attributable to salary reduction
contributions, and do not include investment results. In the case of tax
sheltered annuities, these limitations do not apply to certain salary reduction
contributions made and investment results earned prior to dates specified in the
Code. In addition, the limitation on hardship withdrawals does not apply to
salary reduction contributions made and investment results earned prior to dates
specified in the Code which have been transferred from custodial accounts.
Rollovers from the types of plans noted to another qualified plan or to an
individual retirement account or individual retirement annuity are not subject
to the limitations noted. Certain distributions, including rollovers, that are
not transferred directly to the trustee of another qualified plan, the custodian
of an individual retirement account or the issuer of an individual retirement
annuity may be subject to automatic 20% withholding for Federal income tax. This
may also trigger withholding for state income taxes (see "Certain Tax
Considerations").

We may make annuities available through the Texas Optional Retirement Program
subsequent to receipt of the required regulatory approvals and implementation.
In addition to the restrictions required for such Annuities to qualify under
Section 403(b) of the Code, Annuities issued in the Texas Optional Retirement
Program are amended as follows: (a) no benefits are payable unless you die
during, or are retired or terminated from, employment in all Texas institutions
of higher education; and (b) if a second year of participation in such program
is not begun, the total first year State of Texas' contribution will be
returned, upon its request, to the appropriate institute of higher education.

With respect to the restrictions on withdrawals set forth above, 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 the 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 the us.

Pricing of Transfers and Distributions: We "price" transfers and
distributions on the dates indicated below:

(1) We price "scheduled" transfers and distributions as of the date
such transactions are so scheduled. "Scheduled" transactions include transfers
under a dollar cost averaging program, Systematic Withdrawals, Minimum
Distributions, transfers previously scheduled with us at our Office pursuant to
any on-going rebalancing, asset allocation or similar program, and annuity
payments.

(2) We price "unscheduled" transfers, partial withdrawals and free
withdrawals as of the date we receive at our Office the request for such
transactions. "Unscheduled" transfers include any transfers processed in
conjunction with any market timing program, or transfers not previously
scheduled with us at our Office pursuant to any rebalancing, asset allocation or
similar program which you employ or you authorize to be employed on your behalf.
"Unscheduled" transfers received pursuant to an authorization to accept
transfers over the phone are priced as of the Valuation Period we receive the
request at our Office for such transactions.

(3) We price surrenders, medically-related surrenders and death
benefits as of the date we receive at our Office all materials we require for
such transactions and such materials are satisfactory to us (see "Surrenders",
"Medically-related Surrenders" and "Death Benefits").

The pricing of transfers and distributions involving Sub-accounts includes the
determination of applicable Unit Price for the Units transferred or distributed.
The pricing of transfers and distributions involving Fixed Allocations includes
the determination of any applicable MVA. Any applicable MVA alters the amount
available when all the Account Value in a Fixed Allocation is being transferred
or distributed. Any applicable MVA alters the amount of Interim Value needed
when only a portion of the Account Value is being transferred or distributed.
Unit Prices may change each Valuation Period to reflect the investment
performance of the Sub-accounts. The MVA applicable to each Fixed Allocation
changes once each month and also each time we declare a different rate for new
Fixed Allocations. Payment (but not pricing) is subject to our right to defer
transactions for a limited period (see "Deferral of Transactions").

Voting Rights: You have voting rights in relation to Account Value
maintained in the Sub-accounts. You do not have voting rights in relation to
Account Value maintained in any Fixed Allocations or in relation to fixed or
adjustable annuity payments.

We will vote shares of the underlying mutual funds or portfolios in which the
Sub-accounts invest in the manner directed by Owners. Owners give instructions
equal to the number of shares represented by the Sub-account Units attributable
to their Annuity.

We will vote the shares attributable to assets held in the Sub-accounts solely
for us rather than on behalf of Owners, or any share as to which we have not
received instructions, in the same manner and proportion as the shares for which
we have received instructions. We will do so separately for each Sub-account
from various classes that may invest in the same underlying mutual fund
portfolio.

The number of votes for an underlying mutual fund or portfolio will be
determined as of the record date for such underlying mutual fund or portfolio as
chosen by its board of trustees or board of directors, as applicable. We will
furnish Owners with proper forms and proxies to enable them to instruct us how
to vote.

You may instruct us how to vote on the following matters: (a) changes to the
board of trustees or board of directors, as applicable; (b) changing the
independent accountant; (c) approval of changes to the investment advisory
agreement or adoption of a new investment advisory agreement; (d) any change in
the fundamental investment policy; and (e) any other matter requiring a vote of
the shareholders.

With respect to approval of changes to the investment advisory agreement,
approval of a new investment advisory agreement or any change in fundamental
investment policy, only Owners maintaining Account Value as of the record date
in a Sub-account investing in the applicable underlying mutual fund portfolio
will instruct us how to vote on the matter, pursuant to the requirements of Rule
18f-2 under the 1940 Act.

Transfers, Assignments or Pledges: Generally, your rights in an Annuity may
be transferred, assigned or pledged for loans at any time. However, these rights
may be limited depending on your use of the Annuity. These transactions may be
subject to income taxes and certain penalty taxes (see "CERTAIN TAX
CONSIDERATIONS"). You may transfer, assign or pledge your rights to another
person at any time, prior to any death upon which the death benefit is payable.
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. Transfer of all or a portion of
ownership rights may affect the minimum death benefit (see "Death Benefits").

Reports to You: We mail to Owners, at their last known address of record,
any statements and reports required by applicable law or regulation. Owners
should therefore give us prompt notice of any address change. We send a
confirmation statement to Owners each time a transaction is made affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or withdrawals. Quarterly statements are also mailed 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. Instead of immediately confirming transactions made pursuant to some
type of periodic transfer program (such as a dollar cost averaging program) or a
periodic Purchase Payment program, such as a salary reduction arrangement, we
may confirm such transactions in quarterly statements. You should review the
information in these statements carefully. All errors or corrections must be
reported to us at our Office immediately to assure proper crediting to your
Annuity. For transactions for which we immediately send confirmations, we assume
all transactions are accurate unless you notify us otherwise within 30 days
after the date of the transaction. For transactions that are only confirmed on
the quarterly statement, we assume all transactions are accurate unless you
notify us within 30 days of the end of the calendar quarter. We also send to
Owners each year an annual report and a semi-annual report containing financial
statements for the applicable Sub-accounts, as of December 31 and June 30,
respectively.

SALE OF THE ANNUITIES: American Skandia Marketing, Incorporated ("ASM,
Inc."), formerly Skandia Life Equity Sales Corporation, a wholly-owned
subsidiary of American Skandia Investment Holding Corporation, acts as the
principal underwriter of the Annuities. ASM, Inc.'s principal business address
is One Corporate Drive, Shelton, Connecticut 06484. ASM, Inc. is a member of the
National Association of Securities Dealers, Inc. ("NASD").

Distribution: ASM, Inc. will enter into distribution
agreements with certain broker-dealers registered under the Securities and
Exchange Act of 1934 or with entities which may otherwise offer the Annuities
that are exempt from such registration. Under such distribution agreements such
broker-dealers or entities may offer Annuities to persons who have established
an account with the broker-dealer or entity. In addition, ASM, Inc. may offer
Annuities directly to potential purchasers. The maximum concession to be paid on
premiums received is 7.0%. We reserve the right to base concessions from
time-to-time on the investment options chosen by Annuity Owners, including
investment options that may be deemed our "affiliates" or "affiliates" of ASM,
Inc. under the Investment Company Act of 1940 ("1940 Act").

Advertising: We may advertise certain information regarding
the performance of the investment options. Details on how we calculate
performance measures for the Sub-accounts are found in the Statement of
Additional Information. This performance information may help you review the
performance of the investment options and provide a basis for comparison with
other annuities. This information 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 treated like annuities under the Code.

The information we may advertise regarding the Fixed Allocations may include the
then current interest rates we are crediting to new Fixed Allocations.
Information on Current Rates will be as of the date specified in such
advertisement. Rates will be included in advertisements to the extent permitted
by law. Given that the actual rates applicable to any Fixed Allocation are as of
the date of any such Fixed Allocation's Guarantee Period begins, the rate
credited to a Fixed Allocation may be more or less than those quoted in an
advertisement.

Performance information on the Sub-accounts is based on past performance only
and is no indication of future performance. Performance of the Sub-accounts
should not be considered a representation of the performance of such
Sub-accounts in the future. Performance of the Sub-accounts is not fixed. Actual
performance will depend on the type, quality and, for some of the Sub-accounts,
the maturities of the investments held by the underlying mutual fund portfolios
and upon prevailing market conditions and the response of the underlying mutual
fund portfolios to such conditions. Actual performance will also depend on
changes in the expenses of the underlying mutual fund portfolios. Such changes
are reflected, in turn, in the Sub-accounts which invests in such underlying
mutual fund portfolio. In addition, the amount of charges assessed against each
Sub-account will affect performance.

Some of the underlying mutual fund 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 underlying mutual fund 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.

As part of any advertisement of Standard Total Return, we may advertise the
"Non-standard Total Return" of the Sub-accounts. Non-standard Total Return does
not take into consideration the Annuity's contingent deferred sales charge.

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
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, 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 Fixed Allocations,
pay minimum death benefits, pay annuity payments or administer Annuities. Such
rankings and ratings do not reflect or relate to the performance of Separate
Account B.

CERTAIN TAX CONSIDERATIONS: The following is a brief summary of certain
Federal income tax laws as they are currently interpreted. No one can be certain
that the laws or interpretations will remain unchanged or that agencies or
courts will always agree as to how the tax law or regulations are to be
interpreted. This discussion is not intended as tax advice. You may wish to
consult a professional tax advisor for tax advice as to your particular
situation.

Our Tax ConsiderationsOur Tax Considerations: We are taxed as a life
insurance company under Part I, subchapter L, of the Code.

Tax Considerations Relating to Your Annuity: Section 72 of the Code governs
the taxation of annuities in general. Taxation of an annuity is largely
dependent upon: (a) whether it is used in a qualified pension or profit sharing
plan or other retirement arrangement eligible for special treatment under the
Code; and (b) the status of the beneficial owner as either a natural or
non-natural person (when the annuity is not used in a retirement plan eligible
for special tax treatment). Non-natural persons include corporations, trusts,
and partnerships, except where these entities own an annuity for the benefit of
a natural person. Natural persons are individuals.

Non-natural Persons: Any increase during a tax year in the value of an
annuity if not used in a retirement plan eligible for special treatment under
the Code is currently includible in the gross income of a non-natural person
that is the contractholder. There are exceptions if an annuity is held by: (a) a
structured settlement company; (b) an employer with respect to a terminated
pension plan; (c) entities other than employers, such as a trust, holding an
annuity as an agent for a natural person; or (d) a decedent's estate by reason
of the death of the decedent.

Natural Persons: Increases in the value of an annuity when the
contractholder is a natural person generally are not taxed until distribution
occurs. Distribution can be in a lump sum payment or in annuity payments under
the annuity option elected. Certain other transactions may be deemed to be a
distribution. The provisions of Section 72 of the Code concerning these
distributions are summarized briefly below.

Distributions: Distributions received before the annuity payments begin are
treated as being derived first from "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 is
computed by subtracting from the value of all "related contracts" (our term,
discussed below) the taxpayer's "investment in the contract": an amount equal to
total purchase payments for all "related contracts" less any previous
distributions or portions of such distributions from such "related contracts"
not includible in gross income. "Investment in the contract" may be affected by
whether an annuity or any "related contract" was purchased as part of a tax-free
exchange of life insurance or annuity contracts under Section 1035 of the Code.

"Related contracts" may mean all annuity contracts or certificates evidencing
participation in a group annuity contract 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. It is clear that "related
contracts" include contracts prior to when annuity payments begin. However,
there may be circumstances under which "related contracts" may include contracts
recognized as immediate annuities under state insurance law or annuities for
which annuity payments have begun. In a ruling addressing the applicability of a
penalty on distributions, the Internal Revenue Service treated distributions
from a contract recognized as an immediate annuity under state insurance law
like distributions from a deferred annuity. The situation addressed by such
ruling included the fact that: (a) the immediate annuity was obtained pursuant
to an exchange of contracts; and (b) the purchase payments for the exchanged
contract were contributed more than one year prior to the first annuity payment
payable under the immediate annuity. This ruling also may or may not imply that
annuity payments from a deferred annuity on or after its annuity date may be
treated the same as distributions prior to the annuity date if such deferred
annuity was: (a) obtained pursuant to an exchange of contracts; and (b) the
purchase payments for the exchanged contract were made or may be deemed to have
been made more than one year prior to the first annuity payment.

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 "Annuity Payments" subsection below) as well as in
determining the taxable portion of distributions from an annuity or any "related
contracts" before annuity payments have begun. 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.

Assignments and Pledges: Any assignment or pledge of any portion of the
value of an annuity before annuity payments have begun are treated as a
distribution subject to taxation under the distribution rules set forth above.
Any gain in an annuity subsequent to the assignment or pledge of an entire
annuity while such assignment or pledge remains in effect is treated as "income
on the contract" in the year in which it is earned. For annuities not issued for
use as qualified plans (see "Tax Considerations When Using Annuities in
Conjunction with Qualified Plans"), the cost basis of the annuity is increased
by the amount of any assignment or pledge includible in gross income. The cost
basis is not affected by any repayment of any loan for which the annuity is
collateral or by payment of any interest thereon.

Penalty on Distributions: Subject to certain exceptions, any distribution
is subject to a penalty equal to 10% of the amount includible in gross income.
This penalty does not apply to certain distributions, including: (a)
distributions made on or after the taxpayer's age 59 1/2; (b) distributions made
on or after the death of the holder of the contract, or, where the holder of the
contract is not a natural person, the death of the annuitant; (c) distributions
attributable to the taxpayer's becoming disabled; (d) distributions which are
part of a scheduled series of substantially equal periodic payments for the life
(or life expectancy) of the taxpayer (or the joint lives of the taxpayer and the
taxpayer's Beneficiary); (e) distributions of amounts which are allocable to
"investments in the contract" made prior to August 14, 1982; (f) payments under
an immediate annuity as defined in the Code; (g) distributions under a qualified
funding asset under Code Section 130(d); or (h) distributions from an annuity
purchased by an employer on the termination of a qualified pension plan that is
held by the employer until the employee separates from service.

Any modification, other than by reason of death or disability, of distributions
which are part of a scheduled series of substantially equal periodic payments as
noted in (d), above, that occur before the taxpayer's age 59 1/2 or within 5
years of the first of such scheduled payments will result in the requirement to
pay the taxes that would have been due had the payments been treated as subject
to tax in the years received, plus interest for the deferral period. It is our
understanding that the Internal Revenue Service does not consider a scheduled
series of distributions to qualify under (d), above, if the holder of the
annuity retains the right to modify such distributions at will, even if such
right is not exercised, or, for a variable annuity, if the distributions are not
based on a substantially equal number of Units, rather than a substantially
equal dollar amount.

The Internal Revenue Service has ruled that the exception to the 10% penalty
described above for "non-qualified" immediate annuities as defined under the
Code may not apply to annuity payments under a contract recognized as an
immediate annuity under state insurance law obtained pursuant to an exchange of
contracts if: (a) purchase payments for the exchanged contract were contributed
or deemed to be contributed more than one year prior to the first annuity
payment payable under the immediate annuity; and (b) the annuity payments under
the immediate annuity do not meet the requirements of any other exception to the
10% penalty. This ruling may or may not imply that the exception to the 10%
penalty may not apply to annuity payments paid pursuant to a deferred annuity
obtained pursuant to an exchange of contract if: (a) purchase payments for the
exchanged contract were contributed or may be deemed to be contributed more than
one year prior to the first annuity payment pursuant to the deferred annuity
contract; or (b) the annuity payments pursuant to the deferred annuity do not
meet the requirements of any other exception to the 10% penalty.

Annuity Payments: The taxable portion of each payment is determined by a
formula which establishes the ratio that "investment in the contract" bears to
the total value of annuity payments to be made. However, the total amount
excluded under this ratio is limited to the "investment in the contract". The
formula differs between fixed and variable annuity payments. Where the annuity
payments cease because of the death of the person upon whose life payments are
based and, as of the date of death, the amount of annuity payments excluded from
taxable income by the exclusion ratio does not exceed the investment in the
contract, then the remaining portion of unrecovered investment is allowed as a
deduction in the tax year of such death.

Gifts: The gift of an annuity to other than the spouse of the contract
holder (or former spouse incident to a divorce) is treated for tax purposes as a
distribution.

Tax Free Exchanges: Section 1035 of the Code permits certain tax-free
exchanges of a life insurance, annuity or endowment contract for an annuity. If
an annuity is obtained by a tax-free exchange of a life insurance, annuity or
endowment contract purchased prior to August 14, 1982, then any distributions
other than as annuity payments which do not exceed the portion of the
"investment in the contract" (purchase payments made into the other contract,
less prior distributions) prior to August 14, 1982, are not included in taxable
income. In all other respects, the general provisions of the Code apply to
distributions from annuities obtained as part of such an exchange.

Transfers Between Investment Options: Transfers between investment options
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. Such guidelines may or may not
address the number of investment options or the number of transfers between
investment options offered under a variable annuity. It is not known whether
such guidelines, if in fact promulgated, would have retroactive effect. It is
also not known what effect, if any, such guidelines may have on transfers
between the investment options of the Annuity 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.

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 taxes
tend to apply to transfers of significantly large dollar amounts. We may be
required to determine whether a transaction must be treated as a direct skip as
defined in the Code and the amount of the resulting tax. If so required, we will
deduct from your Annuity or from any applicable payment to be treated as a
direct skip any amount we are required to pay as a result of the transaction.

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). The Treasury Department's
regulations prescribe the diversification requirements for variable annuity
contracts. We believe the underlying mutual fund portfolios should comply with
the terms of these regulations.

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 retirement plans, may be
subject to automatic 20% withholding for Federal income taxes. This will not
apply to: (a) any portion of a distribution paid as Minimum Distributions; (b)
direct transfers to the trustee of another retirement plan; (c) distributions
from an individual retirement account or individual retirement annuity; (d)
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; and (e) certain other distributions where automatic 20% withholding may
not apply.

Tax Considerations When Using Annuities in Conjunction with Qualified
Plans: There are various types of qualified plans for which an annuity may be
suitable. Benefits under a qualified plan may be subject to that plan's terms
and conditions irrespective of the terms and conditions of any annuity used to
fund such benefits ("qualified contract"). We have provided below general
descriptions of the types of qualified plans in conjunction with which we may
issue an Annuity. These descriptions are not exhaustive and are for general
informational purposes only. We are not obligated to make or continue to make
new Annuities available for use with all the types of qualified plans shown
below.

The tax rules regarding qualified plans are complex. The application of these
rules depend on individual facts and circumstances. Before purchasing an Annuity
for use in funding a qualified plan, you should obtain competent tax advice,
both as to the tax treatment and suitability of such an investment.

Qualified contracts include special provisions changing or restricting certain
rights and benefits otherwise available to non-qualified annuities. You should
read your Annuity carefully to review any such changes or limitations. The
changes and limitations may include, but may not be limited to, restrictions on
ownership, transferability, assignability, contributions, distributions, as well
as reductions to the minimum allowable purchase payment for an annuity and any
subsequent annuity you may purchase for use as a qualified contract.
Additionally, various penalty and excise taxes may apply to contributions or
distributions made in violation of applicable limitations.

Individual Retirement Programs: Eligible individuals may maintain an
individual retirement account or individual retirement annuity ("IRA"). Subject
to limitations, contributions of certain amounts may be deductible from gross
income. Purchasers of IRAs are to receive a special disclosure document, which
describes limitations on eligibility, contributions, transferability and
distributions. It also describes the conditions under which distributions from
IRAs and other qualified plans may be rolled over or transferred into an IRA on
a tax-deferred basis. Eligible employers that meet specified criteria may
establish simplified employee pensions for employees using the employees' IRAs.
These arrangements are known as SEP-IRAs. Employer contributions that may be
made to SEP-IRAs are larger than the amounts that may be contributed to other
IRAs, and may be deductible to the employer.

Tax Sheltered Annuities: A tax sheltered annuity ("TSA") under Section
403(b) of the Code is a contract into which contributions may be made for the
benefit of their employees by certain qualifying employers: public schools and
certain charitable, educational and scientific organizations. Such contributions
are not taxable to the employee until distributions are made from the TSA. The
Code imposes limits on contributions, transfers and distributions.
Nondiscrimination requirements apply as well.

Corporate Pension and Profit-sharing Plans: Annuities may be used to fund
employee benefits of various retirement plans established by corporate
employers. Contributions to such plans are not taxable to the employee until
distributions are made from the retirement plan. The Code imposes limitations on
contributions and distributions. The tax treatment of distributions is subject
to special provisions of the Code, and also depends on the design of the
specific retirement plan. There are also special requirements as to
participation, nondiscrimination, vesting and nonforfeitability of interests.

H.R. 10 Plans: Annuities 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". These
plans are subject to most of the same types of limitations and requirements as
retirement plans established by corporations. However, the exact limitations and
requirements may differ from those for corporate plans.

Tax Treatment of Distributions from Qualified Annuities: A 10% penalty tax
applies to the taxable portion of a distribution from a qualified contract
unless one of the following exceptions apply to such distribution: (a) it is
part of a properly executed transfer to another IRA, an individual retirement
account or another eligible qualified plan; (b) it occurs on or after the
taxpayer's age 59 1/2; (c) it is subsequent to the death or disability of the
taxpayer (for this purpose disability is as defined in Section 72(m)(7) of the
Code); (d) it is part of substantially equal periodic payments to be paid not
less frequently than annually for the taxpayer's life or life expectancy or for
the joint lives or life expectancies of the taxpayer and a designated
beneficiary; (e) it is subsequent to a separation from service after the
taxpayer attains age 55; (f) it does not exceed the employee's allowable
deduction in that tax year for medical care; and (g) it is made to an alternate
payee pursuant to a qualified domestic relations order. The exceptions stated
above in (e), (f) and (g) do not apply to IRAs.

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. Contributions
are not taxable to employees until distributed from the plan. However, plan
assets remain the property of the employer and are subject to the claims of the
employer's general creditors until such assets are made available to
participants or their beneficiaries.

OTHER MATTERS: Outlined below are certain miscellaneous matters you should
know before investing in an Annuity.

Deferral of Transactions: We may defer any distribution or transfer from a
Fixed Allocation or an annuity payout for a period not to exceed the lesser of 6
months or the period permitted by law. If we defer a distribution or transfer
from any Fixed Allocation or any annuity payout for more than thirty days, or
less where required by law, we pay interest at the minimum rate required by law
but not less than 3%, or at least 4% if required by your contract, per year on
the amount deferred. We may defer payment of proceeds of any distribution from
any Sub-account or any transfer from a Sub-account for a period not to exceed 7
calendar days from the date the transaction is effected. Any deferral period
begins on the date such distribution or transfer would otherwise have been
transacted (see "Pricing of Transfers and Distributions").

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.

Resolving Material Conflicts: Underlying mutual funds or portfolios may be
available to registered separate accounts offering either or both life and
annuity contracts of insurance companies not affiliated with us. We also may
offer life insurance and/or annuity contracts that offer different variable
investment options from those offered under this Annuity, but which invest in
the same underlying mutual funds or portfolios. It is possible that differences
might arise between our Separate Account B and one or more accounts of other
insurance companies which participate in a portfolio. It is also possible that
differences might arise between a Sub-account offered under this Annuity and
variable investment options offered under different life insurance policies or
annuities we offer, even though such different variable investment options
invest in the same underlying mutual fund or portfolio. In some cases, it is
possible that the differences could be considered "material conflicts". Such a
"material conflict" could also arise due to changes in the law (such as state
insurance law or Federal tax law) which affect either these different life and
annuity separate accounts or differing life insurance policies and annuities. It
could also arise by reason of differences in voting instructions of persons with
voting rights under our policies and/or annuities and those of other companies,
persons with voting rights under annuities and those with rights under life
policies, or persons with voting rights under one of our life policies or
annuities with those under other life policies or annuities we offer. It could
also arise for other reasons. We will monitor events so we can identify how to
respond to such conflicts. If such a conflict occurs, we will take the necessary
action to protect persons with voting rights under our life policies or
annuities vis-a-vis those with rights under life policies or annuities offered
by other insurance companies. We will also take the necessary action to treat
equitably persons with voting rights under this Annuity and any persons with
voting rights under any other life policy or annuity we offer.

Modification: We reserve the right to 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 "unitized" separate accounts; (c) terminate
offering certain Guarantee Periods for new or renewing Fixed Allocations; (d)
combine Separate Account D with other "non-unitized" separate accounts; (e)
deregister Separate Account B under the 1940 Act; (f) operate Separate Account B
as a management investment company under the 1940 Act or in any other form
permitted by law; (g) make changes required by any change in the Securities Act
of 1933, the Exchange Act of 1934 or the 1940 Act; (h) make changes that are
necessary to maintain the tax status of your Annuity under the Code; and (i)
make changes required by any change in other Federal or state laws relating to
retirement annuities or annuity contracts.

Also, from time to time, we may make additional Sub-accounts available to you.
These Sub-accounts will invest in underlying mutual funds or portfolios of
underlying mutual funds 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 of one of
the current underlying mutual funds 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 underlying mutual funds or portfolios for the one in which a
Sub-account is invested. Substitutions may be necessary if we believe an
underlying mutual fund or 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 an underlying mutual fund or portfolio,
or because the underlying mutual fund or 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 Separate Account B, which we
determine to be associated with the class of contracts to which your Annuity
belongs, to another "unitized" separate account. We also reserve the right to
transfer assets of Separate Account D which we determine to be associated with
the class of contracts to which your annuity belongs, to another "non-unitized"
separate account. We notify you (and/or any payee during the payout phase) of
any modification to your Annuity. We may endorse your Annuity to reflect the
change.

Misstatement of Age or Sex: If there has been a misstatement of the age
and/or sex of any person upon whose life annuity payments or the minimum death
benefit are based, we make adjustments to conform to the facts. As to annuity
payments: (a) any underpayments by us will be remedied on the next payment
following correction; and (b) any overpayments by us will be charged against
future amounts payable by us under your Annuity.

Ending the Offer: We may limit or discontinue offering Annuities. Existing
Annuities will not be affected by any such action.

Indemnification: Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Legal Proceedings: As of the date of this Prospectus, neither we nor ASM,
Inc. were involved in any litigation outside of the ordinary course of business,
and know of no material claims.

THE COMPANY: American Skandia Life Assurance Corporation is a stock
insurance company domiciled in Connecticut with licenses in all 50 states. It is
a wholly owned subsidiary of 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. Two of our affiliates, American Skandia Marketing,
Incorporated, formerly Skandia Life Equity Sales Corporation, and American
Skandia Information Services and Technology Corporation, formerly American
Skandia Business Services Corporation, may undertake certain administrative
functions on our behalf. Our affiliate, American Skandia Investment Services,
Incorporated, formerly American Skandia Life Investment Management, Inc.,
currently acts as the investment manager to the American Skandia Trust. We
currently engage Skandia Investment Management, Inc., an affiliate whose
indirect parent is Skandia Insurance Company Ltd., as investment manager for our
general account. We are under no obligation to engage or continue to engage any
investment manager.

As of July 1995, Skandia Vida, S.A. de C.V. was formed by the ultimate
parent Skandia Insurance Company, Ltd., a Swedish corporation. The Company owns
99.9% ownership in Skandia Vida, S.A. de C.V. which is a Mexican life insurance
company. This Mexican life insurer is a start up company with expectations of
selling long term savings products within Mexico. The assets and liabilities of
Skandia Vida, S.A. de C.V. are translated at the period ended exchange rate. The
effects of these translation adjustments are reported in a separate component of
shareholder's equity. Total shareholder's equity of Skandia Vida, S.A. de C.V.
is $[ ] as of December 31, 1995.

Lines of Business: The Company is in the business of issuing annuity
policies, and has been so since its business inception in 1988. The Company
currently offers the following annuity products: a) certain deferred annuities
that are registered with the Securities and Exchange Commission, including
variable annuities and fixed interest rate annuities that include a market value
adjustment feature; b) certain other fixed deferred annuities that are not
registered with the Securities and Exchange Commission; and c) fixed and
adjustable immediate annuities. We may, in the future, offer other annuities,
life insurance and other forms of insurance.

Selected Financial Data: The following selected financial data are
qualified by reference to, and should be read in conjunction with, the financial
statements, including related notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this Prospectus. The selected financial data as of and for each of the five
years ended December 31, 1995, 1994, 1993, 1992 and 1991 has been audited by
Deloitte & Touche LLP, independent auditors, whose report thereon is included
herein.

<PAGE>

Income Statement Data:

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues:
Net investment income [to be provided by amendment] $ 1,300,217 $ 692,758 $ 892,053 $ 723,253
Annuity premium income 70,000 101,643 1,304,629 2,068,452
Annuity charges and fees* 24,779,785 11,752,984 4,846,134 1,335,079
Net realized capital gains (losses) (1,942) 330,024 195,848 4,278
Fee income 2,111,801 938,336 125,179 0
Other income 24,550 1,269 15,119 45,010
------ --------------- ------------- -------------
Total revenues $ 28,284,411 $ 13,817,014 $ 7,378,962 $ 4,176,072
=========== =========== ========== ==========

Benefits and Expenses:
Return credited to contractowners (516,730) 252,132 560,243 235,470
Annuity benefits 369,652 383,515 276,997 107,536
Increase/(decrease) in annuity policy reserves 5,766,003 1,208,454 1,331,278 2,045,722
Underwriting, acquisition and
other insurance expenses 18,942,720 9,547,951 11,338,765 7,294,400
Interest expense 3,615,845 187,156 0 0
------------ ------------------------------- ----------
Total benefits and expenses $ 28,177,490 $ 11,579,208 $ 13,507,283 $ 9,683,128
----------- ----------- ----------- ----------

Income tax $ 247,429 $ 182,965 $ 0 $ 0
------------- ------------ ------------ -----------

Net income (loss) $ (140,508) $ 2,054,841 $ (6,128,321) $( 5,507,056)
=============== ============ ============ ===========

Balance Sheet Data:
Total Assets $2,864,416,329 $1,558,548,537 $552,345,206 $239,435,675
============== ============== ============ ============

Surplus Notes $ 69,000,000 $ 20,000,000 $ 0 $ 0
============== ============================================

Shareholder's Equity $ 52,205,524 $ 52,387,687 $ 46,332,846 $ 14,292,772
================ ================ ============= ============
</TABLE>

*On annuity sales of $[ ], $1,372,874,000, $890,640,000, $287,596,000, and
$141,017,000 during the years ended December 31, 1995, 1994, 1993, 1992 and
1991, respectively, with contractowner assets under management of $[ ],
$2,661,161,000, $1,437,554,000, $495,176,000, and $217,425,000 as of December
31, 1995, 1994, 1993, 1992, and 1991, respectively.

The above selected financial data should be read in conjunction with the
financial statements and the notes thereto.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations: [TO BE PROVIDED BY AMENDMENT]

Liquidity and Capital Resources: [TO BE PROVIDED BY AMENDMENT]

Segment Information: As of the date of this Prospectus, we offered only
variable and fixed deferred annuities and immediate annuities.

Reinsurance: The Company cedes reinsurance under modified coinsurance
arrangements. The reinsurance arrangements provide additional capacity for
growth in supporting the cash flow strain from the Company's variable annuity
business. The reinsurance is effected under quota share contracts.

Effective January 1, 1995, the Company reinsured certain mortality risks. These
risks result from the guaranteed minimum death benefit feature in the variable
annuity products.

The effect of the reinsurance agreements on the Company's operations was to
reduce annuity charges and fee income, death benefit expense, and reserve
exposure.

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

Surplus Notes: [TO BE PROVIDED BY AMENDMENT]

Reserves: We are obligated to carry on our statutory books, as liabilities,
actuarial reserves to meet our obligations on outstanding annuity or life
insurance contracts. This is required by the life insurance laws and regulations
in the jurisdictions in which we do business. Such reserves are based on
mortality and/or morbidity tables in general use in the United States. In
general, reserves are computed amounts that, with additions from premiums to be
received, and with interest on such reserves compounded at certain assumed
rates, are expected to be sufficient to meet our policy obligations at their
maturities if death occurs in accordance with the mortality tables employed. In
the accompanying Financial Statements these reserves for policy obligations are
determined in accordance with generally accepted accounting principles and are
included in the liabilities of our separate accounts and the general account
liabilities for future benefits of annuity or life insurance contracts we issue.

Competition: We are engaged in a business that is highly competitive due to
the large number of insurance companies and other entities competing in the
marketing and sale of insurance products. There are approximately 2300 stock,
mutual and other types of insurers in the life insurance business in the United
States.

Employees: As of December 31, 1995, we had 198 direct salaried employees.
An affiliate, American Skandia Information Services and Technology Corporation,
formerly American Skandia Business Services Corporation, that provides services
almost exclusively to us, had 67 direct salaried employees.

Regulation: We are organized as a Connecticut stock life insurance company,
and are subject to Connecticut law governing insurance companies. We are
regulated and supervised by the Connecticut Commissioner of Insurance. By March
1 of every year, we must prepare and file an annual statement, in a form
prescribed by the Connecticut Insurance Department, which covers our operations
for the preceding calendar year, and must prepare and file our statement of
financial condition as of December 31 of such year. The Commissioner and his or
her agents have the right at all times to review or examine our books and
assets. A full examination of our operations will be conducted periodically
according to the rules and practices of the National Association of Insurance
Commissioners ("NAIC"). We are subject to the insurance laws and various federal
and state securities laws and regulations and to regulatory agencies, such as
the Securities and Exchange Commission (the "SEC") and the Connecticut Banking
Department, which administer those laws and regulations.

We can be assessed up to prescribed limits for policyholder losses incurred by
insolvent insurers under the insurance guaranty fund laws of most states. We
cannot predict or estimate the amount any such future assessments we may have to
pay. However, the insurance guaranty laws of most states provide for deferring
payment or exempting a company from paying such an assessment if it would
threaten such insurer's financial strength.

Several states, including Connecticut, regulate insurers and their affiliates
under insurance holding company laws and regulations. This applies to us and our
affiliates. Under such laws, inter-company transactions, such as dividend
payments to parent companies and transfers of assets, may be subject to prior
notice and approval, depending on factors such as the size of the transaction in
relation to the financial position of the companies.

Currently, the federal government does not directly regulate the business of
insurance. However, federal legislative, regulatory and judicial decisions and
initiatives often have significant effects on our business. Types of changes
that are most likely to affect our business include changes to: (a) the taxation
of life insurance companies; (b) the tax treatment of insurance products; (c)
the securities laws, particularly as they relate to insurance and annuity
products; (d) the "business of insurance" exemption from many of the provisions
of the anti-trust laws; (e) the barriers preventing most banks from selling or
underwriting insurance: and (f) any initiatives directed toward improving the
solvency of insurance companies. We would also be affected by federal
initiatives that have impact on the ownership of or investment in United States
companies by foreign companies or investors.

Executive Officers and Directors:

Our executive officers and directors, 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.

<PAGE>

<S> <C> <C> <C>
Name/ Position with American Skandia
Age Life Assurance Corporation Principal Occupation

Alan Blank Employee Vice President and,
47 National Sales Manager:
American Skandia
Marketing, Incorporated

Mr. Blank joined us in 1994. He previously held the position of Vice-Chairman at Liberty Securities.

<FN>
Gordon C. Boronow* President President and
43 and Chief Chief Operating Officer:
Operating Officer, American Skandia Life
Director (since July, 1991) Assurance Corporation
</FN>

Nancy F. Brunetti Senior Vice President, Senior Vice President, Business and
34 Business and Application Application Development:
Development American Skandia Life
Director (since February, 1996) Assurance Corporation

Ms. Brunetti joined us in 1992. She previously held the position of Senior Business Analyst at Monarch Life Insurance Company.

Malcolm M. Campbell Director (since April, 1991) Director of Operations,
40 Assurance and Financial
Services Division:
Skandia Insurance Company Ltd.
<FN>

Jan R. Carendi* Chief Executive Executive Vice President and
51 Officer and Member of Corporate Management Group:
Chairman of the Skandia Insurance Company Ltd.
Board of Directors
Director (since May, 1988)
</FN>

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

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

Wade A. Dokken Director (since July, 1991) Director:
36 and Employee American Skandia Life
Assurance Corporation;
President, Chief Operating Officer
and Chief Marketing Officer:
American Skandia Marketing, Incorporated

N. David Kuperstock Vice President, Vice President,
44 Product Development Product Development:
American Skandia Life
Assurance Corporation

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

Dianne B. Michael Senior Vice President, Senior Vice President,
41 Customer Service Customer Service:
Director (since February, 1996) American Skandia Life
Assurance Corporation

Ms. Michael joined us in 1995. She previously held the position of Vice President with J. P. Morgan Investment Management Inc.

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

M. Patricia Paez Assistant Vice President Assistant Vice President
35 and Corporate Secretary and Corporate Secretary:
American Skandia Life
Assurance Corporation

Don Thomas Peck Employee Vice President,
52 National Sales Manager:
American Skandia
Marketing, Incorporated

Mr. Peck joined us in 1995. He previously held the position of Regional Vice President with MFS Financial Services Inc.

Rodney D. Runestad Vice President and Vice President and
46 Valuation Actuary Valuation Actuary:
American Skandia Life
Assurance Corporation

Hayward Sawyer Employee Vice President and
51 National Sales Manager:
American Skandia
Marketing, Incorporated

Mr. Sawyer joined us in 1994. He previously held the position of Regional Vice President with AIM Distributors, Inc.

Todd L. Slade Vice President, Vice President,
38 Applications Development Applications Development:
American Skandia Life
Assurance Corporation

Anders O. Soderstrom Director (since October, 1994) President and
36 Chief Operating Officer:
American Skandia Information
Services and Technology Corporation

Amanda C. Sutyak Executive Vice President Executive Vice President
38 and Deputy Chief and Deputy Chief
Operating Officer, Operating Officer:
Director (since July, 1991) American Skandia Life
Assurance Corporation

C. Ake Svensson Treasurer, Vice President, Treasurer
45 Director (since December, 1994) and Corporate Controller:
American Skandia Investment
Holding Corporation

Mr. Svensson joined us in 1994. He previously held the position of Senior Vice President with Nordenbanken.

Bayard F. Tracy Senior Vice President, Senior Vice President,
48 Institutional Sales, Institutional Sales and Marketing:
Director (since October, 1994) American Skandia Life
Assurance Corporation
</TABLE>
Executive Compensation

Summary Compensation Table: The summary table below summarizes the
compensation payable to our Chief Executive Officer and to the most highly
compensated of our executive officers whose compensation exceeded $100,000 in
the fiscal year immediately preceding the date of this Prospectus.
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C>
Name and Principal Annual Annual Other Annual
Position Year Salary Bonus Compensation
($) ($) ($)

Jan R. Carendi - 1995
Chief Executive 1994 $170,569
Officer 1993 214,121

Alan Blank - 1995
Vice President and 1994 $265,125
National Sales Manager, 1993 0
Banking

Wade A. Dokken - 1995
Executive Vice President 1994 $558,299
and Chief Marketing 1993 318,637
Officer

Robert Seaberg 1995
Vice President, 1994 $207,625
Marketing 1993 54,075 0 $21,575

[ ] [ ]
</TABLE>

Long-Term Incentive Plans - Awards in the Last Fiscal Year: The following
table provides information regarding our long-term incentive plan. Units are
awarded to executive officers and other personnel. The table shows units awarded
to our Chief Executive Officer and the most highly compensated of our executive
officers whose compensation exceeded $100,000 in the fiscal year immediately
preceding the date of this Prospectus. This program is designed to induce
participants to remain with the company over long periods of time and to tie a
portion of their compensation to the fortunes of the company. Currently, the
program consists of multiple plans. A new plan may be instituted each year.
Participants are awarded units at the beginning of a plan. 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 plan. There
are certain exceptions, such as in cases of retirement or death.

Changes in the value of units reflect changes in the "embedded value" of
the company. "Embedded value" is the net asset value of the company (valued at
market value and not including the present value of future profits), plus the
present value of the anticipated future profits (valued pursuant to state
insurance law) on its existing contracts. Units will not have any value for
participants if the embedded value does not increase by certain target
percentages during the first four years of a plan. The target percentages may
differ between each plan. Any amounts available under a plan are paid out in the
fifth through eighth years of a plan. Portions of the payments may be postponed
if the payment would exceed 20% of any profit (as determined under state
insurance law) earned by the company in the prior fiscal year. The amount to be
received by a participant at the time any payment is due will be the then
current number of units payable multiplied by the then current value of such
units.

<PAGE>

<TABLE>
<CAPTION>
---------Estimated Future Payouts---------
Name Number of Units Period Until Payout Threshold Target Maximum
(#) ($) ($) ($)

<S> <C> <C>
Jan R. Carendi Various $
*Alan Blank Various $
*Wade A. Dokken Various $
*Kevin J. Hart Various $
*Robert Seaberg Various $
</TABLE>

*Mssrs. Hart and Seaberg are no longer employed by the Company; the units
noted are no longer payable. Messrs. Blank and Dokken are no longer officers of
the Company, however units are still payable as these individuals are employees
of the Company.

Compensation of Directors: The following directors were compensated as
shown below in 1995:

Malcolm M. Campbell $ Gunnar Moberg $
Henrik Danckwardt $

Compensation Committee Interlocks and Insider Participation: The
compensation committee of our board of directors as of December 31, 1995
consisted of Malcolm M. Campbell and Henrik Danckwardt.

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATIONCONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION: The following are the contents of the Statement of
Additional Information:

(1) General Information Regarding American Skandia Life Assurance
Corporation

(2) Principal Underwriter

(3) Calculation of Performance Data

(4) Unit Price Determinations

(5) Calculating the Market Value Adjustment

(6) Independent Auditors

(7) Legal Experts

(8) Appendix A - Financial Statements for Separate Account B (Class 1
Sub-accounts)

FINANCIAL STATEMENTS: The financial statements which follow in Appendix A
are those of American Skandia Life Assurance Corporation for the years ended
December 31, 1995, 1994, and 1993, respectively. Financial statements for the
Class 1 Sub-accounts of Separate Account B are found in the Statement of
Additional Information.

<PAGE>

APPENDIXES

APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION

APPENDIX B SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO
INVESTMENT OBJECTIVES AND POLICIES

APPENDIX C PRIOR CONTRACT

<PAGE>

APPENDIX A

FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

[To be filed by amendment]

<PAGE>

APPENDIX B

SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT
OBJECTIVES AND POLICIES

Short descriptions of the portfolios of the Life & Annuity Trust, the applicable
portfolios of the American Skandia Trust and the Growth portfolio of The Alger
American Fund are found below.

Please refer to the prospectuses of each underlying mutual fund for more
complete details on expenses, investment policies, and risk factors applicable
to certain portfolios. Additional underlying mutual fund prospectuses or
Statements of Additional Information may be obtained by calling 1-800-680-8920
or writing to us at P.O. Box 883, Attention: Stagecoach Variable Annuity
Administration, Shelton, Connecticut, 06484-0883.

Life & Annuity Trust

Asset Allocation Portfolio: The Asset Allocation Portfolio seeks a high level of
total return, including net realized and unrealized capital gains and net
investment income, consistent with reasonable risk. The Portfolio seeks to
achieve its objective by pursuing an asset allocation strategy. This strategy is
based upon the premise that certain asset classes from time to time are under-
or over- valued relative to eachother by the market, and that undervalued asset
classes represent relatively better long-term, risk-adjusted investment
opportunities. Timely, low-cost shifts among common stocks, U.S. Treasury bonds
and money market instruments (as determined by their perceived relative over- or
under- valuation) can, therefore, produce attractive investment returns. Using
this strategy, BZW Barclays Global Fund Advisors ("BGFA"), as the Portfolio's
investment sub-adviser, regularly determines the appropriate mix of asset
classes and the Portfolio's portfolio is periodically adjusted to achieve this
mix. The Portfolio is not designed to profit from short-term market changes.

In determining the appropriate mix, BGFA uses an investment model developed over
the past 20 years, which is also used by BGFA as a basis for managing large
employee benefit trust funds and other institutional accounts. The Asset
Allocation Model, which is proprietary to BGFA, analyzes extensive financial
data from numerous sources and recommends a portfolio allocation among common
stocks, U.S. Treasury bonds and money market instruments. As further described
in the Portfolio's "Prospectus Appendix Additional Investment Policies," BGFA
bases its investment decisions on the Asset Allocation Model's results. At any
given time, substantially all of the Portfolio's assets may be invested in a
single asset class and the relative allocation among the asset classes may shift
significantly from time to time.

Growth and Income Portfolio: The Growth and Income Portfolio seeks to earn
current income and achieve long-term capital appreciation. It seeks to achieve
this objective by investing primarily in common stocks and preferred stocks and
debt securities that are convertible into common stocks. Under normal market
conditions, the Portfolio invests at least 65% of its total assets in common
stocks and securities which are convertible into common stocks and at least 65%
of its total assets in income-producing securities. Up to 10% of the Portfolio's
assets may be invested in securities of foreign issuers. The Growth and Income
Portfolio invests in common stocks of issuers that exhibit a strong earnings
growth trend and that are believed by Wells Fargo Bank, as investment adviser,
to have above average prospects for future earnings growth. The Portfolio
maintains a portfolio of common stocks diversified among industries and
companies. The Portfolio may invest in common stocks of large companies (i.e.,
those companies with more that $750 million in capitalization) that Wells Fargo
Bank believes offer the potential for long-term earnings growth or above-average
dividend yield. Some investments also may be made in common stocks of medium and
smaller sized companies (i.e., those companies with at least $250 million, but
less than $750 million in capitalization ) that appear to have the potential to
generate high levels of future revenue and earnings growth and where the
investment opportunity may not be fully reflected in the price of the securities
but that may involve greater risks than investments in larger companies. The
Growth and Income Portfolio intends generally to invest less than 50% of its
assets in the securities of medium and smaller sized companies and the remainder
in securities of larger sized companies. However, the actual percentages may
vary according to changes in market conditions and the judgment of the
Portfolio's investment adviser of how best to achieve the Portfolio's investment
objective. The Growth and Income Portfolio may also invest in convertible
securities that provide current income and are issued by companies with the
characteristics described above and that have a strong earnings and credit
record. At most, 5% of the Portfolio's net assets will be invested in
convertible debt securities that are either rated below the four highest rating
categories by one or more nationally recognized statistical rating
organizations, such as Moody's Investor Service, Inc. or Standard & Poor's
Corporation (which includes securities also known as "junk bonds"), or unrated
securities determined by Wells Fargo Bank to be of comparable quality.

Money Market Portfolio: The Money Market Portfolio seeks to provide investors
with a high level of income, while preserving capital and liquidity, by
investing in high-quality, short-term instruments. The Portfolio only invests
its assets in U.S. dollar-denominated, high-quality money market instruments,
and may engage in certain other investment activities as described in the
Prospectus. Permitted investments consist of obligations of the U.S. Government,
its agencies or instrumentalities (including government-sponsored enterprises),
obligations of domestic and foreign banks, commercial paper, and repurchase
agreements and other debt obligations such as municipal obligations,
asset-backed securities and securities issued by special purpose entities. The
Portfolio also may invest in unrated instruments determined by Wells Fargo Bank
to be of comparable quality to other rated instruments that the Portfolio is
permitted to purchase and otherwise purchased in accordance with Portfolio
procedures. The Money Market Portfolio is not insured or guaranteed by the U.S.
Government. There can be no assurance that a stable net asset value will be
maintained. A more complete description of these investments and investment
activities is contained in the Portfolio's "Prospectus Appendix - Additional
Investment Policies" and in the Portfolio's SAI.

U.S. Government Allocation Portfolio: The U.S. Government Allocation Portfolio
seeks over the long term a high level of total return, including net realized
and unrealized capital gains and net investment income, consistent with
reasonable risk. The Portfolio seeks to achieve its objective by pursuing a
strategy of allocating and reallocating its investments among the following
three classes of debt instruments: long-term U.S. Treasury bonds,
intermediate-term U.S. Treasury notes, and short-term money market instruments.
This strategy is based upon the premise that those classes of debt securities
from time to time are over- or under-valued relative to each other by the
market, and that under-valued asset classes represent relatively better
long-term investment opportunities. Timely, low-cost shifts among such
securities (as determined by their perceived relative over- or under-valuation)
can, therefore produce attractive long-term investment returns. Using this
strategy, BGFA regularly determines the appropriate mix of asset classes, and
the Portfolio's portfolio is periodically adjusted to achieve this mix. Under
normal market conditions, the Portfolio invests at least 65% of the value of its
total assets in U.S. Government obligations. In determining the appropriate mix,
BGFA, as the Portfolio's investment sub-adviser, uses an investment model, the
U.S. Government Allocation Model, which is also used by BGFA as a basis for
managing large employee benefit trust funds and other institutional accounts.
The model, which is proprietary to BGFA, analyzes risk, correlation and expected
return data and recommends a portfolio allocation among the three classes of
debt instruments. As further described in the Portfolio's "Prospectus Appendix -
Additional Investment Policies," BGFA bases its investment decisions on the
model's results. At any given time, substantially all of the Portfolio's assets
may be invested in a single asset class, and the relative allocation among the
asset classes may shift significantly from time to time. The Portfolio is not
designed to profit from short-term market changes. The Portfolio may purchase
U.S. Treasury bonds with remaining maturities of at least 20 years. Under normal
market conditions, the dollar-weighted average maturity of this portion of the
Portfolio's portfolio is expected to range between 22 and 28 years. The
Portfolio may purchase U.S. Treasury notes and other U.S. Treasury securities
with remaining maturities ranging from one to 20 years. Under normal market
conditions, the dollar-weighted average maturity of this portion of the
Portfolio's portfolio is expected to range between three and seven years. The
Portfolio may purchase short-term money market instruments with remaining
maturities of one year or less. The Portfolio also may enter into futures and
options contracts and options on futures contracts and make margin payments in
connection with such contracts, invest in unrated instruments determined by the
Portfolio's adviser to be of investment quality comparable to other rated
instruments that the Portfolio is permitted to purchase, and purchase securities
on a delayed delivery or when-issued basis.

American Skandia Trust

JanCap Growth Portfolio: The investment objective of the JanCap Growth Portfolio
is 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 investments, therefore, will be incidental to this objective.
The objective will be pursued by emphasizing investments in common stocks.
Common stock investments will be in industries and companies that the
portfolio's sub-advisor believes are experiencing favorable demand for their
products and services, and which operate in a favorable competitive and
regulatory environment. Investments may be made to a lesser degree in preferred
stocks, convertible securities, warrants, and debt securities of U.S. issuers,
when the portfolio's sub-advisor perceives an opportunity for capital growth
from such securities or so that a return may be received on the portfolio's idle
cash. Debt securities which the portfolio may purchase include corporate bonds
and debentures (not to exceed 5% of net assets in bonds rated below investment
grade), mortgage-backed and asset-backed securities, zero-coupon bonds,
indexed/structured notes, high-grade commercial paper, certificates of deposit
and repurchase agreements. Securities of foreign issuers, including securities
of foreign governments and Euromarket securities, also may be purchased.
Although it is the general policy of the JanCap Growth Portfolio to purchase and
hold securities for capital growth, changes will be made whenever the
portfolio's sub-advisor believes they are advisable. Because investment changes
usually will be made without reference to the length of time a security has been
held, a significant number of short-term transactions may result.

Investments also may be made in "special situations" from time to time. A
"special situation" arises when, in the opinion of the portfolio's sub-advisor,
the securities of a particular company will be recognized and appreciate in
value due to a specific development, such as a technological breakthrough,
management change or a new product at that company. Subject to certain
limitations, the JanCap Growth Portfolio may purchase and write options on
securities (including index options) and options on foreign currencies, and may
invest in futures contracts on securities, financial indices and foreign
currencies, ("futures contracts"), options on futures contracts, forward
contracts and swaps and swap-related products. These instruments will be used
primarily for hedging purposes. Investment of up to 15% of the JanCap Growth
Portfolio's total assets may be made in securities that are considered illiquid
because of the absence of a readily available market or due to legal or
contractual restrictions.

T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe Price International Equity Portfolio is to seek total return on its assets
through investments in common stocks of established, non-U.S. companies.
Investments may be made solely for capital appreciation or solely for income or
any combination of both for the purpose of achieving a higher overall return.
Total return consists of capital appreciation or depreciation, dividend income,
and currency gains or losses. The portfolio intends to diversify investments
broadly among countries and to normally have at least three different countries
represented in the portfolio. The portfolio may invest in countries of the Far
East and Western Europe as well as South Africa, Australia, Canada and other
areas (including developing countries). Under unusual circumstances, the
portfolio may invest substantially all of its assets in one or two countries.

Founders Capital Appreciation Portfolio: The investment objective of Founders
Capital Appreciation Portfolio is capital appreciation. The portfolio will
normally invest at least 65% of its total assets in common stocks of U.S.
companies with market capitalizations of $1.5 billion or less. These stocks
normally will be traded in the over-the-counter market. Since it may engage in
short-term trading, the portfolio may have annual portfolio turnover rates in
excess of 100%.

INVESCO Equity Income Portfolio: The investment objective of the INVESCO Equity
Income Portfolio is to seek high current income while following sound investment
practices. Capital growth potential is an additional, but secondary,
consideration in the selection of portfolio securities. The portfolio seeks to
achieve its objective by investing in securities which will provide a relatively
high-yield and stable return and which, over a period of years, may also provide
capital appreciation. The portfolio normally will invest between 60% and 75% of
its assets in dividend-paying, marketable common stocks of domestic and foreign
industrial issuers. The portfolio also will invest in convertible bonds,
preferred stocks and debt securities. The portfolio may depart from the basic
investment objective and assume a defensive position with a large portion of its
assets temporarily invested in high quality corporate bonds, or notes and
government issues, or held in cash. The portfolio's investments in common stocks
may decline in value. To minimize the risk this presents, the portfolio only
invests in dividend-paying common stocks of domestic and foreign industrial
issuers which are marketable, and will not invest more than 5% of the
portfolio's assets in the securities of any one company or more than 25% of the
portfolio's assets in any one industry. The portfolio's investments in debt
securities will generally be subject to both credit risk and market risk. There
are no fixed-limitations regarding portfolio turnover. The rate of portfolio
turnover may fluctuate as a result of constantly changing economic conditions
and market circumstances. Securities initially satisfying the portfolio's basic
objectives and policies may be disposed of when they are no longer suitable. As
a result, it is anticipated that the portfolio's annual portfolio turnover rate
may be in excess of 100%, and may be higher than that of other investment
companies seeking current income with capital growth as a secondary
consideration. Increased portfolio turnover would cause the portfolio to incur
greater brokerage costs than would otherwise be the case.

PIMCO Total Return Bond Portfolio: The investment objective of the PIMCO Total
Return Bond Portfolio is to seek to maximize total return. A secondary objective
is preservation of capital. The Sub-advisor will seek to employ prudent
investment management techniques, especially in light of the broad range of
investment instruments in which the portfolio may invest. The proportion of the
portfolio's assets committed to investment in securities with particular
characteristics (such as maturity, type and coupon rate) will vary based on the
outlook for the U.S. and foreign economies, the financial markets and other
factors. The portfolio will invest at least 65% of its assets in the following
types of securities which may be issued by domestic or foreign entities and
denominated in U.S. dollars or foreign currencies: securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities; corporate
debt securities; corporate commercial paper; mortgage and other asset-backed
securities; variable and floating rate debt securities; bank certificates of
deposit; fixed time deposits and bankers' acceptances; repurchase agreements and
reverse repurchase agreements; obligations of foreign governments or their
subdivisions, agencies and instrumentalities, international agencies or
supranational entities; and foreign currency exchange-related securities,
including foreign currency warrants. The portfolio will invest in a diversified
portfolio of fixed-income securities of varying maturities with a portfolio
duration from three to six years. The portfolio may invest up to 20% of assets
in corporate debt securities that are rated below investment grade (i.e., rated
below Baa by Moody's or BBB by S&P or, if unrated, determined by the Sub-advisor
to be of comparable quality). These securities are regarded as high risk and
predominantly speculative with respect to the issuer's continuing ability to
meet principal and interest payments (see the underlying fund prospectus for
details).

PIMCO Limited Maturity Bond Portfolio: The investment objective of the PIMCO
Limited Maturity Bond Portfolio is to seek to maximize total return, consistent
with preservation of capital and prudent investment management. The portfolio
will invest at least 65% of its total assets in the following types of
securities, which may be issued by domestic or foreign entities and denominated
in U.S. dollars or foreign currencies: securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities ("U.S. Government
securities"); corporate debt securities; corporate commercial paper; mortgage
and other asset-backed securities; variable and floating rate debt securities;
bank certificates of deposit, fixed time deposits and bankers' acceptances;
repurchase agreements and reverse repurchase agreements; obligations of foreign
governments or their subdivisions, agencies and instrumentalities, international
agencies or supranational entities; and foreign currency exchange-related
securities, including foreign currency warrants.

The portfolio may hold different percentages of its assets in these various
types of securities, and may invest all of its assets in derivative instruments
or in mortgage- or asset-backed securities. There are special risks involved in
these instruments. The portfolio will invest in a diversified portfolio of fixed
income securities of varying maturities with a portfolio duration from one to
three years. The portfolio may invest up to 10% of its assets in corporate debt
securities that are rated below investment grade but rated B or higher by
Moody's or S&P (or, if unrated, determined by the Sub-advisor to be of
comparable quality). The portfolio may also invest up to 20% of its assets in
securities denominated in foreign currencies. The "total return" sought by the
portfolio will consist of interest and dividends from underlying securities,
capital appreciation reflected in unrealized increases in value of portfolio
securities (realized by the shareholder only upon selling shares) or realized
from the purchase and sale of securities, and use of futures and options, or
gains from favorable changes in foreign currency exchange rates The portfolio
may invest directly in U.S. dollar- or foreign currency-denominated fixed income
securities of non-U.S. issuers. The portfolio will limit its foreign investments
to securities of issuers based in developed countries (including Newly
Industrialized Countries, "NICs", such as Taiwan, South Korea and Mexico).
Investing in the securities of issuers in any foreign country involves special
risks.

Berger Capital Growth Portfolio: The investment objective of the Berger Capital
Growth Portfolio is long-term capital appreciation. The Portfolio seeks to
achieve this objective by investing primarily in common stocks of established
companies which the Sub-advisor believes offer favorable growth prospects.
Current income is not an investment objective of the Portfolio, and any income
produced will be a by-product of the effort to achieve the Portfolio's
objective. In general, investment decisions for the Portfolio are based on an
approach which seeks out successful companies because they are believed to be
more apt to become profitable investments. To evaluate a prospective investment,
the Sub-advisor analyzes information from various sources, including industry
economic trends, earnings expectations and fundamental securities valuation
factors to identify companies which in the Sub-advisor's opinion are more likely
to have predictable, above average earnings growth, regardless of the company's
size and geographic location. The Sub-advisor also takes into account a
company's management and its innovations in products and services in evaluating
its prospects for continued or future earnings growth.

In selecting its portfolio securities, the Portfolio places primary emphasis on
established companies which it believes to have favorable growth prospects.
Common stocks usually constitute all or most of the Portfolio's investment
holdings, but the Portfolio remains free to invest in securities other than
common stocks, and may do so when deemed appropriate by the Sub-advisor to
achieve the objective of the Portfolio. The Portfolio may, from time to time,
take substantial positions in securities convertible into common stocks, and it
may also purchase government securities, preferred stocks and other senior
securities if its Sub-advisor believes these are likely to be the best suited at
that time to achieve the Portfolio's objective. The Portfolio's policy of
investing in securities believed to have a potential for capital growth means
that a Portfolio share may be subject to greater fluctuations in value than if
the Portfolio invested in other securities.

The Alger American Fund

Alger American Growth Portfolio: The investment objective of the Alger American
Growth Portfolio is long-term capital appreciation. Except during temporary
defensive periods, the Portfolio invests at least 65 percent of its total assets
in equity securities of companies that, at the time of purchase of the
securities, have total market capitalization of $1 billion or greater. The
Portfolio may invest up to 35% of its total assets in equity securities of
companies that, at the time of purchase, have total market capitalization of
less than $1 billion and in excess of that amount (up to 100% of its assets)
during temporary defensive periods.

<PAGE>

APPENDIX C - PRIOR CONTRACT

Prior to September 1995, the Company issued a variable annuity which is
no longer being issued but under which Purchase Payments may continue to be made
("prior contract"). This annuity was marketed as the Stagecoach Variable Annuity
- - "SVA" contract, and was sold during the period from May, 1994 until September,
1995. Assets supporting the SVA contracts are maintained in Class 1 of Separate
Account B.

The principal differences between the contracts offered by this
Prospectus - ("current contract") - marketed as the Stagecoach Variable Annuity
Plus - "SVAP" contract, and the prior contract relate to the investment options
available under the contract, charges made by the Company and death benefit
provisions.

DEFINITIONS

One of the definitions used in the SVA contract is slightly different
from the definitions used in SVAP contract.

The defined term of "Account Value" used in the SVAP prospectus is the same as
the defined term of "Cash Value" in the former SVA Prospectus, the first
sentence is replaced with the following:

Investment Options

The variable investment options of the SVA contract do not include the
following Sub-accounts offered by SVAP that invest in the following portfolios
of the underlying mutual funds offered by SVAP: Four portfolios of the American
Skandia Trust (the "AST Trust") (a) PIMCO Total Return Bond; (b) PIMCO Limited
Maturity Bond; (c) AST Scudder International Bond; and (d) Berger Capital Growth
as well as the Growth portfolio of the Alger American Fund. Any disclosure or
discussion about these portfolios is not applicable to the SVA contract.

Charges

There is no maintenance fee applicable to the SVAP. The maintenance fee
for SVA is $30 or 2% of your current Account Value which is deducted from
Account Value in the Sub-accounts annually and upon surrender. The fee is
limited to the Account Value in the Sub-accounts as of the Valuation Period such
fee is due. We assess the maintenance fee to cover the actual cost of
maintaining the Account Values allocated to Class 1 Sub-accounts and Separate
Account B itself. The maintenance fee is assessed against the Sub-accounts on a
pro-rata basis in relation to the Account Values in each Sub-account as of the
Valuation Period for which we price the fee. The representations contained in
the Section "Administration Charge" are also applicable to the maintenance fee.
The maintenance fee can be increased only for Annuities issued subsequent to the
effective date of such change.

Expense Examples

The Expense Examples for SVA are as follows:

Examples
(amounts shown are rounded to the nearest dollar)

If you surrender your contract at the end of the applicable time period, you
would pay the following expenses on a $1,000 investment, assuming 5% annual
return on assets:

<TABLE>
<CAPTION>
Sub-accounts After:
<S> <C> <C> <C> <C>
1 yr. 3 yrs. 5 yrs. 10 yrs.

WF Asset Allocation [TO BE FILED BY AMENDMENT]
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
</TABLE>

If you do not surrender your contract you would pay the following expenses
on a $1,000 investment, assuming 5% annual return on assets:

<TABLE>
<CAPTION>
Sub-accounts After:
<S> <C> <C> <C> <C>
1 yr. 3 yrs. 5 yrs. 10 yrs.

Breakpoints

The percentage of the breakpoints in SVA do not depend on the age of the oldest
of any Owner or the Annuitant.

The current breakpoints for SVA for qualifying for the Additional Units, and the
value of such Units on the Valuation Day they are allocated to the Sub-accounts
are as follows:

<TABLE>
<CAPTION>
Value of Additional Units
Premium received as a percentage of premium
<S> <C>
At least $500,000 but less than $1,000,000 1.25%
At least $1,000,000 but less than $5,000,000 3.00%
At least $5,000,000 or more 3.75%
</TABLE>

We currently plan to make such a program available. However, we reserve the
right to modify, suspend or terminate it at any time, or from time to time,
without notice.

Exchange Contracts:

Subparagraph (4) under the section entitled "Exchange Contracts" is replaced
with the following for SVA:

(4) The value of the Exchange Credits as of the date of the allocation
to the investment options equals the lesser of the Exchange Credit
Limit or the surrender charge you paid to surrender the Exchange
Contract. The Exchange Credit Limit currently is 5.5% of the net
amount payable upon surrender of the Exchange Contract (except for
Exchange Contracts which are purchased by retirement plans designed to
qualify under Section 401 of the Code, where the Exchange Credit Limit
is 5%), less the value of any Additional Amounts we may credit because
of the size of your initial Purchase Payment (see "Breakpoints"). It
is not based on any other Purchase Payment. We reserve the right at
any time and from time to time to increase or decrease the Exchange
Credit Limit. However, the Exchange Credit Limit in effect at any time
will apply to all purchases qualifying for the Exchange Program.

Auto Saver

The term "auto saver" used in SVAP is the same as the term "bank drafting" used
in SVA. For SVA, the minimum initial Purchase Payment that must be met within 12
months, when such a program is utilized, is $1,000, and additional Purchase
Payments can be as low as $50 if accompanied by Auto Saver authorization.

Additional Amounts in the Fixed Allocation

There is currently no provision regarding "Additional Amounts in the Fixed
Allocation" applicable to SVA.

Rebalancing Program

There is currently no "Rebalancing" available under the SVA contract.

Death Benefits

The amount of death benefit for SVA during the accumulation phase
differs from SVAP as follows:

In the accumulation phase, a death benefit is payable. If the Annuity
is owned by one or more natural persons, it is payable upon the first
death of such Owners. If the Annuity is owned by an entity, the death
benefit is payable upon the Annuitant's death (if there is no
Contingent Annuitant). For applicable deaths occurring prior to age 85
of the deceased, the death benefit is the greater of (a) or (b), less
any remaining contingent deferred sales charge if the deceased was age
75 or greater at the time of death, where, (a) is your Account Value in
any Sub-accounts plus the Interim Value of your Fixed Allocations; and
(b) is the minimum death benefit. In most jurisdictions, the minimum
death benefit is the total of each Purchase Payment growing daily at
the equivalent of 5% per year starting as to each Purchase Payment on
the date it is allocated to the Account Value, less the total of each
withdrawal, of any type, growing daily at the equivalent of 5% per
year, starting as of the date of each such withdrawal. However, this
minimum death benefit may not exceed 200% of (A) minus (B), where: (A)
is the total of all Purchase Payments received; and (B) is the total of
all withdrawals of any type. In jurisdictions where such minimum death
benefit described above is not available, the minimum death benefit is
the total of all Purchase Payments received for your Annuity less the
total of all withdrawals of any type from your Annuity. In all
jurisdictions, for applicable deaths occurring on or after age 85 of
the deceased, the death benefit is the Account Value less any remaining
contingent deferred sales charge.

The amount of the death benefit for SVA during the payout phase differs
from SVA as follows:

In the payout phase, we continue to pay any "certain" payments
(payments not contingent on the continuance of any life) to the
Beneficiary subsequent to the death of the Annuitant. For Annuities
issued subsequent to our implementation of a change to commutation
rights, we do not guarantee any commutation rights unless required by
law. For Annuities issued prior to implementation of such change, we
will commute any remaining "certain" payments and pay a lump sum if
elected by you or, in the absence of specific instructions by you, by
the Beneficiary. To the extent permitted by law, we will commute any
"certain" payments pursuant to such Annuities using the same interest
rate assumed in determining the annuity payments then due.

In the payout phase, we distribute any payments due subsequent to the
death of any Owner at least as rapidly as under the method of
distribution in effect as of the date of such Owner's death.

Individual Retirement Programs and Tax Sheltered Annuities

With respect to Individual Retirement Programs such as an individual retirement
account or individual retirement annuity ("IRA"), IRAs generally may not provide
life insurance, but they may provide a de minimus death benefit. The SVA
contract provides an increasing minimum death benefit that might be deemed to be
other than a de minimus death benefit, and if so, might be deemed to be life
insurance. You are particularly cautioned to seek advice from your own tax
advisor on this matter. With respect to a tax sheltered annuity ("TSA"),
Purchasers of the SVA contracts for such purposes should seek competent advice
as to eligibility, limitations on permissible amounts of Purchase Payments and
other tax consequences associated with the contracts. In particular, purchasers
should consider that the contract provides an increasing minimum death benefit.
It is possible that such death benefit could be characterized as an incidental
death benefit. If the death benefit were so characterized, this could result in
currently taxable income to purchasers. In addition, there are limitations on
the amount of incidental death benefits that may be provided under a TSA. Even
if the death benefit under the contract were characterized as an incidental
death benefit, it is unlikely to violate those limits unless the purchaser also
purchases a life insurance contract as part of his or her TSA plan.

Annuity Payments

For SVA, there was a change in the minimum assumed interest rate used in
determining guaranteed minimum annuity rates and the minimum interest rate
applied from the date Cash Value is applied toward annuitization until the first
annuity payment. The Annuities first issued had a rate of 4% per year for these
purposes. Annuities issued after regulatory approval was obtained for a change
had a rate of 3% per year.

Performance Information

The calculation of performance information is set forth in the SVAP
Statement of Additional Information. The Non-standard Total return SVA and the
Standard Total Return for SVA Sub-accounts are as follows:

Standard Total Return Non-standard Total Return

<PAGE>

This prospectus contains a short description of the contents
of the Statement of Additional Information. You have the right
to receive from us such Statement of Additional Information.
To do so, please complete the following, detach it and forward
it to us at:

American Skandia Life Assurance Corporation
Attention: Stagecoach
P.O. Box 883
Shelton, Connecticut 06484

================================================================================

PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT
CONTAINS FURTHER DETAILS ABOUT THE AMERICAN SKANDIA ANNUITY
DESCRIBED IN PROSPECTUS WFV2-PROS (5/96).

================================================================================
================================================================================

-----------------------------------------------------------------
(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
P.O. Box 883
Shelton, Connecticut 06484

Issued by: Serviced by:

AMERICAN SKANDIA LIFE AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION ASSURANCE CORPORATION
One Corporate Drive P.O. Box 883
Shelton, Connecticut 06484 Shelton, Connecticut 06484
Telephone: 1-800-680-8920 Telephone: 1-800-680-8920

AMERICAN SKANDIA MARKETING, INCORPORATED
One Corporate Drive
Shelton, Connecticut 06484
Telephone: (203) 926-1888

- --------
* Trustees of American Skandia Trust, one of the underlying mutual funds in
which the Sub-accounts offered pursuant to this Prospectus invest.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

The variable investment options under the annuity contracts, registered under
the Securities Act of 1933 and the Investment Company Act of 1940, are issued by
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B (CLASS 1
SUB-ACCOUNTS) and AMERICAN SKANDIA LIFE ASSURANCE CORPORATION. The fixed
investment options thereunder, registered solely under the Securities Act of
1933, are issued by AMERICAN SKANDIA LIFE ASSURANCE CORPORATION and the assets
supporting such securities are maintained in AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION SEPARATE ACCOUNT D.

THIS STATEMENT OF ADDITIONAL INFORMATlON IS NOT A PROSPECTUS. THE INFORMATION
CONTAINED HEREIN SHOULD BE READ IN CONJUNCTlON WITH THE PROSPECTUS FOR THE
ANNUITY CONTRACTS ISSUED BY AMERICAN SKANDIA LIFE 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 1-800-680-8920.

Date of Prospectus: May 1, 1996
Date of Statement of Additional Information: May 1, 1996

<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
Calculating the Market Value Adjustments 4
Independent Auditors 5
Legal Experts 5
Financial Statements for Separate Account B (Class 1 Sub-accounts) 5
</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 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."), formerly Skandia Life Equity Sales Corporation serves as principal
underwriter for the Annuities. We and ASM, Inc. are wholly-owned subsidiaries of
American Skandia Investment Holding Corporation.

<PAGE>

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. ASM, Inc. receives no
underwriting commissions.

CALCULATION OF PERFORMANCE DATA: We may advertise our Current Rates for new
Fixed Allocations, to the extent permitted by law. We may advertise the
performance of Sub-accounts using two types of measures. These measures are
"current and effective yield", which may be used for money market type
Sub-accounts, and "total return," which may be used with other types of
Sub-accounts. The following descriptions provide details on how we calculate
these measures for Sub-accounts:

(1) Current and effective yield: The current yield of a money market
type Sub-account is calculated based upon a seven day period ending on the date
of calculation. The current yield of such a Sub-account is computed by
determining the change (exclusive of capital changes) in the Account Value of a
hypothetical pre-existing allocation by an Owner to such a Sub-account (the
"Hypothetical Allocation") having a balance of one Unit at the beginning of the
period, and dividing such net change in the Account Value of the Hypothetical
Allocation by the Account Value of the Hypothetical Allocation at the beginning
of the same period to obtain the base period return, and multiplying the result
by (365/7). The resulting figure will be carried to at least the nearest l00th
of one percent.

We compute effective compound yield for a money market type Sub-account
according to the method prescribed by the Securities and Exchange Commission.
The effective yield reflects the reinvestment of net income earned daily on
assets of such a Sub-account. Net investment income for yield quotation purposes
will not include either realized or capital gains and losses or unrealized
appreciation and depreciation.

(2) Total Return: Total return for the other Sub-accounts is computed by
using the formula:

P(1+T)n = ERV

where:

P = a hypothetical allocation of $1,000;

T = average annual total return;

n = the number of years over which total return is being measured; and

ERV = the Account Value of the hypothetical $1,000 payment as of the end of
the period over which total return is being measured.

The Sub-accounts offered as variable investment options for the Annuities have
been available as variable investment options in other annuities we offer. In
addition, some of the underlying mutual fund 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 underlying mutual fund 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.

As part of any advertisement of Standard Total Return, we may advertise the
"Non-standard Total Return" of the Sub-accounts. Non-standard Total Return is
calculated in the same manner as the standardized returns except that the
calculations assume no redemption at the end of the applicable periods, thus
these figures do not take into consideration the Annuity's contingent deferred
sales charge.

As described in the Prospectus, Annuities may be offered in certain situations
in which the contingent deferred sales charge or certain other charges or fees
may be eliminated or reduced. Advertisements of performance in connection with
the offer of such Annuities will be based on the charges applicable to such
Annuities.

Shown below are total return figures for the periods shown. Figures are shown
only for Sub-accounts operational as of December 31, 1995. "Standard" total
return and "Non-standard" total return figures, as described above, are shown.
These figures assume that all charges and fees are applicable, except that for
"Non-standard" return, the contingent deferred sales charge is not applied. The
"inception-to-date" figures shown below are based on the inception date of an
underlying mutual fund portfolio. Any performance of such portfolios prior to
inception of a Sub-account is provided by the underlying mutual funds. The total
return for any Sub-account reflecting performance prior to such Sub-account's
inception is based on such information.

<TABLE>
<CAPTION>
Standard Total Return Non-standard Total Return

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Incep- Incep-
1 3 5 tion-to 1 3 5 tion-to
Yr. Yr. Yr. -Date Yr. Yr. Yr. -Date

WF Asset Allocation To be updated by Amendment
WF U.S. Government Allocation
WF Growth and Income
WF Money Market
JanCap Growth
T. Rowe Price International Equity
Founders Capital Appreciation
INVESCO Equity Income
PIMCO Total Return Bond
PIMCO Limited Maturity Bond
Berger Capital Growth
AA Growth
</TABLE>

The performance quoted in any advertising should not be considered a
representation of the performance of the Sub-accounts in the future since
performance is not fixed. Actual performance will depend on the type, quality
and, for some of the Sub-accounts, the maturities of the investments held by the
underlying mutual funds and upon prevailing market conditions and the response
of the underlying mutual funds to such conditions. Actual performance will also
depend on changes in the expenses of the underlying mutual funds. In addition,
the amount of charges against each Sub-account will affect performance.

The information provided by these measures may be useful in reviewing
the performance of the Sub-accounts, and for providing a basis for comparison
with other annuities. These measures may be less useful in providing a basis for
comparison with other investments that neither provide some of the benefits of
such annuities nor are treated in a similar fashion under the Internal Revenue
Code.

UNIT PRICE DETERMINATIONS: For each Sub-account the initial Unit Price was
$10.00. The Unit Price for each subsequent period is the net investment factor
for that period, multiplied by the Unit Price for the immediately preceding
Valuation Period. The Unit Price for a Valuation Period applies to each day in
the period. The net investment factor is an index that measures the investment
performance of and charges assessed against a Sub-account from one Valuation
Period to the next. The net investment factor for a Valuation Period is: (a)
divided by (b), less (c) where:

(a) is the net result of:

(1) the net asset value per share of the underlying mutual
fund shares held by that Sub-account at the end of the current Valuation Period
plus the per share amount of any dividend or capital gain distribution declared
and unpaid by the underlying mutual fund during that Valuation Period; plus or
minus

(2) 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.

(b) is the net result of:

(1) the net asset value per share plus any declared and unpaid
dividends per share of the underlying mutual fund shares held in that
Sub-account at the end of the preceding Valuation Period; plus or minus

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

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.

CALCULATING THE MARKET VALUE ADJUSTMENTS: The market value adjustment ("MVA") is
used in determining the Account Value of each Fixed Allocation. The formula used
to determine the MVA is applied separately to each Fixed Allocation. Values and
time durations used in the formula are as of the date the Account Value is being
determined. Current Rates and available Guarantee Periods are those for the
class of Annuities you purchase pursuant to the Prospectus available in
conjunction with this Statement of Additional Information. The formula is:

[(1+I) / (1+J+0.0010)]N/12

where:

I is the interest rate being credited to the Fixed Allocation;

J is the interest rate (for your class of annuities) being credited to
new Fixed Allocations with Guarantee Period durations equal to the
number of years (rounded to the next higher integer when occurring on
other than an anniversary of the beginning of the Fixed Allocation's
Guarantee Period) remaining in your Fixed Allocation Guarantee Period (
the "Remaining Period");

N is the number of months (rounded to the next higher integer when
occurring on other than a monthly anniversary of the beginning of the
Guarantee Period) remaining in such Guarantee Period.

The formula that applies if amounts are surrendered pursuant to the right to
return the annuity is [(1 + I)/(1 + J)]N/12.

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date. The formula may be changed if Additional Amounts have been added to a
Fixed Allocation. For more information, see the section of the Prospectus
entitled "Additional Amounts in the Fixed Allocations."

Irrespective of the above, we apply certain formulas to determine "I" and "J"
when we do not offer Guarantee Periods with a duration equal to the Remaining
Period. These formulas are as follows:

(a) If we offer Guarantee Periods to your class of Annuities with
durations that are both shorter and longer than the Remaining
Period, we interpolate a rate for "J" between our then current
interest rates for Guarantee Periods with the next shortest and
next longest durations then available for new Fixed Allocations
for your class of Annuities .

(b) If we no longer offer Guarantee Periods to your class of
Annuities with durations that are both longer and shorter than
the Remaining Period, we determine rates for "J" and, for
purposes of determining the MVA only, for "I" based on the
Moody's Corporate Bond Yield Average - Monthly Average
Corporates (the "Average"), as published by Moody's Investor
Services, Inc., its successor, or an equivalent service should
such Average no longer be published by Moody's. For determining
I, we will use the Average published on or immediately prior to
the start of the applicable Guarantee Period. For determining J,
we will use the Average for the Remaining Period published on or
immediately prior to the date the MVA is calculated.

The following examples show the effect of the MVA in determining Account Value.
The example assumes: (a) Account Value of $50,000 for the Fixed Allocation at
the beginning of its Guarantee Period; (b) a Guarantee Period of 5 years; (c) an
interest rate of 5%, which is an effective annual rate; and (d) the date of the
calculation is the end of the third year since the beginning of the Guarantee
Period. That means there are two exact years remaining to the end of the
Guarantee Period.

Example of Upward Adjustment: Assume that J = 3.5% and there have been no
transfers or withdrawals. At this point I = 5% (0.05) and N = 24 (number of
months remaining in the Guarantee Period). Then:

(a) MVA = [(1+I)/(1+J+0.0010)]N/12 = [1.05/1.036]2 = 1.027210; and

(b) Account Value = Interim Value X MVA = $59,456.20.

Example of Downward Adjustment: Assume that J = 6% and there have been no
transfers or withdrawals. At this point I = 5% (0.05) and N = 24, the number of
months remaining in the Guarantee Period. Then:

(a) MVA = [(1+I)/(1+J+.0010)]N/12 = [1.05/1.061]2 = 0.979372; and

(b) Account Value = Interim Value X MVA = $56,687.28.

INDEPENDENT AUDITORS: Deloitte & Touche LLP, Two World Financial Center, New
York, New York 10281-1433, independent auditors, have performed an annual audit
of American Skandia Life Assurance Corporation and an annual audit of American
Skandia Life Assurance Corporation Variable Account B (Class 1 Sub-accounts).
Audited financial statements regarding American Skandia Life Assurance
Corporation as of December 31, 1995 and 1994, and the related statements of
operations, shareholders's equity and cash flows for each of the three years in
the period ended December 31, are included in the Prospectus. Audited financial
statements for Variable Account B (Class 1 Sub-accounts) are included herein.
The financial statements included herein and in the Prospectus have been audited
by Deloitte & Touche LLP, independent auditors, as stated in the report herein
and in the Prospectus, and are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

LEGAL EXPERTS: Counsel with respect to Federal laws and regulations applicable
to the issue and sale of the Annuities and with respect to Connecticut law is
Werner & Kennedy, 1633 Broadway, New York, New York 10019.

FINANCIAL STATEMENTS FOR SEPARATE ACCOUNT B (CLASS 1 SUB-ACCOUNTS): The
financial statements which follow in Appendix A are those of American Skandia
Life Assurance Corporation Variable Account B (Class 1 Sub-accounts) for the
year ended December 31, 1995. There are other Sub-accounts included in Variable
Account B (Class 1) that are not available in the product described in the
applicable prospectus.

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 of 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: Stagecoach, P.O.
Box 883, Shelton, Connecticut 06484. Our phone number is 1-(800) 680-8920.

<PAGE>

PART C

OTHER INFORMATION

<PAGE>

Item 24. Financial Statements and Exhibits:

(a) All financial statements are included in Part A and Part B of the
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
(previously filed in the initial Registration Statement No. 33-19363, filed
December 30, 1987).

(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 Skandia Life Equity Sales Corporation (previously filed in
Post-Effective Amendment No. 3 to Registration Statement No. 33-44436, filed
April, 20, 1993).

(b) Form of Revised Dealer Agreement (previously filed in Post-Effective
Amendment No. 3 to Registration Statement No. 33-44436, filed April 20, 1993).

(4) Copy of the form of the Annuity (previously filed in Pre-Effective
Amendment No. 1 to this Registration Statement, filed August 24, 1995).

(5) A copy of the form application used with the Annuity (previously filed
in Pre-Effective Amendment No. 2 to Registration Statement No. 33-71118, filed
March 15, 1994).

(6) (a) Copy of the certificate of incorporation of American Skandia Life
Assurance Corporation (previously filed in Pre-Effective Amendment No. 2 to
Registration Statement No. 33-19363, filed July 27, 1988).

(b) Copy of the By-Laws of American Skandia Life Assurance Corporation
(previously filed in Pre-Effective Amendment No. 2 to Registration Statement No.
33-19363, filed July 27, 1988).

(7) Not applicable.

(8) (a) American Skandia Trust (previously filed in Post-Effective
Amendment No. 5 to Registration Statement No. 33-19363, filed February 28, 1990.
At such time, what later became American Skandia Trust was known as the
Henderson Global Asset Trust).

(b) Life & Annuity Trust Agreement (previously filed in Post-Effective
Amendment No. 1 to Registration Statement No. 33-71118, filed February 17,
1995).

(c) The Alger American Fund (previously filed in Post-Effective Amendment
No. 5 to Registration Statement No. 33-19363, filed February 28, 1990).

(9) Opinion and consent of Werner & Kennedy. [To be filed by Amendment]

(10) Consent of Deloitte & Touche LLP. [To be filed by Amendment]

(11) Not applicable.

(12) Not applicable.

(13) Calculation of Performance Information for Advertisement of
Performance (previously filed in initial Registration Statement No. 33-59993,
filed June 5, 1995)

(14) Not applicable.

Item 25. Directors and Officers of the Depositor: The Directors and Officers of
the Depositor are shown in Part A.

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 Investment Holding Corporation:

(1) American Skandia Information Services and Technology
Corporation ("ASIST"), formerly American Skandia Business
Services Corporation: 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 Investment Holding Corporation 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."),
formerly Skandia Life Equity Sales Corporation: 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 provides 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"),
formerly American Skandia Life Investment Management, Inc.:
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.
Its 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 American Skandia Life Assurance
Corporation was organized in March, 1995, and began operations
in July, 1995. It offers investment oriented life insurance
products designed for long-term savings through independent
banks and brokers.

Item 27. Number of Contract Owners: As of December 31, 1995, there were 928
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
Investment Holding Corporation, 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.

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.

Name and Principal Business Positions and Offices with Underwriter

Alan H. Blank Vice President and
American Skandia Life Assurance Corporation National Sales Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Gordon C. Boronow Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Jan R. Carendi Chief Executive Officer
Skandia Insurance Company Ltd. and Chairman of the
Sveavagen 44, S-103 50 Stockholm, Sweden Board of Directors

Paul DeSimone Controller
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Wade A. Dokken President, Chief Operating
American Skandia Life Assurance Corporation Officer, Chief Marketing Officer
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883

N. David Kuperstock Vice President and Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Thomas M. Mazzaferro Executive Vice President and
American Skandia Life Assurance Corporation Chief Financial Officer
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Don Thomas Peck Vice President and
American Skandia Life Assurance Corporation National Sales Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Hayward Sawyer Vice President and
American Skandia Life Assurance Corporation National Sales Manager
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

Kristen Newall Assistant Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Amanda C. Sutyak Executive Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

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.

<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has duly caused this registration statement to be
signed on its behalf, in the Town of Shelton and State of Connecticut, on this
16th day of February, 1996.

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B
(CLASS 1 SUB-ACCOUNTS)
Registrant

By: American Skandia Life Assurance Corporation

By:/s/ M. Patricia Paez Attest:/s/ Diana D. Steigauf
M. Patricia Paez, Corporate Secretary Diana D. Steigauf

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
Depositor

By:/s/ M. Patricia Paez Attest:/s/ Diana D. Steigauf
M. Patricia Paez, Corporate Secretary Diana D. Steigauf

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>
<S> <C> <C> <C>
Signature Title Date
(Principal Executive Officer)

Jan R. Carendi* Chief Executive Officer, Febraury 16, 1996
Jan R. Carendi Chairman of the Board and Director

(Principal Financial Officer and Principal Accounting Officer)

/s/ Thomas M. Mazzaferro Senior Vice President and February 16, 1996
Thomas M. Mazzaferro Chief Financial Officer

(Board of Directors)

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

Nancy F. Brunetti**** Dianne B. Michael****
Nancy F. Brunetti Dianne B. Michael

*/**/***/****By: /s/ M. Patricia Paez
M. Patricia Paez

<FN>
*Pursuant to Powers of Attorney previously filed with Post-Effective Amendment No. 10 to Registration Statement No. 33-19363
**Pursuant to Powers of Attorney previously filed with the initial filing of Registration Statement No. 33-86918.
***Pursuant to Power of Attorney previously filed with the initial filing of Registration Statement No. 33-88360.
****Pursuant to Powers of Attorney previously filed with the initial filing of Registration Statement No. 333-00941
</FN>
</TABLE>

EXHIBITS

As noted in Item 24 (b), various exhibits are incorporated by
reference, will be filed by amendment or are not applicable.
The exhibits included are as follows:

No. 9 Opinion and consent of Werner & Kennedy [To be filed by Amendment]

No. 10 Consent of Deloitte & Touche LLP [To be filed by Amendment]