AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS
485BPOS, 1996-04-26
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           Filed with the Securities and Exchange Commission on  April 26, 1996
    

Registration No. 33-87010                   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. 3
                                     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 Executive 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:


    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
         X on May 1, 1996 pursuant to paragraph (b) of Rule 485
         _ 60 days after filing pursuant to paragraph (a) (i) of Rule 485
         _ on ______________  pursuant to paragraph (a) (i) of Rule 485
         75 days after filing pursuant to paragraph (a) (ii) of Rule 485
          _ on ______________pursuant to paragraph (a)(ii) of Rule 485
      If appropriate, check the following box:

     _ This  post-effective  amendment  designates  a new  effective  date for a
       previously filed post-effective amendment.


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

<S>                                                      <C>                                               <C>    
   American Skandia Life Assurance
    Corporation Annuity Contracts Indefinite*            Indefinite*                                       $0
====================================================================================================================================
</TABLE>
          *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 was filed
within 60 days of the close of the fiscal year. 
ASAP2
- --------------------------------------------------------------------------------

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

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

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 Exchange Contracts,
                                                                            Bank Drafting and Sale of the Annuities

20.           Underwriters                                                                    Principal Underwriter


                                   (Continued)


<PAGE>



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

                                                                                                     Part C Heading

24.           Financial Statements and Exhibits                                                Financial Statements
                                                                                                       and Exhibits

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

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

27.           Number of Contractowners                                                     Number of Contractowners

28.           Indemnification                                                                       Indemnification

29.           Principal Underwriters                                                         Principal Underwriters

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

31.           Management Services                                                               Management Services

32.           Undertakings                                                                             Undertakings
</TABLE>
                                                            
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 4. Definitions  applicable to this Prospectus are on page 6.
The  highlights  of this  offering  are  described  beginning  on  Page 8.  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 51. 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.

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 a money-market type 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  mutual fund or in an underlying  mutual fund. As of the date of this
Prospectus,  the underlying  mutual funds (and the portfolios of such underlying
mutual funds in which  Sub-accounts  offered pursuant to this Prospectus invest)
are: (a) American Skandia Trust (portfolios - JanCap Growth,  Lord Abbett Growth
and  Income,   Seligman  Henderson   International  Equity,  Seligman  Henderson
International  Small Cap,  Federated  Utility Income,  Federated High Yield, AST
Phoenix Balanced Asset,  AST Money Market,  T. Rowe Price Asset  Allocation,  T.
Rowe Price International Equity, T. Rowe Price Natural Resources,  T. Rowe Price
International Bond, Founders Capital Appreciation,  INVESCO Equity Income, PIMCO
Total Return Bond, PIMCO Limited Maturity Bond, Berger Capital Growth, Robertson
Stephens  Value + Growth);  (b) The Alger  American  Fund  (portfolios - Growth,
Small Capitalization, MidCap Growth); (c) Neuberger & Berman Advisers Management
Trust (portfolio - Partners);  and (d) Montgomery  Variable Series  (portfolio -
Emerging Markets).
    

[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  mutual fund or in an underlying mutual fund. As of the date of
this  Prospectus,  the  underlying  mutual  funds  (and the  portfolios  of such
underlying  mutual  funds  in  which  Sub-accounts   offered  pursuant  to  this
Prospectus invest) are: (a) Galaxy VIP Fund: (portfolios - Money Market; Equity;
High Quality Bond; Asset  Allocation);  (b) American Skandia Trust (portfolios -
JanCap Growth, Lord Abbett Growth and Income,  Seligman Henderson  International
Equity,  T. Rowe Price Asset  Allocation,  T. Rowe Price  International  Equity,
Founders  Capital  Appreciation,  INVESCO Equity Income,  PIMCO Limited Maturity
Bond;   and  (c)  The  Alger   American  Fund   (portfolios   -  Growth,   Small
Capitalization).]

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. 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 ("Separate  Account D")
(see "Separate Accounts" and "Separate Account D").

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

                              (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.
- --------------------------------------------------------------------------------
          FOR FURTHER INFORMATION CALL 1-800-752-6342 [1-800-444-3970].
                         Prospectus Dated: May 1, 1996
                         Statement of Additional Information Dated: May 1, 1996

ASAP2 [GAL 4]-PROS-(05/96)


<PAGE>




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").

[Broker-dealers   or  entities  which  may  offer  variable   annuities  without
registration  as  broker-dealers  may offer Annuities to persons or entities who
have  established an account with such  broker-dealer  or entity.  Such eligible
persons or eligible  entities also will be customers of one or more subsidiaries
of Fleet  Financial  Group,  Inc.  Fleet  Investment  Advisors  Inc., one of the
investment  advisers of one of the underlying  mutual funds,  is a subsidiary of
Fleet Financial Group,  Inc. In certain cases, the  broker-dealer may also be an
affiliate  of one of the  investment  advisers of one of the  underlying  mutual
funds.]

     Purchase Payments under these Annuities are not deposits or obligations of,
or  guaranteed  or endorsed by, any bank or bank  subsidiary,  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.
[

================================================================================
Annuities:
================================================================================
================================================================================

     Are NOT FDIC insured,  or insured by the Federal Reserve Board or any other
agency

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

      Are NOT Obligations of Fleet Bank or its Affiliates

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

      Are NOT guaranteed or endorsed by Fleet Bank or its Affiliates

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

      DO involve risks, including possible loss of principal amount invested

================================================================================
]


<PAGE>


<TABLE>
<CAPTION>
===========================================================================================================================
                                                     TABLE OF CONTENTS
===========================================================================================================================
<S>                                                                                      <C>
DEFINITIONS...............................................................................6
HIGHLIGHTS................................................................................8
AVAILABLE
INFORMATION..............................................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE................................................................................10
CONTRACT EXPENSE
SUMMARY..................................................................................11
EXPENSE
EXAMPLES.................................................................................13
CONDENSED FINANCIAL
INFORMATION..............................................................................14
         Unit Prices And Numbers Of
         Units...........................................................................14
         Yields On Money Market
         Sub-account.....................................................................16
INVESTMENT
OPTIONS..................................................................................16
         Variable Investment
         Options.........................................................................16
         Fixed Investment
         Options.........................................................................18
OPERATIONS OF THE SEPARATE
ACCOUNTS.................................................................................20
         Separate
         Accounts........................................................................20
         Separate Account
         B...............................................................................20
         Separate Account
         D...............................................................................20
INSURANCE ASPECTS OF THE
ANNUITY..................................................................................21
CHARGES ASSESSED OR ASSESSABLE AGAINST THE
ANNUITY..............................................................................    21
         Contingent Deferred Sales
         Charge..........................................................................22
         Maintenance
         Fee.............................................................................22
         Tax
         Charges.........................................................................22
         Transfer
         Fee.............................................................................23
         Allocation Of Annuity
         Charges.........................................................................23
CHARGES ASSESSED AGAINST THE
ASSETS...................................................................................23
         Administration
         Charge..........................................................................23
         Mortality and Expense Risk
         Charges.........................................................................23
CHARGES OF THE UNDERLYING MUTUAL
FUNDS....................................................................................24
PURCHASING
ANNUITIES................................................................................24
         Uses Of The
         Annuity.........................................................................24
         Application And Initial
         Payment.........................................................................24
         Bank
         Drafting........................................................................24
         Periodic Purchase
         Payments........................................................................24
         Right to Return the
         Annuity.........................................................................25
         Allocation of Net Purchase
         Payments........................................................................25
         Balanced Investment
         Program.........................................................................25
         Ownership, Annuitant and Beneficiary
         Designations....................................................................25
ACCOUNT VALUE AND SURRENDER
VALUE....................................................................................26
         Account Value in the
         Sub-accounts....................................................................26
         Account Value of the Fixed
         Allocations.....................................................................26
         Additional Amounts in the Fixed
         Allocations.....................................................................27
RIGHTS, BENEFITS AND
SERVICES.................................................................................28
         Additional Purchase
         Payments........................................................................28
         Changing Revocable
         Designations....................................................................28
         Allocation
         Rules...........................................................................28

         Transfers.......................................................................29

                  Renewals...............................................................29
                  Dollar Cost
                  Averaging..............................................................30

                  Rebalancing............................................................30

         Distributions...................................................................31

                  Surrender..............................................................31
                  Medically-Related
                  Surrender..............................................................31
                  Free
                  Withdrawals............................................................32
                  Partial
                  Withdrawals............................................................33
                  Systematic
                  Withdrawals............................................................33
                  Minimum
                  Distributions..........................................................34
                  Death
                  Benefit................................................................34
                  Annuity
                  Payments...............................................................35
                  Qualified Plan Withdrawal
                  Limitations............................................................36
         Pricing of Transfers and
         Distributions...................................................................37
         Voting
         Rights..........................................................................37
         Transfers, Assignments or
         Pledges.........................................................................38
         Reports to
         You.............................................................................38
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................................................................40

                  Distributions..........................................................40
                  Assignments and
                  Pledges................................................................40
                  Penalty on
                  Distributions..........................................................40
                  Annuity
                  Payments...............................................................41

                  Gifts..................................................................41
                  Tax Free
                  Exchanges..............................................................41
                  Transfers Between Investment
                  Options................................................................41
                  Generation-Skipping
                  Transfers..............................................................41

                  Diversification........................................................41
                  Federal Income Tax
                  Withholding............................................................41
         Tax Considerations When Using Annuities in Conjunction with Qualified
         Plans...........................................                                42
                  Individual Retirement
                  Programs...............................................................42
                  Tax Sheltered
                  Annuities..............................................................42
                  Corporate Pension and Profit-sharing
                  Plans..................................................................42
                  H.R. 10
                  Plans..................................................................42
                  Tax Treatment of Distributions from Qualified
                  Annuities......................................................        42
                  Section 457
                  Plans..................................................................43
OTHER
MATTERS..................................................................................43
         Deferral of
         Transactions....................................................................43
         Resolving Material
         Conflicts.......................................................................43

         Modification....................................................................43
         Misstatement of Age or
         Sex.............................................................................44
         Ending the
         Offer...........................................................................44

         Indemnification.................................................................44
         Legal
         Proceedings.....................................................................44
THE
COMPANY..................................................................................44
         Lines of
         Business........................................................................44
         Selected Financial
         Data............................................................................44
         Management's Discussion and Analysis of Financial Condition and Results of
         Operations..............                                                        45
                  Results of
                  Operations.............................................................45
                  Liquidity and Capital
                  Resources..............................................................45
                  Segment
                  Information............................................................45

         Reinsurance.....................................................................45
         Surplus
         Notes...........................................................................46

         Reserves........................................................................46

         Competition.....................................................................46

         Employees.......................................................................46

         Regulation......................................................................46
         Executive Officers and
         Directors.......................................................................46
         Executive
         Compensation....................................................................49
                  Summary Compensation
                  Table..................................................................49
                  Long-Term Incentive Plans - Awards in the Last Fiscal
                  Year....................................................               49
                  Compensation of
                  Directors..............................................................51
                  Compensation Committee Interlocks and Insider
                  Participation...................................................       51
CONTENTS OF THE STATEMENT OF ADDITIONAL
INFORMATION............................................................................ .51
FINANCIAL
STATEMENTS...............................................................................51
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE
CORPORATION...............................................                               52
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO 
INVESTMENT OBJECTIVES AND POLICIES.....................                                  52
</TABLE>

<PAGE>


     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 and/or any applicable  maintenance fee. 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 to 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  and  any
applicable maintenance fee.

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. The underlying mutual
fund  portfolios  are  managed by various  investment  advisors,  and in certain
cases, various  sub-advisors.  A short description of the investment  objectives
and policies is found in Appendix A. Certain variable investment options may not
be available in all jurisdictions.

As of the  date of  this  Prospectus,  the  underlying  mutual  funds  (and  the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this Prospectus  invest) are: (a) American Skandia Trust (portfolios
- - JanCap Growth, Lord Abbett Growth and Income, Seligman Henderson International
Equity,  Seligman Henderson  International  Small Cap, Federated Utility Income,
Federated High Yield,  AST Phoenix  Balanced  Asset,  AST Money Market,  T. Rowe
Price  Asset  Allocation,  T. Rowe  Price  International  Equity,  T. Rowe Price
Natural  Resources,   T.  Rowe  Price   International   Bond,  Founders  Capital
Appreciation,  INVESCO  Equity  Income,  PIMCO Total Return Bond,  PIMCO Limited
Maturity Bond, Berger Capital Growth,  Robertson  Stephens Value + Growth);  (b)
The Alger  American Fund  (portfolios  - Growth,  Small  Capitalization,  MidCap
Growth);   (c)  Neuberger  &  Berman  Advisers  Management  Trust  (portfolio  -
Partners); and (d) Montgomery Variable Series (portfolio - Emerging Markets).

[As of the  date of this  Prospectus,  the  underlying  mutual  funds  (and  the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this  Prospectus  invest)  are: (a) Galaxy VIP Fund:  (portfolios  -
Money Market; Equity; High Quality Bond; Asset Allocation); (b) American Skandia
Trust  (portfolios  - JanCap  Growth,  Lord Abbett  Growth and Income,  Seligman
Henderson  International  Equity, T. Rowe Price Asset Allocation,  T. Rowe Price
International  Equity,  Founders  Capital  Appreciation,  INVESCO Equity Income,
PIMCO Limited  Maturity  Bond;  and (c) The Alger  American  Fund  (portfolios -
Growth, Small Capitalization).]

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 also may 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) Maintenance
Fee; (c) Tax Charges; (d) Transfer Fee; and (e) 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
assesses  various  charges,  including  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.

         (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.  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  AST  Money  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  AST  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) Bank Drafting ; (d) Periodic Purchase Payments; (e) Right to Return
the Annuity;  (f) Allocation of Net Purchase Payments;  (g) Balanced  Investment
Program; and (h) Ownership, Annuitant and Beneficiary Designations.

         [(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.  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 GAL 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  GAL  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) Bank Drafting ; (d) Periodic Purchase Payments; (e) Right to Return
the Annuity;  (f) Allocation of Net Purchase Payments;  (g) Balanced  Investment
Program; and (h) 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 and any  applicable  maintenance  fee. 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. 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 bank drafting 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 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) Changing Revocable  Designations;  (c) Allocation Rules; (d) Transfers;  (e)
Renewals;  (f)  Dollar  Cost  Averaging;  (g)  Rebalancing;   (h)  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);  (i) Pricing of Transfers and  Distributions  (j)
Voting Rights; (k) Transfers, Assignments and Pledges; and (l) 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 Officers
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 the
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance  Corporation,  Concierge Desk [Galaxy Annuity Customer Service],  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".  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 of 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:  Concierge  Desk  [Galaxy  Annuity  Customer
Service], P.O. Box 883, Shelton, Connecticut, 06484. Our phone number is 1-(800)
752-6342 [1-800-444-3970].

     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.

<TABLE>
<CAPTION>
                                                     Your Transaction Expenses

<S>                                                     <C>             <C>                   <C>                              <C>  
Contingent Deferred Sales Charge,  as a                      Year 1 -7.5%; year 2 - 7.0%; year 3- 6.0%; year 4 - 5.0% year 5 - 4.0%;
  percentage of Purchase Payments liquidated                         year 6 - 3.0%; year 7 - 2.0% year 8 and thereafter - 0% of each
                                                        Purchase Payment as measured from the date it was allocated to Account Value

Annual Maintenance Fee                                                                        Smaller of $30 or 2% of Account Value

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 Charge                                                                                                          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>            <C>            <C>            <C>             <C>            <C>
American Skandia Trust

  JanCap Growth                            N/A            0.90%            +            0.22%             +            1.12%
  Lord Abbett Growth
    and Income                             N/A            0.75%            +            0.24%             +            0.99%
  Seligman Henderson
    International Equity                  0.90%           1.00%          0.27%          0.27%           1.17%          1.27%
  Seligman Henderson
    International Small Cap(1)             N/A            1.00%            +            0.46%             +            1.46%
  Federated Utility
    Income                                 N/A            0.75%            +            0.18%             +            0.93%
  Federated High Yield                     N/A            0.75%            +            0.36%             +            1.11%
  T. Rowe Price
    Asset Allocation                       N/A            0.85%          0.40%          0.44%           1.25%          1.29%
  T. Rowe Price
     International Equity                  N/A            1.00%            +            0.33%             +            1.33%
  T. Rowe Price
     Natural Resources(1)                  N/A            0.90%          0.45%          0.90%           1.35%          1.80%
  T. Rowe Price
     International Bond(2)                 N/A            0.80%            +            0.53%             +            1.33%
  Founders Capital Appreciation            N/A            0.90%            +            0.32%             +            1.22%
  INVESCO Equity Income                    N/A            0.75%            +            0.23%             +            0.98%
  PIMCO Total Return Bond                  N/A            0.65%            +            0.24%             +            0.89%
  PIMCO Limited Maturity Bond(1)           N/A            0.65%            +            0.24%             +            0.89%
  AST Phoenix Balanced Asset               N/A            0.75%            +            0.19%             +            0.94%
  AST Money Market                        0.45%           0.50%          0.15%          0.22%           0.60%          0.72%
  Berger Capital Growth                    N/A            0.75%            +            0.42%             +            1.17%
  Robertson Stephens Value + Growth(3)     N/A            1.00%            +            0.45%             +            1.45%

The Alger American Fund
  Growth                                   N/A            0.75%            +            0.10%             +            0.85%
  Small Capitalization                     N/A            0.85%            +            0.07%             +            0.92%
  MidCap Growth                            N/A            0.80%            +            0.10%             +            0.90%

Neuberger & Berman Advisers
    Management Trust
  Partners(4)                              N/A            0.85%            +            0.30%             +            1.15%

Montgomery Variable Series
  Emerging Markets(5)                      N/A            1.25%            +            .50%              +            1.75%

[The Galaxy VIP Fund(1)
   Money Market                            N/A            0.40%            +            0.71%             +            1.11%
   Equity                                  N/A            0.75%            +            0.49%             +            1.24%
   High Quality Bond                       N/A            0.55%            +            1.02%             +            1.57%
   Asset Allocation                        N/A            0.75%            +            0.79%             +            1.54%

American Skandia Trust
  JanCap Growth                            N/A            0.90%            +            0.22%             +            1.12%
  Lord Abbett Growth
    and Income                             N/A            0.75%            +            0.24%             +            0.99%
Seligman Henderson
    International Equity                  0.90%           1.00%          0.27%          0.27%           1.17%          1.27%
T. Rowe Price
    Asset Allocation                       N/A            0.85%          0.40%          0.44%           1.25%          1.29%
T. Rowe Price
    International Equity                   N/A            1.00%            +            0.33%             +            1.33%
Founders Capital Appreciation              N/A            0.90%            +            0.32%             +            1.22%
INVESCO Equity Income                      N/A            0.75%            +            0.23%             +            0.98%
PIMCO Limited Maturity Bond                N/A            0.65%            +            0.24%             +            0.89%

The Alger American Fund
  Growth                                   N/A            0.75%            +            0.10%             +            0.85%
  Small Capitalization                     N/A            0.85%            +            0.07%             +           0.92%]
</TABLE>

   
(1) These  portfolios  commenced  operation on May 1, 1995,  therefore  expenses
shown are  annualized  and should  not be  considered  representative  of future
expenses; actual expenses may be greater than shown.

(2) The  Portfolio  was formerly  known as the "AST Scudder  International  Bond
Portfolio" and was managed by American Skandia Investment Services, Incorporated
("ASISI"),  as investment  manager,  and was  sub-advised  by Scudder,  Steven &
Clark, as sub-advisor, for a total fee payable at the annual rate of 1.0% of the
Portfolio's  average  daily net  assets.  As of May 1, 1996,  the  Portfolio  is
managed by ASISI, as investment  manager,  and sub-advised by Rowe Price-Fleming
International,  Inc., as sub-advisor, for a total fee payable at the annual rate
of .80 of 1.0% of the Portfolio's  average daily net assets.  The Management Fee
has been  restated  to reflect  the  current  Management  Fee. As of May 1, 1996
various  changes  have been made to the  Portfolio's  investment  objective  and
fundamental and non-fundamental investment restrictions.

(3) This portfolio commenced operation on May 1, 1996,  therefore expenses shown
are estimated and  annualized  and should not be  considered  representative  of
future expenses; actual expenses may be greater than shown.

(4) The "Management Fee" includes the aggregate of  administration  fees paid by
the  Partners  Portfolio of the  Neuberger & Berman  Advisers  Management  Trust
("AMT")  and  the  management  fees  paid by the  Series  of AMT in  which  that
Portfolio  invests,  and "Other  Expenses"  include  all other  expenses  of the
Portfolio and the corresponding  Series. (See "Expenses" in the AMT prospectus).
The Management Fee has been restated to reflect current expenses.

(5) This portfolio commenced  operation on February 2, 1996,  therefore expenses
shown are estimated and annualized  and should not be considered  representative
of future expenses; actual expenses may be greater than shown.
    

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.  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 of 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  FUNDS OR
THEIR  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)



<PAGE>

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


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

Seligman Henderson International         102      143      181      298                               27       83      141     298
  Equity
Seligman Henderson International
  Small Cap                              105      152      196      328                               30       92      156     328
LA Growth and Income                     100      137      172      280                               25       77      132     280
JanCap Growth                            102      142      179      294                               27       82      139     294
Fed Utility Inc                          100      136      169      274                               25       76      129     274
Fed High Yield                           101      141      178      293                               26       81      138     293
AST Phoenix Balanced Asset               100      136      170      276                               25       76      130     276
AST Money Market                          96      125      152      240                               21       65      112     240
T. Rowe Price Asset Allocation           103      145      185      307                               28       85      145     307
T. Rowe Price International Equity       104      148      189      314                               29       88      149     314
T. Rowe Price Natural Resources          104      148      190      317                               29       88      150     317
T. Rowe Price International Bond         104      148      189      314                               29       88      149     314
Founders Capital Appreciation            103      145      184      304                               28       85      144     304
INVESCO Equity Income                    100      137      172      280                               25       77      132     280
PIMCO Total Return Bond                   99      134      167      270                               24       74      127     270
PIMCO Limited Maturity Bond               99      134      167      270                               24       74      127     270
Berger Capital Growth                    102      143      181      298                               27       83      141     298
RS Value + Growth                        105      151      195      325                               30       91      155     325
AA Growth                                 99      133      165      267                               24       73      125     267
AA Small Capitalization                   99      135      168      273                               24       75      128     273
AA MidCap Growth                          99      134      167      270                               24       74      127     270
NB Partners                              102      142      180      297                               27       82      140     297
MV Emerging Markets                      108      160      210      354                               33      100      170     354

[Money Market                             97      129      158      251                               22      69      118      251 
Equity                                   104      150      193      321                               29      90      153      321
High Quality Bond                         99      135      168      272                               24      75      128      272
Asset Allocation                         104      150      193      321                               29      90      153      321
JanCap Growth                            102      142      179      294                               27      82      139      294
LA Growth and Income                     100      137      172      280                               25      77      132      280
Seligman Henderson International
  Equity                                 102      143      182      300                               27      83      142      300
T. Rowe Price Asset Allocation           103      146      186      308                               28      86      146      308
T. Rowe Price International Equity       104      148      190      315                               29      88      150      315
Founders Capital Appreciation            103      145      184      304                               28      85      144      304
INVESCO Equity Income                    100      137      172      280                               25      77      132      280
PIMCO Limited Maturity Bond               99      134      167      270                               24      74      127      270
AA Growth                                 99      133      165      267                               24      73      125      267
AA Small Capitalization                  100      136      169      274                               25      76      129      274]
</TABLE>

     CONDENSED FINANCIAL INFORMATION: The Unit Prices and number of Units in the
Sub-accounts  are shown below,  as is yield  information on the AST Money Market
[GAL 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 available prior to the date of this Prospectus being offered
pursuant  to this  Prospectus  or which  we  offer  pursuant  to  certain  other
prospectuses;  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

<TABLE>
<CAPTION>
                        AA                                                          Seligman        Seligman
                       Small                            AA             AST          Henderson       Henderson
                      Capitali-         AA            MidCap          Money       International   International      JanCap
                      zation          Growth          Growth         Market          Equity        Small Cap        Growth
                      (1988)          (1988)          (1993)         (1992)          (1989)          (1995)          (1992)
                      ------          ------          ------         ------          ------          ------          ------
<S>                <C>            <C>              <C>            <C>             <C>              <C>           <C>
No. of Units
  as of 12/31/95   12,317,364     12,092,291       8,299,743      30,564,442      14,393,137       2,601,283     28,662,737
  as of 12/31/94    9,356,764      5,614,760       4,308,374      27,491,389      14,043,215               0     22,354,170
  as of 12/31/93    7,101,658      2,997,458       1,450,892      11,422,783       9,063,464               0     13,603,637
  as of 12/31/92    4,846,024      1,482,037               0         457,872       1,948,773               0      1,476,139
  as of 12/31/91    2,172,189        559,779               0               0       1,092,902               0              0
  as of 12/31/90      419,718         82,302               0               0         398,709               0              0
  as of 12/31/89       35,438          6,900               0               0          29,858               0              0
  as of 12/31/88        3,000              0               0               0               0               0              0

Unit Price
  as of 12/31/95       $39.78         $31.18          $19.00          $10.77          $18.23          $10.23         $14.85
  as of 12/31/94        27.95          23.18           13.34           10.35           16.80               0          10.91
  as of 12/31/93        29.65          23.18           13.74           10.12           16.60               0          11.59
  as of 12/31/92        26.54          19.19               0           10.01           12.37               0          10.51
  as of 12/31/91        26.00          17.32               0               0           13.69               0              0
  as of 12/31/90        16.74          12.51               0               0           12.98               0              0
  as of 12/31/89        15.61          12.19               0               0           13.64               0              0
  as of 12/31/88         9.63           9.96               0               0               0               0              0
</TABLE>

       

<TABLE>
<CAPTION>
                                     Sub-account and the Year Sub-account Operations Commenced

                        LA              AST                                          T. Rowe         T. Rowe         T. Rowe
                      Growth          Phoenix           Fed            Fed            Price           Price           Price
                        and          Balanced         Utility         High            Asset       International      Natural
                      Income           Asset          Income          Yield        Allocation        Equity         Resources
                      (1992)          (1993)          (1993)         (1994)          (1994)          (1994)          (1995)
                      ------          ------          ------         ------          ------          ------          ------
<S>                <C>            <C>              <C>             <C>             <C>            <C>               <C>
No. of Units
  as of 12/31/95   18,411,759     20,163,848       8,642,186       6,915,158       4,868,956      17,935,251        808,605
  as of 12/31/94    7,479,449     13,986,604       7,177,232       2,106,791       2,320,063      11,166,758              0
  as of 12/31/93    4,058,228      8,743,758       5,390,887               0               0               0              0
  as of 12/31/92      956,949              0               0               0               0               0              0
  as of 12/31/91            0              0               0               0               0               0              0
  as of 12/31/90            0              0               0               0               0               0              0
  as of 12/31/89            0              0               0               0               0               0              0
  as of 12/31/88            0              0               0               0               0               0              0

Unit Price
  as of 12/31/95       $15.22         $12.49          $12.20          $11.27          $11.92          $10.39         $11.01
  as of 12/31/94        11.98          10.34            9.81            9.56            9.80            9.49              0
  as of 12/31/93        11.88          10.47           10.69               0               0               0              0
  as of 12/31/92        10.60              0               0               0               0               0              0
  as of 12/31/91            0              0               0               0               0               0              0
  as of 12/31/90            0              0               0               0               0               0              0
  as of 12/31/89            0              0               0               0               0               0              0
  as of 12/31/88            0              0               0               0               0               0              0
</TABLE>

<TABLE>
<CAPTION>
                      T. Rowe                                         PIMCO           PIMCO
                       Price         Founders         INVESCO         Total          Limited         Berger
                   International      Capital         Equity         Return         Maturity        Capital            NB
                       Bond        Appreciation       Income          Bond            Bond           Growth         Partners
                      (1994)          (1994)          (1994)         (1994)          (1995)          (1994)          (1995)
                      ------          -----           ------         ------          ------          ------          ------
<S>                 <C>            <C>            <C>             <C>             <C>              <C>            <C>
No. of Units
  as of 12/31/95    4,186,695      6,076,373      13,883,712      19,061,840      15,058,644       3,658,836      7,958,498
  as of 12/31/94    1,562,364      2,575,105       6,633,333       4,577,708               0         301,267              0
  as of 12/31/93            0              0               0               0               0               0              0
  as of 12/31/92            0              0               0               0               0               0              0
  as of 12/31/91            0              0               0               0               0               0              0
  as of 12/31/90            0              0               0               0               0               0              0
  as of 12/31/89            0              0               0               0               0               0              0
  as of 12/31/88            0              0               0               0               0               0              0

Unit Price
  as of 12/31/95       $10.51         $13.97          $12.33          $11.26          $10.37          $12.20         $12.05
  as of 12/31/94         9.59          10.69            9.61            9.61               0            9.94              0
  as of 12/31/93            0              0               0               0               0               0              0
  as of 12/31/92            0              0               0               0               0               0              0
  as of 12/31/91            0              0               0               0               0               0              0
  as of 12/31/90            0              0               0               0               0               0              0
  as of 12/31/89            0              0               0               0               0               0              0
  as of 12/31/88            0              0               0               0               0               0              0
</TABLE>

<TABLE>
<CAPTION>
[                                                                                                        LA          Seligman
                        GAL                            GAL            GAL                              Growth        Henderson
                       Money           GAL        High Quality       Asset           JanCap              and       International
                      Market*        Equity*          Bond*       Allocation*        Growth            Income         Equity
                      (1996)         (1996)          (1996)         (1996)           (1992)            (1992)         (1989)
                       ------         -----           ------         ------           ------            ------         ------
<S>                         <C>            <C>             <C>            <C>      <C>            <C>            <C>
No. of Units
  as of 12/31/95            0              0               0              0        28,662,737     18,411,759     14,393,137
  as of 12/31/94            0              0               0              0        22,354,170      7,479,449     14,043,215
  as of 12/31/93            0              0               0              0        13,603,637      4,058,228      9,063,464
  as of 12/31/92            0              0               0              0         1,476,139        956,949      1,948,773
  as of 12/31/91            0              0               0              0                 0              0      1,092,902
  as of 12/31/90            0              0               0              0                 0              0        398,709
  as of 12/31/89            0              0               0              0                 0              0         29,858

Unit Price
  as of 12/31/95            0              0               0              0            $14.85         $15.22         $18.23
  as of 12/31/94            0              0               0              0             10.91          11.98          16.80
  as of 12/31/93            0              0               0              0             11.59          11.88          16.60
  as of 12/31/92            0              0               0              0             10.51          10.60          12.37
  as of 12/31/91            0              0               0              0                 0              0          13.69
  as of 12/31/90            0              0               0              0                 0              0          12.98
  as of 12/31/89            0              0               0              0                 0              0          13.64
</TABLE>

<TABLE>
<CAPTION>
                      T. Rowe        T. Rowe                                          PIMCO                             AA
                       Price          Price         Founders        INVESCO          Limited                           Small
                       Asset      International  Capitalization     Equity          Maturity             AA          Capitali-
                    Allocation       Equity       Appreciation      Income            Bond             Growth         zation
                      (1994)         (1994)          (1994)         (1994)           (1995)            (1988)         (1988)
                      ------         ------          ------         ------           ------            ------         ------
<S>                 <C>           <C>              <C>           <C>               <C>            <C>            <C>
No. of Units
  as of 12/31/95    4,868,956     17,935,251       6,076,373     13,883,712        15,058,644     12,092,291     12,317,364
  as of 12/31/94    2,320,063     11,166,758       2,575,105      6,633,333                 0      5,614,760      9,356,764
  as of 12/31/93            0              0               0              0                 0      2,997,458      7,101,658
  as of 12/31/92            0              0               0              0                 0      1,482,037      4,846,024
  as of 12/31/91            0              0               0              0                 0        559,779      2,172,189
  as of 12/31/90            0              0               0              0                 0         82,302        419,718
  as of 12/31/89            0              0               0              0                 0          6,900         35,438
  as of 12/31/88            0              0               0              0                 0              0          3,000

Unit Price
  as of 12/31/95       $11.92         $10.39          $13.97         $12.33            $10.37         $31.18         $39.78
  as of 12/31/94         9.80           9.49           10.69           9.61                 0          23.18          27.95
  as of 12/31/93            0              0               0              0                 0          23.18          29.65
  as of 12/31/92            0              0               0              0                 0          19.19          26.54
  as of 12/31/91            0              0               0              0                 0          17.32          26.00
  as of 12/31/90            0              0               0              0                 0          12.51          16.74
  as of 12/31/89            0              0               0              0                 0          12.19          15.61
  as of 12/31/88            0              0               0              0                 0           9.96          9.63]
</TABLE>

*These Sub-accounts were not operational prior to the date of this Prospectus.

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 AST Money Market -[GAL 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
AST Money Market                5.34%                              5.48%
[GAL Money Market               5.25%                              5.39%]

     INVESTMENT  OPTIONS: We offer a range of variable and fixed options as ways
to invest your Account Value.  Compensation to your representative may depend on
the investment options selected (see "Sale of the Annuities").

     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, or a portfolio of an underlying  mutual fund. As of the
date of this Prospectus,  our  Sub-accounts  and the underlying  mutual funds or
portfolios in which they invest are as follows:

<TABLE>
<CAPTION>
                      <S>                                              <C>    <C>     
                      Underlying Mutual Fund:                                          The Alger American Fund

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      AA Small Capitalization                                             Small Capitalization
                      AA Growth                                                                         Growth
                      AA MidCap Growth                                                           MidCap Growth

                      Underlying Mutual Fund:                                      Neuberger & Berman Advisers
                                                                                              Management Trust

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      NB Partners                                                                     Partners

                      Underlying Mutual Fund:                                           American Skandia Trust

                      Sub-account                                            Underlying Mutual Fund Portfolio

                      Seligman Henderson International Equity          Seligman Henderson International Equity
                      Seligman Henderson International                        Seligman Henderson International
                        Small Cap                                                                    Small Cap
                      LA Growth and Income                                       Lord Abbett Growth and Income
                      JanCap Growth                                                              JanCap Growth
                      Fed Utility Inc                                                 Federated Utility Income
                      Fed High Yield                                                      Federated High Yield
                      AST Phoenix Balanced Asset                                    AST Phoenix Balanced Asset
                      AST Money Market                                                        AST Money Market
                      T. Rowe Price Asset Allocation                            T. Rowe Price Asset Allocation
                      T. Rowe Price International Equity                    T. Rowe Price International Equity
                      T. Rowe Price Natural Resources                          T. Rowe Price Natural Resources
                      T. Rowe Price International Bond                        T. Rowe Price International Bond
                      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
                        
                      RS Value + Growth                                      Robertson Stephens Value + Growth
    
                      
                      Underlying Mutual Fund:                                       Montgomery Variable Series

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      MV Emerging Markets                        Montgomery Variable Series:  Emerging Markets

[                     Underlying Mutual Fund:                                                  Galaxy VIP fund

                      Sub-Account                                             Underlying Mutual Fund Portfolio

                      GAL Money Market                                                  Money Market Portfolio
                      GAL Equity                                                              Equity Portfolio
                      GAL High Quality Bond                                        High Quality Bond Portfolio
                      GAL Asset Allocation                                          Asset Allocation Portfolio

                      Underlying Mutual Fund:                                           American Skandia Trust

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      JanCap Growth                                                              JanCap Growth
                      LA Growth and Income                                       Lord Abbett Growth and Income
                      Seligman Henderson International Equity          Seligman Henderson International Equity
                      T. Rowe Price Asset Allocation                            T. Rowe Price Asset Allocation
                      T. Rowe Price International Equity                    T. Rowe Price International Equity
                      Founders Capital Appreciation                              Founders Capital Appreciation
                      INVESCO Equity Income                                              INVESCO Equity Income
                      PIMCO Limited Maturity Bond                                  PIMCO Limited Maturity Bond

                      Underlying Mutual Fund:                                          The Alger American Fund

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      AA Growth                                                                         Growth
                      AA Small Capitalization                                            Small Capitalization]
</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 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 our Concierge  Desk [Galaxy  Annuity
Customer Service],  1-800-752-6342 [1-800-444-3970] or writing to us at P.O. Box
883,  Attention:  Concierge Desk [Galaxy  Annuity  Customer  Service],  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 may 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.

To the extent  permitted  by law,  we reserve the right,  from time to time,  to
increase  interest rates offered to the class of Owners who,  during the term of
such offering, choose to participate in various services we make available. This
may  include,  but is not  limited  to,  Owners  who  elect to use  dollar  cost
averaging from Fixed  Allocations  (see "Dollar Cost Averaging") or the balanced
investment program (see "Balanced Investment Program"). We may do so at our sole
discretion.

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 have 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 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 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, 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.
We currently employ  investment  managers for Separate Account D including,  but
not  limited  to,  J.P.  Morgan  Investment  Management  Inc.  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, the maintenance fee, a charge for taxes and a
transfer  fee.  These  charges  are  allocated   according  to  our  rules.  The
maintenance  fee and  transfer  charge are not  assessed if no Account  Value is
maintained  in the  Sub-accounts  at the time  such fee or  charge  is  payable.
However, we make certain assumptions regarding maintenance and 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 each 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 -7.5%;  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 a 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 on Purchase  Payments  that were applied at least 7 years
prior to the date of  either a full  surrender  or a 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  manager or 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;  (f) the then
current  spouse of any such person  noted in (b)  through  (e),  above;  (g) the
parents  of any  such  person  noted in (b)  through  (f),  above;  and (h) such
person's child or other legal dependent under the age of 21.

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.

     Maintenance  Fee: A  maintenance  fee  equaling the smaller of $30 or 2% of
your then current  Account  Value is deductible  from the Account  Values in the
Sub-accounts  annually  and upon  surrender.  The fee is limited to the  Account
Values in the  Sub-accounts as of the Valuation  Period such fee is due. Certain
representations  regarding the maintenance fee are found in the section entitled
Administration Charge.

     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 31/2%.  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. 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.

     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 and the maintenance fee,  described in the
subsection entitled  Maintenance Fee, at amounts we believe necessary to recover
the actual costs of maintaining and  administering  the Account Values allocated
to the Class 1 Sub-accounts  and Separate Account B itself.  The  administration
charge and maintenance fee 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 and the  maintenance  fee  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  maintenance  fee and/or the
administration  charge. We may do so when Annuities are sold to individuals or a
group of individuals in a manner that reduces maintenance and/or  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 maintenance and/or administration
expenses are likely to be reduced.

Any elimination of the maintenance fee and/or the  administration  charge or any
reduction  of such  charges  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 the fund  prospectuses and the
statements 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.  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 designed to meet the
requirements of various sections of the Code. These include, but are not limited
to: (a) Sections 401  (corporate,  association,  or  self-employed  individuals'
retirement  plans);  (b) Section 403(b)  (tax-sheltered  annuities  available to
employees  of certain  qualifying  employers);  and (c) Section 408  (individual
retirement  accounts and individual  retirement  annuities - "IRAs";  Simplified
Employee Pensions).  We may require additional  information regarding such 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. As of May 1, 1996, the Annuity will
no longer be offered in connection with Section 401 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
Consequences".
    

     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 is $1,000 unless you authorize
the use of bank drafting to make Purchase Payments (see "Bank Drafting"). If you
choose bank drafting,  we will accept a lower initial  Purchase Payment provided
that the Purchase Payments received in the first year total at least $1,000. The
initial Purchase Payment must be paid by check or by wire transfer. It cannot be
made through bank drafting.  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.

     Bank  Drafting:  You may make Purchase  Payments to your Annuity using bank
drafting, but only for allocations to variable investment options.  However, you
must pay at least one prior Purchase Payment by check or wire transfer.  We will
accept an initial  Purchase  Payment  lower than our standard  minimum  Purchase
Payment  requirement  of $1,000 if you also furnish bank  drafting  instructions
that  provide  amounts  that  will  meet  a  $1,000  minimum   Purchase  Payment
requirement  to be paid  within 12 months.  We will  accept an initial  Purchase
Payment  in an  amount  as low as  $100,  but it must be  accompanied  by a bank
drafting authorization form allowing monthly Purchase Payments of at least $75.

     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.  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.  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").  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  Net  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 AST Money  Market  [GAL 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 AST Money  Market [GAL 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  Payments,  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  Payments,  if Fixed  Allocations  are available under
your  Annuity.  If you  choose  this  program,  we commit a portion  of your Net
Purchase  Payments 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  Payments  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  Payments is invested in the variable  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, 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.
Where allowed by law, 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 and any applicable maintenance fee.

     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.



<PAGE>


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  for new
                  Fixed Allocations with Guarantee Periods of 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  such
                  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.  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. 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.

     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.  We forward your PIN to
you shortly  after your  Annuity is issued.  To the extent  permitted  by law or
regulation,  neither we nor 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 a  bank  drafting  program  (see  "Bank
Drafting"),  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 ten 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
of 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 each 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
funds; 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 affected underlying mutual funds.

To the extent  permitted by law, we may request 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 1-800-766-4530 [1-800-444-3970].

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, rebalancing your Account Value
among  investment  options in  accordance  with  various  investment  allocation
strategies such third party may employ,  or 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 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 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. 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 we accept  your  request  for 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  rebalancing,
asset  allocation or market  timing 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 AST Money  Market  [GAL  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 in a form  satisfactory to
us.

     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"  while your Annuity is in
force and remains confined for at least 90 days in a row; or

     (2) First  diagnosed as having a "Fatal  Illness"  while your Annuity is in
force.

For  contracts  issued on or after May 1, 1996,  and where  allowed by law,  the
Annuitant  must  have  been  named or any  change  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.

The maximum amount available as a free withdrawal  depends on its Issue Date and
the jurisdiction in which your Annuity is delivered.

         (1) For Annuities used in connection with retirement  plans designed to
meet the  requirements of Section 401 of the Code, the maximum amount  available
as a free withdrawal, where permitted by law, is the greater of (a), (b) or (c),
where:

     (a) is the then current "emergency withdrawal amount" (defined below);

     (b) is the Annuity's "growth" (defined below); and

     (c) is 20% of "new" Purchase  Payments ("new" Purchase Payments are defined
below)  less  prior  free  withdrawals  or  amounts  deemed  to come  from  free
withdrawals during the then current Annuity Year.

     (2) For  all  other  Annuities,  the  maximum  amount  available  as a free
withdrawal is the greater of (a), (b) or (c), where:

     (a) is the then current "emergency withdrawal amount" (defined below);

     (b) is the Annuity's "growth" (defined below); and

     (c) is 10% of "new" Purchase  Payments ("new" Purchase Payments are defined
below)  less  prior  free  withdrawals  or  amounts  deemed  to come  from  free
withdrawals during the then current Annuity Year.


The "emergency  withdrawal  amount"  depends on the  jurisdiction  in which your
Annuity is issued and the date it is issued, as follows:

     (i) For Annuities  purchased before May 1, 1996, the "emergency  withdrawal
amount" in the first  Annuity Year is zero.  Thereafter,  it equals 35% of "new"
Purchase Payments, less the sum of all prior withdrawals of any type.

   
     (ii)  For  Annuities  purchased  on or  after  May 1,  1996,  except  where
prohibited by law, a new, revised emergency withdrawal provision applies.  Under
this revised provision,  the "emergency  withdrawal amount" on the Issue Date is
10% of the initial Purchase Payment. It is subsequently increased by 10% of each
additional "new" Purchase  Payment and by 10% of all "new" Purchase  Payments at
the  start of each  Annuity  Year,  to a maximum  of 50% of all  "new"  Purchase
Payments.  It is then  reduced  by an amount  equal to the sum of all prior free
withdrawals  or  amounts  deemed  to come from free  withdrawals.  For  example,
assuming an initial Purchase Payment of $10,000, no subsequent Purchase Payments
and no prior free withdrawals, the emergency withdrawal amount in Annuity Year 4
would be 40% of the initial Purchase  Payment,  which would be $4,000.  However,
assuming  there had been prior free  withdrawals  totaling  $2,500,  the maximum
emergency  withdrawal amount in Annuity Year 4 would be $1,500 ($4,000 minus the
$2,500  prior free  withdrawals).  Assuming  further,  that no  additional  free
withdrawals  were made in Annuity Year 4, and no  additional  Purchase  Payments
were made,  the  emergency  withdrawal  amount in annuity Year 5 would be $2,500
($5,000 minus the $2,500 prior free withdrawals).

     [The "emergency  withdrawal amount" on the Issue Date is 10% of the initial
Purchase Payment.  It is subsequently  increased by 10% of each additional "new"
Purchase Payment and by 10% of all "new" Purchase  Payments at the start of each
Annuity Year,  to a maximum of 50% of all "new"  Purchase  Payments.  It is then
reduced by an amount equal to the sum of all prior free  withdrawals  or amounts
deemed to come from free withdrawals.  For example, assuming an initial Purchase
Payment  of  $10,000,   no  subsequent  Purchase  Payments  and  no  prior  free
withdrawals,  the emergency  withdrawal amount in Annuity Year 4 would be 40% of
the initial Purchase Payment, which would be $4,000. However, assuming there had
been prior free withdrawals  totaling $2,500,  the maximum emergency  withdrawal
amount in Annuity  Year 4 would be $1,500  ($4,000  minus the $2,500  prior free
withdrawals). Assuming further, that no additional free withdrawals were made in
Annuity Year 4, and no additional  Purchase  Payments  were made,  the emergency
withdrawal  amount in annuity  Year 5 would be $2,500  ($5,000  minus the $2,500
prior free withdrawals).]
    

"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  "Additional  Amounts  in  the  Fixed   Allocations").
"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 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.

In jurisdictions where the revised emergency withdrawal amount as set forth in c
(i) above is not available,  the existing emergency  withdrawal amount provision
applies.  As of the date of this  Prospectus,  we had  obtained or were  seeking
approval, where required, in all jurisdictions to use the revised provision. Our
intention  is  to  implement  the  revised  provision  for  new  Annuities  in a
jurisdiction  as soon as  practicable  after  we  obtain  approval.  YOU  SHOULD
PARTICULARLY NOTE DURING THE "FREE-LOOK" PERIOD THE EMERGENCY  WITHDRAWAL AMOUNT
PROVISION  INCLUDED IN ANY ANNUITY ISSUED TO YOU. Unless a change is required by
law, the emergency  withdrawal amount provision included in your Annuity may not
be changed without both your and our consent.

    Partial  Withdrawals:  You may withdraw part of your Surrender  Value. The
minimum partial  withdrawal 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,  we reserve the
right to treat your request as one of a full surrender.

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.  For these purposes,  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 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 90: the death  benefit is
the greater of your Account Value in Sub-accounts  plus the Interim Value of any
Fixed Allocations,  or 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 90 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 90, 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 90 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.  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 $100.

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 the  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  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 may 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  initial  concession  to be paid on premiums
received  is 7.0% and a portion  of  compensation  may be paid from time to time
based on all or a  portion  of  Account  Value.  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.

As of the date of this  Prospectus,  we expect to pay an on-going service fee in
relation to providing  certain  statistical  information  upon request by Owners
about the variable investment options and the underlying mutual fund portfolios.
The fee is payable to the  service  providers  based on your  Annuity's  Account
Value maintained in the variable  investment options. No fee is payable based on
any  Account   Values   maintained   in  any  Fixed   Allocations.   Under  most
circumstances,  we will engage the broker-dealer of record for your Annuity,  or
the entity of record is such entity could offer Annuities with registration as a
broker-dealer  (i.e.  certain  banks),  to be your resource for the  statistical
information,  and to be available  upon your request to both provide and explain
such information to you. The  broker-dealer of record or the entity of record is
the firm which sold you the Annuity,  unless later changed.  Some portion of the
fee we pay for this  service may be payable to your  representative.  Therefore,
your  representative may receive on-going service fee compensation,  but only in
relation to Account Values maintained in variable investment options.

As of the date of this  Prospectus,  we were  promoting the sale of our products
and the solicitation of additional purchase payments, where applicable,  for our
products,  including  Annuities  offered pursuant to this Prospectus,  through a
program of  non-cash  rewards to  registered  representatives  of  participating
broker-dealers. We may withdraw or alter this promotion at any time.

     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  funds  or
portfolios  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 or  portfolios.  Such
changes  are  reflected,  in turn,  in the  Sub-accounts  which  invests in such
underlying mutual fund or 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, the  Morningstar  Mutual Fund
Sourcebook and the Morningstar Variable Annuity/Life Sourcebook.

American  Skandia Life Assurance  Corporation  may advertise its rankings and/or
ratings by independent financial ratings services. Such rankings may help you in
evaluating our ability to meet our obligations in relation to 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 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,   and  American  Skandia   Information   Services  and  Technology
Corporation,  may undertake certain administrative  functions on our behalf. Our
affiliate, American Skandia Investment Services, Incorporated, currently acts as
the  investment  manager to the American  Skandia  Trust.  We  currently  engage
Skandia  Investment  Management,  Inc., an affiliated  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.

     During 1995,  Skandia Vida,  S.A. de C.V. was formed by the ultimate parent
Skandia Insurance Company Ltd. The Company owns 99.9% ownership in Skandia Vida,
S.A. de C.V. which is a life insurance company domiciled in Mexico. This Mexican
life  insurer  is a start up company  with  expectations  of  selling  long term
savings product within Mexico.  Total shareholders' equity of Skandia Vida, S.A.
de C.V. is $881,648 at 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 not been audited.
The selected financial data has been derived from the full financial  statements
for the years ended  December 31,  1995,  1994,  1993,  1992 and 1991 which were
presented in accordance with generally accepted accounting  principles and which
were  audited by  Deloitte & Touche  LLP,  independent  auditors,  whose  report
thereon is included herein.

<TABLE>
<CAPTION>
Income Statement Data:


                                                        1995             1994             1993           1992          1991
                                                        ----             -----            ----           ----          ----
Revenues:
<S>                                                <C>            <C>              <C>             <C>             <C>       
Net investment income                              $ 1,600,674    $  1,300,217     $    692,758    $   892,053     $  723,253
Annuity premium income                                       0          70,000          101,643      1,304,629      2,068,452
Annuity charges and fees*                           38,837,358      24,779,785       11,752,984      4,846,134      1,335,079
Net realized capital gains (losses)                     36,774          (1,942)         330,024        195,848          4,278
Fee income                                           6,205,719       2,111,801          938,336        125,179              0
Other income                                            64,882          24,550            1,269         15,119         45,010
                                                   -----------    ------------      -----------     ----------     ----------
Total revenues                                     $46,745,407    $ 28,284,411      $13,817,014     $7,378,962     $4,176,072
                                                   ===========     ===========      ===========     ==========     ==========

Benefits and Expenses:
Return credited to contractowners                   10,612,858        (516,730)         252,132        560,243        235,470
Cost of minimum death benefit reinsurance            2,056,606               0                0              0              0
Annuity benefits                                       555,421         369,652          383,515        276,997        107,536
Increase/(decrease) in annuity policy reserves      (6,778,756)      5,766,003        1,208,454      1,331,278      2,045,722
Underwriting, acquisition and
   other insurance expenses                         35,970,524      18,942,720        9,547,951     11,338,765      7,294,400
Interest expense                                     6,499,414       3,615,845          187,156              0              0
                                                 -------------     -----------      -----------    -----------     ---------- 
Total benefits and expenses                        $48,916,067    $ 28,177,490      $11,579,208    $13,507,283     $9,683,128
                                                 =============     ===========      ===========    ===========     ==========

Income tax                                       $     397,360    $   247,429     $    182,965    $          0     $        0
                                                 =============    ============     ===========    ============     ==========

Net income (loss)                                $  (2,568,020)   $    140,508)    $  2,054,841   $ (6,128,321)   ($5,507,056
                                                 ==============   =============    ============   ============    ===========




Balance Sheet Data:
Total Assets                                    $5,021,012,890  $2,864,416,329   $1,558,548,537   $552,345,206   $239,435,675
                                                ==============  ==============   ==============   ============   ============

Surplus Notes                                     $103,000,000    $ 69,000,000   $   20,000,000   $          0   $          0
                                                  ============     ===========   ==============   ============   ============

Shareholder's Equity                               $59,713,00     $ 52,205,524   $   52,387,687   $ 46,332,846   $ 14,292,772
                                                   ==========     ============   ==============   ============   ============

</TABLE>

*On annuity sales of $1,628,486,000, $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
$4,704,044,001,  $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 Operation:  The Company's  long term business plan was developed
reflecting  the current sales and marketing  approach.  Annuity sales  increased
19%, 54% and 210% in 1995, 1994 and 1993, respectively. The Company continues to
show  significant  growth in sales volume and increased  market share within the
variable annuity industry. Total assets grew 75%, 84% and 182% in 1995, 1994 and
1993,  respectively.  These  increases  were a direct result of the  substantial
sales volume increasing separate account assets and deferred  acquisition costs.
Liabilities grew 76%, 87%, and 198% in 1995, 1994 and 1993,  respectively,  as a
result of the reserves  required for the increased  sales activity and borrowing
during 1995,  1994 and 1993.  The  borrowing  is needed to fund the  acquisition
costs of the Company's variable annuity business.

     The Company experienced a net loss after tax in 1995 and 1994, which was in
excess of plan. The 1995 result was related to higher than  anticipated  expense
levels  and  additional  reserving  requirements  on our market  value  adjusted
annuities.  The increase in expenses was primarily attributable to improving our
service infrastructure and marketing related costs.

     The 1994 loss is a result of  additional  reserving of  approximately  $4.6
million to cover the minimum  death benefit  exposure in the  Company's  annuity
contracts  along with higher than expected  general  expenses  relative to sales
volume.  The  additional  reserve may be required from time to time,  within the
variable  annuity  market place,  and is a result of volatility in the financial
markets  as it relates  to the  underlying  separate  account  investments.  The
Company achieved profits in 1993 of $2 million which was expected.
         
     Increasing   volume  of  annuity  sales  results  in  higher  assets  under
management. The fees realized on assets under management has resulted in annuity
charges  and  fees to  increase  57%,  111% and  143% in  1995,  1994 and  1993,
respectively.

     Net investment income increased 23% and 88% in 1995 and 1994, respectively,
and decreased 22% in 1993.  The increase in 1995 is a result of a higher average
level of Company  bonds and  short-term  investments.  The increase in 1994 is a
result of an increase in the Company's bonds and short-term  investments,  which
were  $33.6   million  and  $29.1   million  at  December  31,  1994  and  1993,
respectively.  The  decrease  in  1993 is a  result  of the  need  to  liquidate
investments to support the cash needs required to fund the acquisition  costs on
the variable annuity business.

     Fee  income  has  increased  194%,  125% and 650% in 1995,  1994 and  1993,
respectively, as a result of income from transfer agency type activities.
              
     Annuity  benefits  represent  payments on annuity  contracts with mortality
risks,   this  being  the  immediate   annuity  with  life   contingencies   and
supplementary contracts with life contingencies.

     Increase in annuity policy  reserves  represent  change in reserves for the
immediate  annuity with life  contingencies,  supplementary  contracts with life
contingencies and minimum death benefit. During 1995 the Company entered into an
agreement to reinsure the guaranteed  minimum death benefit  exposure on most of
the variable annuity contracts. The costs associated with reinsuring the minimum
death  benefit  reserve  approximates  the change in the minimum  death  benefit
reserve during 1995,  thereby  having no significant  effect on the statement of
operations.  The significant  increase in 1994 reflects the required increase in
the minimum death benefit reserve on variable annuity  contracts.  This increase
covers the escalating death benefit in the product which was further enhanced as
a result of poor performance of the underlying  mutual funds within the variable
annuity contract.

     Return credited to contractowners  represents  revenues on the variable and
market value  adjusted  annuities  offset by the benefit  payments and change in
reserves  required on this business.  Also included are the benefit payments and
change in reserves on immediate annuity contracts without significant  mortality
risks.  In 1995, the Company earned a lower than  anticipated  separate  account
investment  return on the  market  value  adjusted  contracts  in support of the
benefits  and  required  reserves.  In  addition,  the 1995  result  includes an
increase in the required reserves associated with this product.

     The result for 1994 was better than  anticipated  due to  separate  account
investment return on the market value adjusted  contracts being in excess of the
benefits and required reserves.
                                              
     Underwriting,  acquisition and other insurance expenses for 1995 is made up
of $62.8 million of commissions and $42.2 million of general  expenses offset by
the net  capitalization  of deferred  acquisition  costs totaling $69.2 million.
This compares to the same period last year of $46.2 million of  commissions  and
$26.2 million of general expenses offset by the net  capitalization  of deferred
acquisition costs totaling $53.7 million.

     Underwriting, acquisition and other insurance expenses in 1993 were made up
of $36.7 million of commissions and $19.3 million of general  expenses offset by
the net capitalization of deferred acquisition costs totaling $46.3 million.

     Interest expense  increased $2.9 million and $3.4 million in 1995 and 1994,
respectively,  as a result  of  Surplus  Notes  totaling  $103  million  and $69
million, at 1995 and 1994, respectively.

     Liquidity and Capital Resources: The liquidity requirement of ASLAC was met
by cash from insurance operations, investment activities and borrowings from its
parent.

     As previously  stated,  the Company had significant growth during 1995. The
sales  volume of $1.628  billion  was  primarily  (approximately  80%)  variable
annuities which carry a contingent  deferred sales charge.  This type of product
causes a temporary  cash  strain in that 100% of the  proceeds  are  invested in
separate accounts supporting the product leaving a cash (but not capital) strain
caused by the acquisition  cost for the new business.  This cash strain required
the Company to look  beyond the  insurance  operations  and  investments  of the
Company.  During 1995,  the Company  borrowed an additional $34 million from its
parent in the form of  Surplus  Notes and  extended  the  reinsurance  agreement
(which  was  initiated  in 1993  and  1994)  along  with  entering  into a third
reinsurance  agreement with a large reinsurer in support of its cash needs.  The
reinsurance agreements are modified coinsurance arrangements where the reinsurer
shares in the experience of a specific book of business.  The income and expense
items presented above are net of reinsurance.

     The  Company  is  reviewing   various  options  to  fund  the  cash  strain
anticipated from the acquisition costs on the coming years' sales volume.

     The tremendous  growth of this young  organization  has depended on capital
support from its parent.

     As of December 31, 1995 and December  31,  1994,  shareholder's  equity was
$59,713,000 and $52,205,524  respectively,  which includes the carrying value of
the  state  insurance  licenses  in the  amount  of  $4,862,500  and  $5,012,500
respectively.

     ASLAC  has long  term  surplus  notes  with  its  parent  and a short  term
borrowing with an affiliate. No dividends have been paid to its parent company.

                
     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 policy
reserves.

     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:  During  1995,  the Company  received  $34 million from its
parent in exchange for three surplus  notes.  The amounts were $10 million,  $15
million  and  $9  million,   at  interest  rates  of  7.52%,  7.49%  and  7.47%,
respectively.  Interest  expense  for these notes was $83,281 for the year ended
December 31, 1995.

     During 1994,  the Company  received $49 million from its parent in exchange
for four surplus notes,  two in the amount of $10 million,  one in the amount of
$15 million and one in the amount of $14  million,  at interest  rates of 7.28%,
7.90%,  9.13% and 9.78%,  respectively.  Interest  expense  for these  notes was
$4,319,612  and  $1,618,504  for the years  ended  December  31,  1995 and 1994,
respectively.

     During 1993,  the Company  received $20 million from its parent in exchange
for a  surplus  note in the  amount of $20  million  at a 6.84%  interest  rate.
Interest  expense for this note was  $1,387,000,  $1,387,000 and $11,400 for the
years ended December 31, 1995, 1994 and 1993, respectively.

     Payment of interest and  repayment of  principal  for these notes  requires
approval by the Commissioner of the State of Connecticut.  In 1995, approval was
granted for the payment of surplus note interest with the stipulation that it be
funded through a capital contribution from the Parent.

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



<PAGE>

<TABLE>
<CAPTION>

<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>   
               Name and Principal                                 Annual         Annual        Other Annual
               Position                          Year             Salary          Bonus        Compensation

               Jan R. Carendi                    1995            $200,315
               Chief Executive Officer           1994             170,569
                                                 1993             214,121

               Gordon C. Boronow                 1995            $157,620
               President & Chief                 1994             129,121
                 Operating Officer               1993             123,788

               Lincoln R. Collins                1995            $156,550
               Senior Vice President             1994              92,700
                 Product Management              1993              72,100

               N. David Kuperstock               1995            $133,120
               Vice President, Product           1994             103,000
                 Development                     1993              88,864

               Bayard F. Tracy                   1995            $168,052
               Senior Vice President             1994             127,050
                 Institutional Sales             1993             123,363
</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.  Payments will 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 or 30% of the individual's  current year
salary.  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>                    <C>            <C>          <C> 
                                            Number    Period until                   Estimated Future Payouts
               Name                       of Units        Payout             Threshold      Target       Maximum

               Jan R. Carendi              120,000        Various                            $648,060

               Gordon C. Boronow           110,000        Various                            $561,558

               Lincoln R. Collins           36,750        Various                            $198,807

               N. David Kuperstock          32,000        Various                            $200,968

               Bayard E. Tracy              52,500        Various                            $286,263
</TABLE>
    Compensation  of Directors:  The following  directors  were  compensated as
shown below in 1995:

Malcolm M. Campbell   $4,000                    Gunnar Moberg    $2,500      
Henrik Danckwardt     $4,000              

     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 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
INDEPENDENT AUDITORS' REPORT

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

<PAGE>

                                  APPENDIX A

      FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION


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


We have audited the accompanying  consolidated statements of financial condition
of American  Skandia Life Assurance  Corporation (a  wholly-owned  subsidiary of
Skandia  Insurance  Company  Ltd.) as of  December  31,  1995 and 1994,  and the
related consolidated  statements of operations,  shareholder's  equity, and cash
flows for each of the three years in the period ended  December 31, 1995.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the consolidated financial position of American Skandia Life
Assurance  Corporation  as of December 31, 1995 and 1994, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1995 in conformity with generally accepted accounting principles.





DELOITTE & TOUCHE LLP
New York, New York
March 14, 1996
 

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>

                                                                                          AS OF DECEMBER 31,
                                                                                   1995                       1994
                                                                           ---------------------      ----------------------

ASSETS

Investments:
<S>                                                                      <C>                        <C>
   Fixed maturities - at amortized cost                                  $           10,112,705     $             9,621,865
   Investment in mutual funds - at market value                                       1,728,875                     840,637
   Short-term investments - at amortized cost                                        15,700,000                  24,000,000
                                                                           ---------------------      ----------------------

Total investments                                                                    27,541,580                  34,462,502

Cash and cash equivalents                                                            13,146,384                  23,909,463
Accrued investment income                                                               194,074                     173,654
Fixed assets                                                                             82,434                           0
Deferred acquisition costs                                                          270,222,383                 174,009,609
Reinsurance receivable                                                                1,988,042                           0
Receivable from affiliates                                                              860,991                     459,960
Income tax receivable                                                                   563,850                           0
State insurance licenses                                                              4,862,500                   5,012,500
Other assets                                                                          1,589,006                   1,261,513
Separate account assets                                                           4,699,961,646               2,625,127,128
                                                                           ---------------------      ----------------------

              Total Assets                                               $        5,021,012,890     $         2,864,416,329
                                                                           =====================      ======================


LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits                                $           30,493,018     $            11,422,381
Annuity policy reserves                                                              19,386,490                  24,054,255
Income tax payable                                                                            0                      36,999
Accounts payable and accrued expenses                                                32,816,517                  31,753,380
Payable to affiliates                                                                   314,699                     261,552
Payable to reinsurer                                                                 64,995,470                  40,105,406
Short-term borrowing-affiliate                                                       10,000,000                  10,000,000
Surplus notes                                                                       103,000,000                  69,000,000
Deferred contract charges                                                               332,050                     449,704
Separate account liabilities                                                      4,699,961,646               2,625,127,128
                                                                           ---------------------      ----------------------

              Total Liabilities                                                   4,961,299,890               2,812,210,805
                                                                           ---------------------      ----------------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                                  2,000,000                   2,000,000
Additional paid-in capital                                                           81,874,666                  71,623,932
Unrealized investment gains and losses                                                  111,359                    (41,655)
Foreign currency translation                                                          (328,252)                           0
Accumulated deficit                                                                (23,944,773)                (21,376,753)
                                                                           ---------------------      ----------------------

              Total Shareholder's Equity                                             59,713,000                  52,205,524
                                                                           ---------------------      ----------------------

              Total Liabilities and Shareholder's                        $        5,021,012,890     $         2,864,416,329
Equity
                                                                           =====================      ======================
</TABLE>
                 See notes to consolidated financial statements

                                       10


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                                            1995                1994                 1993
                                                                       ----------------    ----------------     ---------------

REVENUES:
<S>                                                                  <C>                 <C>                  <C>
Annuity charges and fees                                             $      38,837,358   $      24,779,785    $     11,752,984
Fee Income                                                                   6,205,719           2,111,801             938,336
Net investment income                                                        1,600,674           1,300,217             692,758
Annuity premium income                                                               0              70,000             101,643
Net realized capital gains/(losses)                                             36,774             (1,942)             330,024
Other                                                                           64,882              24,550               1,269
                                                                       ----------------    ----------------     ---------------

     Total Revenues                                                         46,745,407          28,284,411          13,817,014
                                                                       ----------------    ----------------     ---------------


BENEFITS AND EXPENSES:
Benefits:
  Annuity benefits                                                             555,421             369,652             383,515
  Increase/(decrease) in annuity policy reserves                           (6,778,756)           5,766,003           1,208,454
  Cost of minimum death benefit reinsurance                                  2,056,606                   0                   0
  Return credited to contractowners                                         10,612,858           (516,730)             252,132
                                                                       ----------------    ----------------     ---------------

                                                                             6,446,129           5,618,925           1,844,101
                                                                       ----------------    ----------------     ---------------

Expenses:
  Underwriting, acquisition and other insurance expenses                    35,820,524          18,792,720           9,397,951
  Amortization of state insurance licenses                                     150,000             150,000             150,000
  Interest expense                                                           6,499,414           3,615,845             187,156
                                                                       ----------------    ----------------     ---------------

                                                                            42,469,938          22,558,565           9,735,107
                                                                       ----------------    ----------------     ---------------

     Total Benefits and Expenses                                            48,916,067          28,177,490          11,579,208
                                                                       ----------------    ----------------     ---------------

Income (loss) from operations before federal income taxes                  (2,170,660)             106,921           2,237,806

     Income tax                                                                397,360             247,429             182,965
                                                                       ----------------    ----------------     ---------------

Net income (loss)                                                    $     (2,568,020)   $       (140,508)    $      2,054,841
                                                                       ================    ================     ===============

</TABLE>
                 See notes to consolidated financial statements

                                     


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

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
                                                                             FOR THE YEAR ENDED DECEMBER 31,
                                                                         1995               1994                1993
                                                                  -----------------    ---------------     ---------------

<S>                                                             <C>                  <C>                 <C>
Common stock, balance at beginning and end of year              $        2,000,000   $      2,000,000    $      2,000,000
                                                                  -----------------    ---------------     ---------------

Additional paid-in capital:
  Balance at beginning of year                                          71,623,932         71,623,932          67,623,932
  Additional contributions                                              10,250,734                  0           4,000,000
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                81,874,666         71,623,932          71,623,932
                                                                  -----------------    ---------------     ---------------

Unrealized investment gains and losses:
  Balance at beginning of year                                            (41,655)                  0                   0
  Change in unrealized investment gains and losses                         153,014           (41,655)                   0
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                   111,359           (41,655)                   0
                                                                  -----------------    ---------------     ---------------

Foreign currency translation:
  Balance at beginning of year                                                   0                  0                   0
  Change in foreign currency translation                                 (328,252)                  0                   0
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                 (328,252)                  0                   0
                                                                  -----------------    ---------------     ---------------

Accumulated deficit:
  Balance at beginning of year                                        (21,376,753)       (21,236,245)        (23,291,086)
  Net income (loss)                                                    (2,568,020)          (140,508)           2,054,841
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                              (23,944,773)       (21,376,753)        (21,236,245)
                                                                  -----------------    ---------------     ---------------


      TOTAL SHAREHOLDER'S EQUITY                                $       59,713,000   $     52,205,524    $     52,387,687
                                                                  =================    ===============     ===============

</TABLE>
                 See notes to consolidated financial statements

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                                            1995                 1994                 1993
                                                                      ------------------  -------------------   -----------------
CASH FLOW FROM OPERATING ACTIVITIES:

<S>                                                                 <C>                   <C>                   <C>
  Net income (loss)                                                 $       (2,568,020)   $        (140,508)    $      2,054,841
  Adjustments  to  reconcile  net  income  (loss) to net cash
    used in  operating activities:
      (Decrease)/increase in annuity policy reserves                        (4,667,765)            6,004,603           4,223,289
      Decrease in policy and contract claims                                          0                    0            (52,400)
      Amortization of bond discount                                              23,449               21,964               6,754
      Amortization of state insurance licenses                                  150,000              150,000             150,000
      (Decrease)/increase in due to/from affiliates                           (347,884)              256,779           (397,125)
      Change in income tax payable/receivable                                 (600,849)               36,999                   0
      Increase in other assets                                                (409,927)            (742,041)           (220,172)
      (Increase)/decrease in accrued investment income                         (20,420)             (44,847)             154,902
      Change in reinsurance receivable                                      (1,988,042)                    0                   0
      Increase in accounts payables and accrued expenses                      1,063,137           13,396,502          14,005,962
      Change in deferred acquisition costs                                 (96,212,774)         (83,986,073)        (57,387,042)
      Change in deferred contract charges                                     (117,654)             (71,117)              13,898
      Change in foreign currency translation                                  (328,252)                    0                   0
      Realized (gain)/loss on sale of investments                              (36,774)                1,942           (330,024)
                                                                      ------------------  -------------------   -----------------

  Net cash used in operating activities                                   (106,061,775)         (65,115,797)        (37,777,117)
                                                                      ------------------  -------------------   -----------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                                      (614,289)          (1,989,120)         (6,847,630)
  Proceeds from the maturity of fixed maturity investments                      100,000            2,010,000                   0
  Proceeds from the sale of fixed maturity investments                                0                    0          10,971,574
  Purchase of shares in mutual funds                                        (1,566,194)            (922,822)                   0
  Proceeds from sale of shares in mutual funds                                  867,744               38,588                   0
  Purchase of short-term investments                                      (202,700,000)        (513,100,000)     (1,207,575,307)
  Sale of short-term investments                                            211,000,000          508,500,000       1,202,333,907
  Investments in separate accounts                                      (1,609,415,439)      (1,365,775,177)       (890,125,018)
                                                                      ------------------  -------------------   -----------------

  Net cash used in investing activities                                 (1,602,328,178)      (1,371,238,531)       (891,242,474)
                                                                      ------------------  -------------------   -----------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                          10,250,734                    0           4,000,000
  Surplus notes                                                              34,000,000           49,000,000          20,000,000
  Short-term borrowing                                                                0                    0          10,000,000
  Increase in payable to reinsurer                                           24,890,064           28,555,190          11,550,216
  Proceeds from annuity sales                                             1,628,486,076        1,372,873,747         890,639,947
                                                                      ------------------  -------------------   -----------------

  Net cash provided by financing activities                               1,697,626,874        1,450,428,937         936,190,163
                                                                      ------------------  -------------------   -----------------

Net increase/(decrease) in cash and cash equivalents                       (10,763,079)           14,074,609           7,170,572

Cash and cash equivalents at beginning of year                               23,909,463            9,834,854           2,664,282
                                                                      ------------------  -------------------   -----------------

Cash and cash equivalents at end of year                            $        13,146,384 $         23,909,463  $        9,834,854
                                                                      ==================  ===================   =================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid                                                   $           995,496 $            161,398  $          169,339
                                                                      ==================  ===================   =================

Interest paid                                                       $           540,319 $            557,639  $          111,667
                                                                      ==================  ===================   =================
</TABLE>

                 See notes to consolidated financial statements


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

                   Notes to Consolidated Financial Statements


1.       BUSINESS OPERATIONS

         American  Skandia  Life  Assurance  Corporation  (the  "Company")  is a
         wholly-owned   subsidiary  of  American  Skandia   Investment   Holding
         Corporation (the "Parent"),  which in turn is a wholly-owned subsidiary
         of Skandia Insurance Company Ltd., a Swedish corporation.

         The Company  develops  annuity products and issues its products through
         its  affiliated  broker/dealer  company,  American  Skandia  Marketing,
         Incorporated.  The Company  currently  issues variable,  fixed,  market
         value adjusted and immediate annuities.

         During 1995, Skandia Vida, S.A. de C.V. was formed by the ultimate
         parent Skandia Insurance Company Ltd.  The Company owns 99.9% ownership
         in Skandia Vida, S.A. de C.V. which is a life insurance company
         domiciled in Mexico.  This Mexican life insurer is a start up company
         with expectations of selling long term savings product within Mexico.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         A.       Basis of Reporting
                  ------------------

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

         B.       Investments
                  -----------

                  The Company has classified  its fixed maturity  investments as
                  held to  maturity as the Company has the ability and intent to
                  hold those  investments  to  maturity.  Such  investments  are
                  carried at amortized cost.

                  The Company has  classified  its mutual  fund  investments  as
                  available  for sale.  Such  investments  are carried at market
                  value and changes in unrealized  gains and losses are reported
                  as a component of shareholder's equity.

                  Short-term investments are reported at cost which approximates
                  market value.

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

                  The Company adopted Statement of Financial Accounting
                  Standards (SFAS) No. 115, "Accounting for Certain Investments
                  in Debt and Equity Securities", effective January 1, 1994. The
                  adoption of SFAS No. 115 had no impact on the Company's
                  financial statements.

                                      

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

             Notes to Consolidated Financial Statements (continued)


         C.       Cash Equivalents
                  ----------------

                  The  Company   considers   all  highly  liquid  time  deposits
                  purchased  with a maturity of three  months or less to be cash
                  equivalents.

         D.       State Insurance Licenses
                  ------------------------

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

         E.       Fixed Assets
                  ------------

                  Fixed Assets consisting of furniture,  equipment and leasehold
                  improvements are carried at cost and depreciated on a straight
                  line basis over a period of three to five  years.  Accumulated
                  depreciation  at December  31,  1995 and related  depreciation
                  expense for the year ended December 31, 1995 was $3,749.

         F.       Recognition of Revenue and Contract Benefits
                  --------------------------------------------

                  Annuity  contracts  without  significant  mortality  risk,  as
                  defined  by   Financial   Accounting   Standard  No.  97,  are
                  classified as  investment  contracts  (variable,  market value
                  adjusted  and  certain  immediate  annuities)  and those  with
                  mortality risk  (immediate  annuities) as insurance  products.
                  The policy of revenue  and  contract  benefit  recognition  is
                  described below.

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

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

                  Revenues  for  immediate   annuity   contracts   without  life
                  contingencies  consist of net investment income.  Revenues for
                  immediate annuity contracts with life contingencies consist of
                  single premium payments  recognized as annuity  considerations
                  when received.  Benefit reserves for these contracts are based
                  on the  Society  of  Actuaries  1983 - a Table with an assumed
                  interest rate of 8.25%.

                  Annuity   sales  were   $1,628,486,000,   $1,372,874,000   and
                  $890,640,000  for 1995, 1994 and 1993,  respectively.  Annuity
                  contract   assets  under   management   were   $4,704,044,000,
                  $2,661,161,000  and  $1,437,554,000 at December 31, 1995, 1994
                  and 1993, respectively.

                                       

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

             Notes to Consolidated Financial Statements (continued)

         G.       Deferred Acquisition Costs
                  --------------------------

                  The costs of acquiring new  business,  which vary with and are
                  primarily related to the production of new business, are being
                  amortized in relation to the present value of estimated  gross
                  profits.  These costs  include  commissions,  cost of contract
                  issuance,   and  certain  selling   expenses  that  vary  with
                  production.  Details of the deferred acquisition costs for the
                  years ended December 31 follow:

<TABLE>
<CAPTION>

                                                              1995             1994              1993
                                                              ----             ----              ----

<S>                                                        <C>             <C>                 <C>
                  Balance at beginning of year             $174,009,609    $ 90,023,536        $32,636,494

                  Acquisition costs deferred
                  during the year                           106,063,698      85,801,180         59,676,296

                  Acquisition costs amortized
                  during the year                             9,850,924       1,815,107          2,289,254
                                                          -------------  ---------------     -------------

                  Balance at end of year                   $270,222,383    $174,009,609        $90,023,536
                                                           ============    =============       ===========
</TABLE>

         H.       Deferred Contract Charges
                  -------------------------

                  Certain  contracts are assessed a front-end fee at the time of
                  issue.  These fees are  deferred and  recognized  in income in
                  relation to the present  value of estimated  gross  profits of
                  the  related  contracts.  Details  of  the  deferred  contract
                  charges for the years ended December 31 follow:
<TABLE>
<CAPTION>

                                                               1995              1994             1993
                                                               ----              ----             ----

<S>                                                            <C>              <C>               <C>
                  Balance at beginning of year                 $449,704         $520,821          $506,923

                  Contract charges deferred
                  during the year                                21,513           87,114           144,537

                  Contract charges amortized
                  during the year                               139,167          158,231           130,639
                                                              ---------        ---------         ---------

                  Balance at end of year                       $332,050         $449,704          $520,821
                                                               ========         ========          ========

</TABLE>
                                      


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

             Notes to Consolidated Financial Statements (continued)


         I.       Separate Accounts
                  -----------------

                  Assets  and  liabilities  in  Separate  Account  are  shown as
                  separate  captions in the consolidated  statement of financial
                  condition.  The assets consist of long-term bonds, investments
                  in mutual funds and  short-term  securities,  all of which are
                  carried at market value.

                  Included in Separate  Account  liabilities is $586,233,752 and
                  $259,556,863  at  December  31,  1995 and 1994,  respectively,
                  relating to annuity contracts for which the  contractholder is
                  guaranteed a fixed rate of return.  Separate Account assets of
                  $588,835,051  and  $269,488,557 at December 31, 1995 and 1994,
                  respectively,  consisting  of  long  term  bonds,  short  term
                  securities, transfers due from general account and cash are in
                  support  of these  annuity  contracts,  as  pursuant  to state
                  regulation.

         J.       Income taxes
                  ------------

                  The Company is included in the consolidated federal income tax
                  return with all Skandia Insurance Company Ltd. subsidiaries in
                  the U.S.  The  federal  and  state  income  tax  provision  is
                  computed on a separate  return  basis in  accordance  with the
                  provisions of the Internal Revenue Code, as amended.  Prior to
                  1995, the Company filed a separate federal income tax return.

         K.       Translation of Foreign Currency
                  -------------------------------

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

         L.       Estimates
                  ---------

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

                                       


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

             Notes to Consolidated Financial Statements (continued)

         M.       Reinsurance
                  -----------

                  The Company  cedes  reinsurance  under  modified  co-insurance
                  arrangements. The reinsurance arrangements provides 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.

3.       INVESTMENTS

         The carrying value (amortized cost), gross unrealized gains (losses) 
         and estimated market value of investments in fixed maturities by 
         category as of December 31, 1995 and 1994 are shown below.  All 
         securities held at December 31, 1995 are publicly traded.

         Investments in fixed  maturities as of December 31, 1995 consist of the
         following:
<TABLE>
<CAPTION>
         <S>                           <C>               <C>                 <C>                    <C>  
                                                            Gross               Gross
                                       Amortized         Unrealized          Unrealized              Market
                                         Cost               Gains              Losses                 Value
         U.S. Government
         Obligations                   $ 4,304,731         $183,201              $1,778             $4,486,154

         Obligations of
         State and Political
         Subdivisions                      256,095                0               3,165                252,930

         Corporate
         Securities                      5,551,879           13,252                 346              5,564,785
                                     -------------       ----------            --------           ------------

         Totals                        $10,112,705         $196,453              $5,289            $10,303,869
                                       ===========         ========              ======            ===========
</TABLE>

         The amortized cost and market value of fixed maturities, by contractual
         maturity, at December 31, 1995 are shown below.
<TABLE>
<CAPTION>
         <S>                                         <C>                             <C>   
                                                        Amortized                        Market
                                                          Cost                            Value

         Due in one year or less                     $    379,319                    $    393,745

         Due after one through five years               6,358,955                       6,519,880

         Due after five through ten years               3,374,431                       3,390,244
                                                     ------------                   -------------

                                                      $10,112,705                     $10,303,869
                                                      ===========                     ===========
</TABLE>
                                       


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

             Notes to Consolidated Financial Statements (continued)


         Investments in fixed  maturities as of December 31, 1994 consist of the
         following:
<TABLE>
<CAPTION>
         <S>                           <C>               <C>                 <C>                    <C>
                                                           Gross               Gross
                                       Amortized         Unrealized          Unrealized              Market
                                         Cost               Gains              Losses                 Value
         U.S. Government
         Obligations                    $3,796,390           $2,119            $156,759             $3,641,750

         Obligations of
         State and Political
         Subdivisions                      261,852                0               9,156                252,696

         Corporate
         Securities                      5,563,623                0             547,023              5,016,600
                                       -----------       ----------           ---------            -----------

         Totals                         $9,621,865           $2,119            $712,938             $8,911,046
                                        ==========           ======            ========             ==========
</TABLE>
         Proceeds from maturities and sales of fixed maturity investments during
         1995,  1994  and  1993,  were  $100,000,  $2,010,000  and  $10,971,574,
         respectively.

<TABLE>
<CAPTION>

         Gross gains and gross losses realized were as follows:

         <S>               <C>                     <C>   
                                  Gross                 Gross
                                  Gains                Losses
                                  -----                ------
                                  
         1995              $           0           $         0

         1994              $           0           $         0

         1993                   $329,000           $         0

</TABLE>
                                       19


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

             Notes to Consolidated Financial Statements (continued)

         The  cost,   gross  unrealized  gains  (losses)  and  market  value  of
         investments  in mutual  funds at  December  31, 1995 and 1994 are shown
         below:
<TABLE>
<CAPTION>
        <S>                          <C>                 <C>                 <C>                <C>   
                                                            Gross               Gross
                                                         Unrealized          Unrealized          Market
                                         Cost               Gains              Losses             Value

         1995                        $1,617,516            $111,686           $     327         $1,728,875
                                     ==========            ========           =========         ==========

         1994                        $  882,292            $  4,483           $  46,138         $  840,637
                                     ==========            ========           =========         ==========
</TABLE>

         Proceeds from sales of investments in mutual funds during 1995 and 1994
were $867,744 and $38,588.

         Mutual fund gross gains and gross losses were as follows:
<TABLE>
<CAPTION>
         <S>                     <C>                   <C>
                                  Gross                 Gross
                                  Gains                Losses
                                  -----                ------

         1995                    $65,236               $28,462
                                 =======               =======

         1994                   $    510               $ 2,452
                                ========               =======
</TABLE>

4.       NET INVESTMENT INCOME

         Additional  information  with respect to net investment  income for the
         years ended December 31, 1995, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
                                                       1995                    1994                    1993
                                                       ----                    ----                    ----
<S>                                                <C>                     <C>                       <C>     
         Fixed Maturities                          $   629,743             $   616,987               $409,552
         Mutual Funds                                   59,895                  12,049                      0
         Short-Term Investments                        256,351                 142,421                394,545
         Cash and Cash Equivalents                     730,581                 633,298                 15,034
         Interest on Policy Loans                        4,025                   1,275                  1,015
                                                 -------------           -------------             ----------

         Total Investment Income                     1,680,595               1,406,030                820,146

         Investment Expenses                            79,921                 105,813                127,388
                                                  ------------             -----------              ---------

         Net investment income                      $1,600,674              $1,300,217               $692,758
                                                    ==========              ==========               ========
</TABLE>
                                       

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

             Notes to Consolidated Financial Statements (continued)

5.       INCOME TAXES

         Deferred  income  taxes  reflect the net tax  effects of (a)  temporary
         differences  between the carrying amounts of assets and liabilities for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes, and (b) operating loss and tax credit carryforwards.  The tax
         effects of  significant  items  comprising  the Company's  deferred tax
         balance as of December 31, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
                                                                    1995                  1994
                                                                    ----                  ----
         Deferred Tax (Liabilities):
<S>                                                             <C>                   <C>          
             Deferred acquisition costs                         ($57,399,960)         ($37,885,053)
             Payable to reinsurer                                (19,802,861)          (12,754,591)
             Unrealized investment gains and losses                  (38,976)               14,579
             Other                                                  (308,304)             (214,505)
                                                              --------------        --------------

             Total                                              ($77,550,101)         ($50,839,570)
                                                                ------------          ------------

         Deferred Tax Assets:
             Deferred contract charge                          $     116,218         $     157,396
             Net separate account liabilities                     72,024,094            51,637,155
             Reserve for future contractowner benefits            10,672,556             3,997,833
             Net operating loss carryforward                               0             1,813,670
             AMT credit carryforward                                 286,094                     0
             Foreign exchange translation                            114,888                     0
             Other                                                 3,661,104               878,030
                                                                ------------         -------------

             Total                                               $86,874,954           $58,484,084
                                                                 -----------           -----------

             Net before valuation allowance                     $  9,324,853          $  7,644,514

             Valuation allowance                                  (9,324,853)           (7,644,514)
                                                                ------------          ------------

             Net deferred tax balance                      $               0     $               0
                                                           -----------------     -----------------
</TABLE>

         The significant components of federal tax expense are as follows:
<TABLE>
<CAPTION>
                                                              1995               1994               1993
                                                              ----               ----               ----

<S>                                                       <C>                  <C>                <C>     
         Current tax expense                              $   394,648          $184,771           $182,965

         Deferred tax benefit:
             (exclusive of the effects of
             the change in valuation allowance)            (1,680,339)         (365,288)          (404,480)

         Change in valuation allowance                      1,680,339           365,288            404,480
                                                          -----------        ----------          ---------

         Total deferred tax expense                                 0                 0                  0
                                                         ------------        ----------          ---------

         Total income tax expense                        $    394,648          $184,771           $182,965

                                                         ============          ========           ========
</TABLE>
                                       

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

             Notes to Consolidated Financial Statements (continued)

         The state income tax expense was $2,712 and $62,658 for the years ended
         1995 and 1994, respectively.

         The federal income tax expense was different  from the amount  computed
         by applying  the federal  statutory  tax rate of 35% to pre-tax  income
         from continuing operations as follows:
<TABLE>
<CAPTION>
                                                               1995              1994               1993
                                                               ----              ----               ----
<S>                                                        <C>                 <C>              <C>       
         Income (loss) before taxes                        ($2,170,660)        $106,921         $2,237,806
             Income tax rate                                        35%              35%                35%
                                                           ------------       ----------        -----------

         Tax expense at federal
             statutory income tax rate                        (759,731)          37,422            783,232

         Tax effect of:

             Permanent tax differences                        (253,101)         (82,188)            63,535

             Difference between financial
                statement and taxable income                 2,986,464        3,161,331          2,414,254

             Utilization of net operating
                loss carryforwards                          (1,487,144)      (3,116,565)        (3,261,021)

             Utilization of AMT credits                        (91,840)               0                  0

         Alternative minimum tax                                     0          184,771            182,965
                                                        --------------      -----------        -----------

         Income tax expense                                $   394,648       $  184,771         $  182,965
                                                           ===========       ==========         ==========
</TABLE>

6.       RELATED PARTY TRANSACTIONS

         Certain operating costs (including  personnel,  rental of office space,
         furniture,  and equipment) and investment expenses have been charged to
         the  Company  at cost by  American  Skandia  Information  Services  and
         Technology  Corporation,  an  affiliated  company;  and  likewise,  the
         Company has charged  operating  costs to  American  Skandia  Investment
         Services,  Incorporated,  an affiliated  company.  Income  received for
         these items was  $396,573,  $248,799  and  $146,134 for the years ended
         December 31, 1995, 1994 and 1993,  respectively.  The total cost to the
         Company for these items was $12,687,337,  $8,524,840 and $3,537,566 for
         the years ended December 31, 1995, 1994 and 1993, respectively. Amounts
         receivable from  affiliates  under this  arrangement  were $857,156 and
         $317,285  as of  December  31,  1995 and  1994,  respectively.  Amounts
         payable to affiliates under this arrangement were $304,525 and $261,552
         as of December 31, 1995 and 1994, respectively.

                                       

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

             Notes to Consolidated Financial Statements (continued)

7.       LEASES

         The Company leases office space under a lease agreement  established in
         1989 with an  affiliate  (American  Skandia  Information  Services  and
         Technology Corporation).  The lease expense for 1995, 1994 and 1993 was
         $1,265,771, $961,080 and $280,363,  respectively.  Future minimum lease
         payments  per year and in  aggregate  as of  December  31,  1995 are as
         follows:

                           1996                               1,178,550
                           1997                               1,178,550
                           1998                               1,178,550
                           1999                               1,178,550
                           2000 and thereafter                6,831,312
                                                            -----------

                           Total                            $11,545,512
                                                            ===========

8.       RESTRICTED ASSETS

         In  order  to  comply  with  certain   state   insurance   departments'
         requirements, the Company maintains bonds/notes on deposit with various
         states. The carrying value of these deposits amounted to $3,267,357 and
         $3,410,135  as of December  31,  1995,  and 1994,  respectively.  These
         deposits  are  required  to  be  maintained   for  the   protection  of
         contractowners within the individual states.

9.       RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         Statutory basis shareholder's equity was $132,493,899,  $95,001,971 and
         $60,666,243 at December 31, 1995, 1994 and 1993, respectively.

         The statutory  basis net income (loss) was  ($7,183,003),  ($9,789,297)
         and  $387,695 for the years ended  December  31,  1995,  1994 and 1993,
         respectively.

         Under state insurance laws, the maximum amount of dividends that can be
         paid  shareholders  without  prior  approval  of  the  state  insurance
         departments is subject to  restrictions  relating to statutory  surplus
         and net gain from  operations.  At December 31, 1995, no amounts may be
         distributed without prior approval.

10.      EMPLOYEE BENEFITS

         In 1989, the Company  established a 401(k) plan for which substantially
         all  employees  are  eligible.  Company  contributions  to this plan on
         behalf of the participants were $627,161, $431,559 and $250,039 for the
         years ended December 31, 1995, 1994 and 1993, respectively.

         The Company has a long-term  incentive  plan where units are awarded to
         executive  officers  and  other  personnel.  The  program  consists  of
         multiple  plans.  A  new  plan  is  instituted  each  year.  Generally,
         participants  must remain  employed by the Company or its affiliates at
         the time such units are payable in order to receive any payments  under
         the plan. The accrued  liability  representing the value of these units
         is  $4,600,831  and  $1,564,407  as of  December  31,  1995  and  1994,
         respectively.
                                       

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

             Notes to Consolidated Financial Statements (continued)

         In 1994, the Company established a deferred  compensation plan which is
         available to the internal field marketing  staff and certain  officers.
         Company  contributions to this plan on behalf of the participants  were
         $139,209 in 1995 and $106,882 in 1994.

11.      REINSURANCE

         The effect of the  reinsurance  agreements on the Company's  operations
         was to reduce annuity charges and fee income, death benefit expense and
         policy reserves. The effect of reinsurance for the years ended December
         31, 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                     1995
- ----------------------------------------------------------------------------------------------
         <S>               <C>                     <C>                      <C> 
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners
                           ----------------         ---------------         -----------------

         Gross                $50,334,280            ($4,790,714)             $10,945,831
         Ceded                 11,496,922               1,988,042                 332,973
                            -------------            -------------          -------------
         Net                  $38,837,358            ($6,778,756)             $10,612,858
                              ===========            ===========              ===========
</TABLE>

                                1994                      1993
                           ----------------        ----------------
                                Annuity                 Annuity
                           Charges and Fees        Charges and Fees
                           ----------------        ----------------

         Gross                $30,116,166             $12,446,277
         Ceded                  5,336,381                  693,293
                            -------------            -------------
         Net                  $24,779,785             $11,752,984
                              ===========             ===========


         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
         agreements.

                                      


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

             Notes to Consolidated Financial Statements (continued)

12.      SURPLUS NOTES

         During 1995, the Company received $34 million from its parent in 
         exchange for three surplus notes.  The amounts were $10 million, $15
         million and $9 million, at interest rates of 7.52%, 7.49% and 7.47%, 
         respectively.  Interest expense for these notes was $83,281 for the 
         year ended December 31, 1995.

         During  1994,  the  Company  received  $49  million  from its parent in
         exchange for four surplus notes, two in the amount of $10 million,  one
         in the amount of $15 million and one in the amount of $14  million,  at
         interest rates of 7.28%, 7.90%, 9.13% and 9.78%, respectively. Interest
         expense for these notes was  $4,319,612  and  $1,618,504  for the years
         ended December 31, 1995 and 1994, respectively.

         During  1993,  the  Company  received  $20  million  from its parent in
         exchange  for a surplus  note in the  amount of $20  million at a 6.84%
         interest  rate.   Interest   expense  for  this  note  was  $1,387,000,
         $1,387,000 and $11,400 for the years ended December 31, 1995,  1994 and
         1993, respectively.

         Payment of interest and repayment of principal for these notes requires
         approval  by the  Commissioner  of the State of  Connecticut.  In 1995,
         approval was granted for the payment of surplus note  interest with the
         stipulation that it be funded through a capital  contribution  from the
         Parent.

13.      SHORT-TERM BORROWING

         During 1993, the Company received a $10 million loan from Skandia AB, a
         Swedish affiliate. Upon the last renewal the loan became payable to the
         Parent  rather than  Skandia AB. The loan  matures on March 6, 1996 and
         bears interest at 6.75.%. The total interest expense to the Company was
         $709,521,  $569,618 and $149,861 for the years ended December 31, 1995,
         1994 and 1993, respectively,  of which $219,375 and $50,174 was payable
         as of December 31, 1995 and 1994, respectively.

14.      CONTRACT WITHDRAWAL PROVISIONS

         Approximately  98% of the Company's  separate  account  liabilities are
         subject to  discretionary  withdrawal  with market value  adjustment by
         contractholders.  Separate  account  assets which are carried at market
         value are adequate to pay such withdrawals  which are generally subject
         to surrender  charges  ranging from 7.5% to 1% for contracts  held less
         than 7 years.

                                       


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

             Notes to Consolidated Financial Statements (continued)

15.      QUARTERLY FINANCIAL DATA (UNAUDITED)

         The  following  table  summarizes   information  with  respect  to  the
         operations of the Company.
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                             ------------------
                1995                              March 31            June 30         September 30       December 31
                ----                              --------            -------         ------------       -----------

         Premiums and other insurance
<S>                                             <C>                   <C>              <C>               <C>        
            revenues                            $  8,891,903          $10,066,478      $11,960,530       $14,189,048
         Net investment income                       551,690              434,273          293,335           321,376
         Net realized capital gains (losses)         (16,082)                (370)          44,644             8,582
                                               -------------     ----------------   --------------   ---------------
         Total revenues                         $  9,427,511          $10,500,381      $12,298,509       $14,519,006
                                                ============          ===========      ===========       ===========

         Benefits and expenses                   $11,438,798         $  9,968,595      $11,600,587       $15,908,087
                                                 ===========         ============      ===========       ===========

         Net income (loss)                      ($ 2,026,688)       $     531,486    $     678,312       ($1,751,130)
                                                 ============       =============    =============       ===========

                                                                             Three Months Ended
                1994                              March 31            June 30         September 30       December 31
                ----                              --------            -------         ------------       -----------
         Premiums and other insurance
            revenues                              $5,594,065           $6,348,777       $7,411,686        $7,631,608
         Net investment income                       252,914              336,149          264,605           446,549
         Net realized capital gains (losses)               0              (30,829)          25,914             2,973
                                            -----------------       -------------    --------------    -------------
         Total revenues                           $5,846,979           $6,654,097       $7,702,205        $8,081,130
                                                  ==========           ==========       ==========        ==========

         Benefits and expenses                    $5,701,460           $7,883,829       $8,157,535        $6,434,666
                                                  ==========           ==========       ==========        ==========

         Net income (loss)                       $   104,636          ($1,257,768)       ($503,793)       $1,516,417
                                                 ============         ===========        =========        ==========
</TABLE>
                                         
<PAGE>



                                   APPENDIX B

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


The  investment  objectives  for each  underlying  mutual fund are in bold face.
Please  refer  to the  prospectuses  of each  underlying  mutual  fund  for more
complete details and risk factors applicable to certain portfolios.


                             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.

Lord Abbett Growth and Income  Portfolio:  The investment  objective of the Lord
Abbett  Growth and Income  Portfolio is  long-term  growth of capital and income
while attempting to avoid excessive fluctuations in market value. This objective
will be pursued by  investing  in  securities  which are  selling at  reasonable
prices in relation to value. Normally, investments will be made in common stocks
of seasoned companies which are expected to show above-average  growth and which
the Sub-advisor believes to be in sound financial condition.
    

Seligman Henderson  International Equity Portfolio:  The investment objective of
Seligman   Henderson   International   Equity  Portfolio  is  long-term  capital
appreciation   consistent  with   preservation  of  capital   primarily  through
investment in securities of non-United States issuers.  The portfolio may invest
in  securities of issuers  domiciled in any country but under normal  conditions
investments  may be  made in two  principal  regions:  The  United  Kingdom  and
Continental  Europe;  and the  Pacific  Basin  Countries.  Continental  European
countries may include,  from time to time, Austria,  Belgium,  Denmark,  Federal
Republic  of Germany,  Finland,  France,  Greece,  Ireland,  Italy,  Luxembourg,
Netherlands,  Norway, Portugal, Spain, Sweden and Switzerland.  Countries in the
Pacific Basin may include Australia,  Hong Kong, India, Japan, Korea,  Malaysia,
New Zealand,  People's Republic of China,  Philippines,  Singapore,  Taiwan, and
Thailand.  The portfolio  believes that it will usually have assets  invested in
both of these  regions.  Although  under normal market  conditions the portfolio
will invest in a minimum of five countries,  it may have assets invested in many
of the above  countries.  Investments will not normally be made in securities of
issuers located in the United States or Canada.






Seligman Henderson  International Small Cap Portfolio:  The investment objective
of the Seligman Henderson International Small Cap Portfolio is long-term capital
appreciation.  The portfolio seeks to achieve this objective primarily by making
international investments in securities of companies with small to medium market
capitalizations.  The portfolio may invest in securities of issuers domiciled in
any country. Under normal conditions investments will be made in three principal
regions:  The United  Kingdom/Continental  Europe;  the Pacific Basin; and Latin
American.  Under  normal  market  conditions,  the  portfolio's  assets  will be
invested in securities of issuers located in at least three different countries.
Investments  will not normally be made in securities  of issuers  located in the
United States or Canada. Some of the countries in which the portfolio may invest
may be considered to be developing and may involve special risks.  The portfolio
may  invest in all types of  securities,  most of which will be  denominated  in
currencies  other than the U.S.  dollar.  The portfolio will normally invest its
assets in equity securities, including common stock, securities convertible into
common  stock,  depository  receipts  for these  securities  and  warrants.  The
portfolio may,  however,  invest up to 25% of its assets in preferred  stock and
debt  securities  if the  Sub-advisor  believes  that the  capital  appreciation
available from an investment in such securities will equal or exceed the capital
appreciation available from an investment in equity securities. In extraordinary
circumstances,  the  portfolio  may invest  for  temporary  defensive  purposes,
without limit, in large capitalization  companies or increase its investments in
debt securities.

Equity  securities in which the portfolio will invest may be listed on a foreign
stock  exchange  or traded in foreign  over-the-counter  markets.  Under  normal
market conditions, the portfolio will invest at least 65% of its total assets in
securities of small-to medium-sized  companies with market capitalizations up to
$750  million,  although  up to 35% of  its  total  assets  may be  invested  in
securities of companies with market  capitalizations  over $750 million There is
no  requirement  that the debt  securities  in which the portfolio may invest be
rated by a recognized rating agency.  However, it is the portfolio's policy that
investments in debt securities,  whether rated or unrated,  will be made only if
they  are  "investment   grade"  securities  or  are,  in  the  opinion  of  the
Sub-advisor,  of  equivalent  quality  to  "investment  grade"  securities.  The
portfolio  may also invest in  securities  represented  by  European  Depository
Receipts ("EDRs") or American Depository Receipts ("ADRs"). Investments in small
companies may involve greater risks, such as limited product lines,  markets and
financial or managerial  resources.  Less  frequently-traded  securities  may be
subject to more abrupt price movements than securities of larger companies.

Federated  Utility Income Portfolio:  The investment  objective of the Federated
Utility Income  Portfolio is to achieve high current income and moderate capital
appreciation by investing primarily in a professionally  managed and diversified
portfolio of equity and debt  securities  of utility  companies.  The  portfolio
intends to achieve its  investment  objective  by  investing  in equity and debt
securities of utility  companies  that produce,  transmit or distribute  gas and
electric  energy  as  well  as  those  companies  that  provide   communications
facilities, such as telephone and telegraph companies. As a matter of investment
policy that can be changed without  shareholder  vote, the portfolio will invest
at least 65% of its total assets in securities of utility companies.

Federated High Yield Portfolio:  The investment  objective of the Federated High
Yield  Portfolio  is to seek high  current  income by  investing  primarily in a
diversified  portfolio of fixed income securities.  The portfolio will invest at
least 65% of its assets in  lower-rated  fixed income  bonds.  Lower-rated  debt
obligations are generally considered to be high-risk investments.  The corporate
debt  obligations  in which the  portfolio  invests are usually not in the three
highest rating categories of a nationally  recognized rating  organization (AAA,
AA, or A for  Standard & Poor's  and Aaa,  Aa or A for  Moody's)  but are in the
lower rating  categories or are unrated but are of  comparable  quality and have
speculative characteristics or are speculative. Lower-rated or unrated bonds are
commonly referred to as "junk bonds".  There is no minimal acceptable rating for
a security to be purchased or held in the portfolio, and the portfolio may, from
time to time,  purchase or hold securities  rated in the lowest rating category.
Under normal  circumstances,  the portfolio will not invest more than 10% of the
value of its total assets in equity  securities.  The fixed income securities in
which the  portfolio  may invest  include,  but are not  limited  to:  preferred
stocks,  bonds,  debentures,  notes,  equipment lease certificates and equipment
trust certificates.  The portfolio will invest primarily in fixed rate corporate
debt obligations.

AST Phoenix Balanced Asset  Portfolio:  The AST Phoenix Balanced Asset Portfolio
seeks as its investment objectives  reasonable income,  long-term capital growth
and conservation of capital.  The portfolio  intends to invest based on combined
considerations of risk,  income,  capital  enhancement and protection of capital
value. The portfolio may invest in any type or class of security.  Normally, the
portfolio will invest in common stocks and fixed income securities;  however, it
may also invest in securities  convertible  into common stocks.  At least 25% of
the value of its assets will be invested in fixed income senior securities.  The
portfolio  may also  engage in  certain  options  transactions  and  enter  into
financial  futures  contracts and related  options for hedging  purposes and may
invest  in  deferred  or zero  coupon  debt  obligations.  In  implementing  the
investment  objectives of the portfolio,  the sub-advisor will select securities
believed to have potential for the production of current  income,  with emphasis
on securities that also have potential for capital enhancement.  In an effort to
protect  its  assets  against  major  market  declines,  or for other  temporary
defensive purposes, the portfolio may actively pursue a policy of retaining cash
or investing part or all of its assets in cash  equivalents,  such as government
securities and high grade commercial paper.

AST Money Market  Portfolio:  The investment  objectives of the AST Money Market
Portfolio are to maximize  current income and maintain high levels of liquidity.
This   portfolio   attempts  to  accomplish  its  objectives  by  maintaining  a
dollar-weighted  average  maturity of not more than 90 days and by  investing in
the types of securities  described below which have effective  maturities of not
more than 397 days.  Investments  may include  obligations  of the United States
government,  its agencies or  instrumentalities;  certificates of deposit,  time
deposits and bankers'  acceptances of certain financial  institutions which have
more than $2 billion in total  assets;  commercial  paper and  corporate  bonds;
asset-backed  securities;  and  repurchase  and reverse  repurchase  agreements.
Securities may be purchased on a when-issued or delayed delivery basis.  Subject
to applicable investment  restrictions,  the AST Money Market Portfolio also may
lend its securities.
   
T. Rowe Price Asset  Allocation  Portfolio:  The investment  objective of the T.
Rowe Price Asset Allocation Portfolio is to seek a high level of total return by
investing   primarily  in  a  diversified  group  of  fixed  income  and  equity
securities.  The Portfolio is designed to balance the potential  appreciation of
common  stocks with the income and  principal  stability  of bonds over the long
term. Under normal market  conditions over the long-term,  the Portfolio expects
to allocate its assets so that approximately 40% of such assets will be in fixed
income securities and approximately 60% in equity securities.

The  Portfolio's  fixed income  securities  will be allocated  among  investment
grade, high yield and non-dollar debt securities.  The weighted average maturity
for this  portion of the  Portfolio is  generally  expected to be  intermediate,
although  it  may  vary  significantly.  High-yielding,   income-producing  debt
securities (commonly referred to as "junk bonds") and preferred stocks including
convertible securities may be purchased without regard to maturity, however, the
average maturity of the bonds is expected to be approximately 10 years, although
it may vary if market  conditions  warrant.  Quality will  generally  range from
lower-medium  to low and the Portfolio may also purchase bonds in default if, in
the  opinion of the  Sub-advisor,  there is  significant  potential  for capital
appreciation.

The  Portfolio's  equity  securities will be allocated among large and small-cap
U.S. and  non-dollar  equity  securities.  Large-cap will generally be stocks of
well-established companies with capitalization over $1 billion which can produce
increasing  dividend income.  Small-cap will be common stocks of small companies
or companies which offer the possibility of accelerated  earnings growth because
of rejuvenated  management,  new products or structural  changes in the economy.
Current income is not a factor in the selection of these stocks.

The Portfolio will generally trade in securities (either common stocks or bonds)
for  short-term  profits,  but, when  circumstances  warrant,  securities may be
purchased and sold without regard to the length of time held.

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
from long-term growth of capital and income,  principally through investments in
common stocks of established, non-U.S. companies. Investments may be made solely
for capital appreciation or solely for income or any combination of both for the
purpose of achieving a higher overall  return.  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.

T. Rowe Price Natural Resources:  The investment  objective of the T. Rowe Price
Natural  Resources  Portfolio  is to seek  long-term  growth of capital  through
investment  primarily in common stocks of companies which own or develop natural
resources  and other basic  commodities.  Current  income is not a factor in the
selection of stocks for investment by the  Portfolio.  Total return will consist
primarily of capital  appreciation (or depreciation).  The Portfolio will invest
primarily (at least 65% of its total assets) in common stocks of companies which
own or develop natural resources and other basic  commodities.  However,  it may
also purchase other types of securities,  such as selected,  non-resource growth
companies,  foreign  securities,   convertible  securities  and  warrants,  when
considered  consistent with the Portfolio's  investment  objective and policies.
The Portfolio may also engage in a variety of investment  management  practices,
such as buying and selling futures and options.

Some of the most  important  factors  evaluated by the  Sub-advisor in selecting
natural resource companies are the capability for expanded production,  superior
exploration programs and production facilities,  and the potential to accumulate
new  resources.  The  Portfolio  expects  to  invest in those  natural  resource
companies  which own or  develop  energy  sources  (such as oil,  gas,  coal and
uranium),  precious metals,  forest products,  real estate,  nonferrous  metals,
diversified resources,  and other basic commodities which, in the opinion of the
Sub-advisor,  can be produced and marketed  profitably  during periods of rising
labor  costs and prices.  However,  the  percentage  of the  Portfolio's  assets
invested  in natural  resource  and  related  businesses  versus the  percentage
invested in  non-resource  companies  may vary greatly  depending  upon economic
monetary  conditions  and the outlook  for  inflation.  The  earnings of natural
resource companies may be expected to follow irregular  patterns,  because these
companies are particularly  influenced by the forces of nature and international
politics.  Companies  which own or develop  real estate might also be subject to
irregular  fluctuations  of earnings,  because  these  companies are affected by
changes in the availability of money, interest rates, and other factors.

The  Portfolio  may invest up to 50% of its total assets in foreign  securities.
These include non-dollar  denominated  securities traded outside of the U.S. and
dollar  denominated  securities  traded in the U.S. (such as ADRs).  Some of the
countries in which the  Portfolio  may invest may be considered to be developing
and may involve special risks.  The Portfolio will not purchase a non-investment
grade debt  security  (or junk bond) if  immediately  after  such  purchase  the
Portfolio  would  have  more  than  10% of its  total  assets  invested  in such
securities.  Junk bonds are regarded as predominantly speculative and high risk.
The  Portfolio  may invest up to 10% of its total assets in hybrid  instruments.
Such  instruments  may take a variety of forms,  such as debt  instruments  with
interest  or  principal  payments  determined  by  reference  to the  value of a
currency, security index or commodity at a future point in time.

T. Rowe Price International Bond Portfolio: The T. Rowe Price International Bond
Portfolio  seeks to provide  high  current  income and capital  appreciation  by
investing in high-quality, non dollar-denominated government and corporate bonds
outside the United States. The Portfolio is intended for long-term investors who
can accept the risks  associated with investing in  international  bonds.  Total
return consists of income after expenses,  bond price gains (or losses) in terms
of the local currency and currency gains (or losses). The value of the Portfolio
will fluctuate in response to various  economic  factors,  the most important of
which are fluctuations in foreign currency exchange rates and interest rates.

The  Portfolio  will  invest at least 65% of its  assets  in  high-quality,  non
dollar-denominated  government  and corporate  bonds outside the United  States.
Because  the  Portfolio's  investments  are  primarily  denominated  in  foreign
currencies,  exchange  rates are  likely to have a  significant  impact on total
Portfolio  performance.  Investors  should be aware that exchange rate movements
can be significant and endure for long periods of time.

The Portfolio may also invest up to 20% of its assets in below investment-grade,
high-risk  bonds,  including  bonds in default or those with the lowest  rating.
Defaulted bonds are acquired only if the Sub-advisor  foresees the potential for
significant capital  appreciation.  Securities rated below  investment-grade are
commonly  referred to as "junk bonds" and involve  greater price  volatility and
higher  degrees of  speculation  with  respect to the payment of  principal  and
interest than higher quality fixed-income securities.

The  Portfolio  may also invest  more than 5% of its assets in the  fixed-income
securities of individual foreign  governments.  The Portfolio generally will not
invest more than 5% of its assets in any individual corporate issuer.  Since, as
a  nondiversified  investment  company,  the  Portfolio is permitted to invest a
greater  proportion  of its  assets in the  securities  of a  smaller  number of
issuers, the Portfolio may be subject to greater credit risk with respect to its
portfolio   securities   than  an  investment   company  that  is  more  broadly
diversified.

Because of the Portfolio's long-term investment objective,  investors should not
rely on an investment in the Portfolio for their short-term  financial needs and
should not view the Portfolio as a vehicle for playing  short-term swings in the
international  bond and foreign exchange markets.  Shares of the Portfolio alone
should not be regarded as a complete investment program.  Also, investors should
be aware that  investing in  international  bonds may involve a higher degree of
risk than investing in U.S. bonds.
    
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.

Robertson  Stephens Value + Growth  Portfolio:  The investment  objective of the
Robertson Stephens Value + Growth Portfolio is to seek capital appreciation. The
Portfolio will invest primarily in growth companies  believed by the Sub-advisor
to have favorable  relationships between  price/earnings ratios and growth rates
in sectors offering the potential for above-average returns.

In selecting  investments for the Portfolio,  the Sub-advisor's primary emphasis
is typically on evaluating a company's  management,  growth prospects,  business
operations, revenues, earnings, cash flows, and balance sheet in relationship to
its share  price.  The  Sub-advisor  may select  stocks  which it  believes  are
undervalued   relative  to  the  current  stock  price.   When  the  Sub-advisor
anticipates that the price of a security will decline,  it may sell the security
short  and  borrow  the same  security  from a broker  or other  institution  to
complete the sale.

The  Portfolio  may invest a  substantial  portion  of its assets in  securities
issued by small companies.  Such companies may offer greater  opportunities  for
capital  appreciation than larger  companies,  but investments in such companies
may involve  certain  special risks such as limited  product lines,  markets and
financial or  managerial  resources.  These  securities  may be less  frequently
traded and the values may fluctuate more sharply than other securities.

The Portfolio  may invest up to 35% of its net assets in securities  principally
traded in foreign markets.  The Portfolio may buy or sell foreign currencies and
options and futures  contracts  on foreign  currencies  for hedging  purposes in
connection with its foreign investments.  The Portfolio may also at times invest
a  substantial  portion of their assets in  securities  of issuers in developing
countries. Although many of the securities in which the Portfolio may invest are
traded on securities  exchanges,  the Portfolio may trade in limited volume, and
the exchanges may not provide all of the conveniences or protections provided by
securities exchanges in more developed markets.

At times,  the Portfolio may invest more than 25% of its assets in securities of
issuers in one or more  market  sectors  such as, for  example,  the  technology
sector.  A market  sector  may be made up of  companies  in a number of  related
industries. The Portfolio would only concentrate its investments in a particular
market sector if the Sub-advisor were to believe the investment return available
from  concentration in that sector justifies any additional risk associated with
concentration in that sector.

                             The Alger American Fund

Alger American Growth Portfolio:  The investment objective of the Alger American
Growth Portfolio is long-term capital appreciation. Income is a consideration in
the  selection  of  investments  but  is  not  an  investment  objective  of the
portfolio.  It seeks to achieve its objective by investing in equity securities,
such as common or  preferred  stocks  that are listed on a  national  securities
exchange, or securities  convertible into or exchangeable for equity securities,
including  warrants and rights,  often selected by the investment manager on the
basis of original  research  produced by its research  analysts.  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,
have total market capitalization of $1 billion or greater.

   
Alger American Small Capitalization  Portfolio:  The investment objective of the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total  market  capitalization  within  the range of  companies  included  in the
Russell 2000 Growth Index,  updated quarterly.  The Russell 2000 Growth Index is
designed to track the performance of small capitalization companies. At the date
of this Prospectus,  the range of market  capitalization  of these companies was
$20 million to $3.0  billion.  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  outside  the range of  companies  included in the
Russell  2000  Growth  Index  and in excess  of that  amount  (up to 100% of its
assets) during temporary defensive periods.

Alger  American  MidCap  Growth  Portfolio:  The  investment  objective  of  the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total market  capitalization  within the range of companies  included in the S&P
MidCap 400 Index,  updated  quarterly.  The S&P MidCap 400 Index is  designed to
track the performance of medium  capitalization  companies.  At the date of this
Prospectus,  the  range of market  capitalization  of these  companies  was $153
million to $8.9 billion.  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  outside the range of companies included in the S&P MidCap
400  Index  and in  excess  of that  amount  (up to 100% of its  assets)  during
temporary defensive periods.
    

                  Neuberger & Berman Advisers Management Trust

(Each  portfolio of the  Neuberger & Berman  Advisers  Management  Trust invests
exclusively  in a  corresponding  series of Advisers  Managers  Trust in what is
sometimes known as a "master/feeder" fund structure.  Therefore,  the investment
objective of each portfolio  matches that of the series of the Advisers Managers
Trust in which the portfolio invests.  Therefore,  the following  information is
presented in terms of the applicable series of the Advisers Management Trust).

     AMT  Partners  Investments:  The  investment  objective of the AMT Partners
Investments is to seek capital growth. This investment objective is
non-fundamental.

The AMT Partners  Investments  invests primarily in common stocks of established
companies,  using the  value-oriented  investment  approach.  The  series  seeks
capital  growth  through an  investment  approach  that is  designed to increase
capital with reasonable risk. Its investment  program seeks securities  believed
to be undervalued  based on strong  fundamentals  such as low  price-to-earnings
ratios, consistent cash flow, and support from asset values.

Up to 15% of the series' net assets may be invested in corporate debt securities
rated below investment  grade or in comparable  unrated  securities.  Securities
rated below investment grade as well as unrated  securities are often considered
to be speculative and usually entail greater risk.

                           Montgomery Variable Series

Emerging  Markets Fund:  The  investment  objective of the  Montgomery  Variable
Series  Emerging  Markets  Fund is  capital  appreciation,  which  under  normal
conditions  it seeks by  investing  at least 65% of its  total  assets in equity
securities  of  companies  in  countries  having  emerging  markets.  For  these
purposes,  the Fund defines an emerging market country as having an economy that
is or would be considered by the World Bank or the United Nations to be emerging
or developing. This Fund considers emerging market companies to be companies the
securities of which are principally  traded in the capital market of an emerging
market  country,  companies that derive at least 50% of their total revenue from
either goods produced or services  rendered in emerging market countries or from
sales made in such emerging market countries, regardless of where the securities
of such companies are principally  traded, or companies organized under the laws
of, and with a principal office in, an emerging market country.

This Fund uses a proprietary, quantitative asset allocation model created by the
Manager.  This  model  employs  mean-variance  optimization,  a process  used in
developed markets based on modern portfolio theory and statistics. Mean-variance
optimization  helps determine the percent of assets to invest in each country to
maximize expected returns for a given risk level. This Fund's aims are to invest
in those  countries that are expected to have the highest  risk/reward  tradeoff
when incorporated into a total portfolio context and to construct a portfolio of
emerging market  investments  approximating the risk level of an internationally
diversified  portfolio of  securities  in  developed  markets.  This  "top-down"
country selection is combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly available information,  and
company visits.

This Fund  invests  primarily in common stock but also may invest in other types
of equity  and  equity  derivatives  securities.  It may invest up to 35% of its
total assets in debt  securities,  including up to 5% in debt  securities  rated
below investment grade. The Fund has the right to purchase securities in foreign
countries.  Accordingly,  shareholders should consider carefully the substantial
risks involved in investing in securities issued by companies and governments of
foreign  nations,  which are in addition to the usual risks inherent in domestic
investments.  While the Fund may  invest in mature  suppliers  of  products  and
services,  and technologies,  the Fund also may invest in smaller companies that
may benefit from the  development  of new products and  services.  These smaller
companies may present greater  opportunities  for capital  appreciation  but may
involve  greater risk than larger,  mature  issuers.  The Fund is  authorized to
invest in medium  quality  (rated or equivalent to BBB by S&P or Baa by Moody's)
and in limited amounts of high risk,  lower quality debt  securities,  sometimes
called "junk bonds," (i.e.,  securities  rated below BBB or Baa) or, if unrated,
deemed to be of  equivalent  investment  quality as  determined  by the Manager.
Medium quality debt securities have speculative characteristics,  and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make  principal  and interest  payments than is the case with higher
grade debt securities. [
                                 Galaxy VIP Fund

GAL Money Market Fund: The Money Market Fund's  investment  objective is to seek
as high a level of current income as is consistent  with liquidity and stability
of  principal.  The Fund seeks to achieve its  objective  by investing in "money
market"  instruments  that are determined by the  investment  adviser to present
minimal credit risk and meet certain rating  criteria.  Instruments  that may be
purchased by the Money Market Fund include  obligations  of domestic and foreign
banks  (including  negotiable  certificates  of  deposit,   non-negotiable  time
deposits,   savings  deposits,  and  bankers'  acceptances);   commercial  paper
(including  variable and floating rate notes);  obligations issued or guaranteed
by the U.S.  Government,  its  agencies  or  instrumentalities;  and  repurchase
agreements issued by financial  institutions  such as banks and  broker/dealers.
These  instruments have remaining  maturities of thirteen months or less (except
for certain variable and floating rate notes and securities  underlying  certain
repurchase agreements).

In accordance with a rule promulgated by the Securities and Exchange Commission,
the Money  Market  Fund will  purchase  only  those  instruments  which meet the
applicable quality requirements  described below. The Money Market Fund will not
purchase a security (other than a U.S. Government  security) unless the security
or the issuer with respect to comparable securities (i) is rated by at least two
nationally recognized statistical rating organizations ("Rating  Organizations")
(such as S&P or Moody's) in the highest category for short-term debt securities,
(ii) is rated by the only Rating  Organization  that has issued a rating in such
Rating  Organization's  highest  category for  short-term  debt, or (iii) if not
rated, the security is determined to be of comparable quality. Determinations of
comparable quality will be made in accordance with procedures established by the
Board of Trustees.

GAL Equity Fund:  The Equity Fund's  investment  objective is to seek  long-term
growth by investing in companies  that the Fund's  investment  adviser  believes
have above-average earnings potential.  The Fund seeks to achieve its investment
objective by investing,  under normal market and economic  conditions,  at least
75% of its total assets in a broadly diversified  portfolio of equity securities
such as common stock,  preferred  stock,  common stock  warrants and  securities
convertible into common stock of companies that the investment  adviser believes
will increase future  earnings to a level above the average  earnings of similar
issuers.  Such  companies  often  retain their  earnings to finance  current and
future growth and, for this reason, generally pay little or no dividends. Equity
securities in which the Fund invests are selected based on analyses of trends in
industries and companies,  earning power, growth features,  quality and depth of
management,  marketing and manufacturing skills,  financial conditions and other
investment criteria. By investing in convertible securities,  the Fund will seek
the opportunity,  through the conversion  feature, to participate in the capital
appreciation of the common stock into which the securities are convertible.

All debt obligations, including convertible bonds, purchased by the Fund will be
rated at the time of purchase in one of the four highest  rating  categories  by
S&P (AAA, AA, A and BBB) or Moody's (Aaa, Aa, A and Baa) or, if not rated,  will
be determined to be of an equivalent  quality by the  investment  adviser.  Debt
securities  rated BBB by S&P or Baa by Moody's are  generally  considered  to be
investment grade securities  although they may have speculative  characteristics
and changes in economic conditions or circumstances are more likely to lead to a
weakened  capacity to make principal and interest  payments than is the case for
higher grade debt obligations.

The Equity Fund may invest indirectly in foreign securities through the purchase
of American  Depository  Receipts  ("ADRs")  and  European  Depository  Receipts
("EDRs").  In  addition,  the Fund may  invest in  securities  issued by foreign
branches of U.S. banks and foreign banks, Canadian commercial paper and Canadian
securities  listed  on a  national  securities  exchange,  and  Europaper  (U.S.
dollar-denominated commercial paper of foreign issuers). The Fund may also write
covered call options.

As a temporary  defensive  measure,  the Fund may invest  without  limitation in
cash,  "money market"  instruments and  obligations  issued or guaranteed by the
U.S.  Government,  its agencies and  instrumentalities at such times and in such
proportions as, in the opinion of the investment  adviser,  prevailing market or
economic conditions warrant.

GAL High Quality Bond Fund: The High Quality Bond Fund's investment objective is
to seek a high level of current income  consistent with prudent risk of capital.
The Fund  invests  its  assets  in  corporate  debt  obligations  such as bonds,
debentures,   obligations   convertible   into  common  stock,   "money  market"
instruments such as bank obligations and commercial paper, in obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities,  and in
debt  obligations of  supranational  entities.  Supranational  entities  include
international  organizations designated or supported by governmental entities to
promote  economic   reconstruction  or  development  and  international  banking
institutions  and related  government  agencies.  Examples of these  include The
International Bank for Reconstruction and Development  ("World Bank"), The Asian
Development  Bank  and  The  InterAmerican   Development  Bank.  Obligations  of
supranational  entities may be supported by appropriated but unpaid  commitments
of their member countries, and there is no assurance that these commitments will
be  undertaken  or met in the future.  The failure by a member  country to honor
such commitments could adversely affect the payment of principal and interest on
these obligations.  The Fund may also invest,  from time to time, in obligations
issued by state and local governmental  issuers  ("Municipal  Securities").  The
purchase  of  Municipal  Securities  may be  advantageous  when,  as a result of
prevailing economic, regulatory or other circumstances,  the performance of such
securities,  on a pretax basis,  is comparable to that of corporate or U.S. debt
obligations.  The High  Quality Bond Fund may enter into  interest  rate futures
contracts to hedge against changes in market values of fixed-income  instruments
that the Fund  holds or intends to  purchase.  At least 65% of the Fund's  total
assets will be invested in  non-convertible  bonds.  Any common  stock  received
through  the  conversion  of  convertible  debt  obligations  will be sold in an
orderly manner as soon as possible.

Under normal market and economic  conditions,  the Fund will invest at least 80%
of its assets in high quality debt  obligations  that are rated,  at the time of
purchase, within the two highest ratings of S&P (AAA and AA) or Moody's (Aaa and
Aa) (or which,  if unrated,  are determined by the  investment  adviser to be of
comparable  quality)  and in  obligations  issued  or  guaranteed  by  the  U.S.
Government,   its  agencies  or  instrumentalities   and  other  "money  market"
instruments.  Unrated  securities will be determined to be of comparable quality
to high  quality debt  obligations  if, among other  things,  other  outstanding
obligations of the issuers of such securities are rated AA or A-2/P-2 or better.
When, in the opinion of the investment  adviser, a defensive  investment posture
is warranted,  the Fund may invest  temporarily  and without  limitation in high
quality, short-term "money market" instruments.

The Fund may also invest up to 5% of its total assets in dollar-denominated high
quality debt obligations of U.S.  companies issued outside the United States. In
addition,  the Fund may  acquire  high  quality  obligations  issued by Canadian
Provincial  Governments  which are similar to U.S.  Municipal  Securities except
that the income  derived  therefrom is fully subject to U.S.  Federal  taxation.
These instruments are denominated in either Canadian or U.S. dollars and have an
established over-the-counter market in the United States.

The Fund seeks to provide a current yield greater than that generally  available
from a portfolio of high quality short-term  obligations.  The High Quality Bond
Fund's average weighted maturity will vary from time to time depending on, among
other things,  current market and economic conditions and the comparative yields
on instruments with different maturities.  The Fund adjusts its average weighted
maturity and its holdings of corporate and U.S.  Government debt securities in a
manner  consistent  with the  investment  adviser's  assessment  of  prospective
changes in  interest  rates.  The  success  of this  strategy  depends  upon the
investment adviser's ability to predict changes in interest rates.

The value of the Fund's portfolio  securities will generally vary inversely with
changes in prevailing  interest rates.  The high quality credit criteria applied
to the selection of portfolio  securities  are intended to reduce  adverse price
changes due to credit considerations.

GAL Asset Allocation Fund: The investment objective of the Asset Allocation Fund
is to seek a high total return by providing  both a current level of income that
is greater than that  provided by the popular  stock market  averages as well as
long-term  growth in the value of the Fund's  assets.  The Fund seeks to achieve
its  investment  objective and at the same time reduce  volatility by allocating
its assets among  short-term  obligations,  common  stock,  preferred  stock and
bonds.  The  proportion of the Fund's  assets  invested in each type of security
will  vary  from  time  to  time  as  a  result  of  the  investment   adviser's
interpretation of economic and market conditions.  However,  at least 25% of the
Fund's  total  assets  will at all  times be  invested  in  fixed-income  senior
securities,  including debt  securities and preferred  stocks.  Debt  securities
purchased  by the Fund will be rated at the time of  purchase in one of the four
highest rating categories by S&P (AAA, AA, A and BBB) or Moody's (Aaa, Aa, A and
Baa) (or which,  if unrated,  are determined by the investment  adviser to be of
comparable  quality).  Debt  securities  rated BBB by S&P or Baa by Moody's  are
generally  considered to be investment grade  securities  although they may have
speculative  characteristics and changes in economic conditions or circumstances
are more likely to lead to a weakened  capacity to make  principal  and interest
payments than is the case for higher grade debt obligations. In selecting common
stock for purchase by the Fund,  the  investment  adviser will analyze trends in
industries and companies,  earning power, growth features,  quality and depth of
management,  marketing and manufacturing skills,  financial conditions and other
investment criteria.

The Asset  Allocation  Fund may also  invest  up to 20% of its  total  assets in
foreign  securities,  either  directly or indirectly  through ADRs and EDRs. The
Fund may write  covered  call  options,  purchase  asset-backed  securities  and
mortgage-backed   securities   and  enter   into   foreign   currency   exchange
transactions.

As a temporary  defensive  measure,  the Fund may invest  without  limitation in
cash,  "money market"  instruments and  obligations  issued or guaranteed by the
U.S.  Government,  its agencies and  instrumentalities at such times and in such
proportions as, in the opinion of the investment adviser,  prevailing market and
economic conditions warrant.

Investments  in  foreign  securities  involve  higher  costs  for the Fund  than
investments in U.S.  securities,  including higher  transaction costs as well as
the  imposition in some cases of additional  taxes by foreign  governments.  For
example,  fixed commissions on foreign stock exchanges are generally higher than
the negotiated commissions on U.S. exchanges and the Fund may be subject in some
cases to withholding and/or transfer taxes. In addition, foreign investments may
include  additional risks associated with currency exchange rates, less complete
financial  information about the issuers,  less market liquidity,  and political
instability. Future political and economic developments, the possible imposition
of withholding taxes on interest income, the possible seizure or nationalization
of foreign holdings,  the possible  establishment of exchange  controls,  or the
adoption of other governmental restrictions,  might adversely affect the payment
of principal and interest on foreign obligations.

Although  the Asset  Allocation  Fund may invest in  securities  denominated  in
foreign  currencies,  the Fund values its  securities  and other  assets in U.S.
dollars.  As a result,  the net asset value of the Fund's  shares may  fluctuate
with U.S.  dollar  exchange  rates as well as with  price  changes of the Fund's
securities in the various local markets and currencies. Thus, an increase in the
value of the U.S.  dollar compared to the currencies in which the Fund makes its
investments  could  reduce the effect of  increases  and  magnify  the effect of
decreases  in the  price  of the  Fund's  securities  in  their  local  markets.
Conversely,  a decrease in the value of the U.S.  dollar will have the  opposite
effect of  magnifying  the  effect  of  increases  and  reducing  the  effect of
decreases  in the prices of the Fund's  securities  in their local  markets.  In
addition to favorable and unfavorable currency exchange-rate  developments,  the
Fund is subject to the possible  imposition of exchange  control  regulations or
freezes on convertibility of currency.

                             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.

Lord Abbett Growth and Income  Portfolio:  The investment  objective of the Lord
Abbett  Growth and Income  Portfolio is  long-term  growth of capital and income
while attempting to avoid excessive fluctuations in market value. This objective
will be pursued by  investing  in  securities  which are  selling at  reasonable
prices in relation to value. Normally, investments will be made in common stocks
of seasoned companies which are expected to show above-average  growth and which
the Sub-advisor believes to be in sound financial condition.
    

Seligman Henderson  International Equity Portfolio:  The investment objective of
Seligman   Henderson   International   Equity  Portfolio  is  long-term  capital
appreciation   consistent  with   preservation  of  capital   primarily  through
investment in securities of non-United States issuers.  The portfolio may invest
in  securities of issuers  domiciled in any country but under normal  conditions
investments  may be  made in two  principal  regions:  The  United  Kingdom  and
Continental  Europe;  and the  Pacific  Basin  Countries.  Continental  European
countries may include,  from time to time, Austria,  Belgium,  Denmark,  Federal
Republic  of Germany,  Finland,  France,  Greece,  Ireland,  Italy,  Luxembourg,
Netherlands,  Norway, Portugal, Spain, Sweden and Switzerland.  Countries in the
Pacific Basin may include Australia,  Hong Kong, India, Japan, Korea,  Malaysia,
New Zealand,  People's Republic of China,  Philippines,  Singapore,  Taiwan, and
Thailand.  The portfolio  believes that it will usually have assets  invested in
both of these  regions.  Although  under normal market  conditions the portfolio
will invest in a minimum of five countries,  it may have assets invested in many
of the above  countries.  Investments will not normally be made in securities of
issuers located in the United States or Canada.
   
T. Rowe Price Asset  Allocation  Portfolio:  The investment  objective of the T.
Rowe Price Asset Allocation Portfolio is to seek a high level of total return by
investing   primarily  in  a  diversified  group  of  fixed  income  and  equity
securities.  The Portfolio is designed to balance the potential  appreciation of
common  stocks with the income and  principal  stability  of bonds over the long
term. Under normal market  conditions over the long-term,  the Portfolio expects
to allocate its assets so that approximately 40% of such assets will be in fixed
income securities and approximately 60% in equity securities.

The  Portfolio's  fixed income  securities  will be allocated  among  investment
grade, high yield and non-dollar debt securities.  The weighted average maturity
for this  portion of the  Portfolio is  generally  expected to be  intermediate,
although  it  may  vary  significantly.  High-yielding,   income-producing  debt
securities (commonly referred to as "junk bonds") and preferred stocks including
convertible securities may be purchased without regard to maturity, however, the
average maturity of the bonds is expected to be approximately 10 years, although
it may vary if market  conditions  warrant.  Quality will  generally  range from
lower-medium  to low and the Portfolio may also purchase bonds in default if, in
the  opinion of the  Sub-advisor,  there is  significant  potential  for capital
appreciation.

The  Portfolio's  equity  securities will be allocated among large and small-cap
U.S. and  non-dollar  equity  securities.  Large-cap will generally be stocks of
well-established companies with capitalization over $1 billion which can produce
increasing  dividend income.  Small-cap will be common stocks of small companies
or companies which offer the possibility of accelerated  earnings growth because
of rejuvenated  management,  new products or structural  changes in the economy.
Current income is not a factor in the selection of these stocks.

The Portfolio will generally trade in securities (either common stocks or bonds)
for  short-term  profits,  but, when  circumstances  warrant,  securities may be
purchased and sold without regard to the length of time held.

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
from long-term growth of capital and income,  principally through investments in
common stocks of established, non-U.S. companies. Investments may be made solely
for capital appreciation or solely for income or any combination of both for the
purpose of achieving a higher overall  return.  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 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.

                             The Alger American Fund

   
Alger American Small Capitalization  Portfolio:  The investment objective of the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total  market  capitalization  within  the range of  companies  included  in the
Russell 2000 Growth Index,  updated quarterly.  The Russell 2000 Growth Index is
designed to track the performance of small capitalization companies. At the date
of this Prospectus,  the range of market  capitalization  of these companies was
$20 million to $3.0  billion.  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  outside  the range of  companies  included in the
Russell  2000  Growth  Index  and in excess  of that  amount  (up to 100% of its
assets) during temporary defensive periods.
    

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>


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                   American Skandia Life Assurance Corporation
           Attention: Concierge Desk [Galaxy Annuity Customer Service]
                                  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 ASAP2 [GAL 4]-PROS (05/96).
================================================================================
================================================================================


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

             -------------------------------------------------------
================================================================================
                                (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 at:

AMERICAN SKANDIA LIFE                                      AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION                                      ASSURANCE CORPORATION
One Corporate Drive                                                 P.O. Box 883
Shelton, Connecticut 06484                            Shelton, Connecticut 06484
Telephone: 1-800-752-6342                             Telephone:  1-800-752-6342
[1-800-444-3970]                                               [1-800-444-3970]


                                 Distributed by:

                    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.


                                                                
                       STATEMENT OF ADDITIONAL lNFORMATION


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  lNFORMATlON IS NOT A PROSPECTUS.  THE  INFORMATION
CONTAINED  HEREIN  SHOULD BE READ IN  CONJUNCTlON  WITH THE  PROSPECTUS  FOR THE
ANNUITIES WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS SETS FORTH INFORMATION THAT A PROSPECTIVE  INVESTOR OUGHT TO KNOW
BEFORE  lNVESTING.  FOR A COPY  OF THE  PROSPECTUS  SEND A  WRITTEN  REQUEST  TO
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION,  P.O. BOX 883, SHELTON, CONNECTICUT
06484, OR TELEPHONE 1-800-752-6342 [1-800-444-3970].


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


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                                    <C>
Item                                                                                                                   Page

General Information Regarding American Skandia Life Assurance Corporation                                                 1
Principal Underwriter                                                                                                     1
Calculation of Performance Data                                                                                           2
Unit Price Determinations                                                                                                 4
Calculating the Market Value Adjustment                                                                                   4
Independent Auditors                                                                                                      5
Legal Experts                                                                                                             6
Appendix A  Financial Statements for  Separate Account B (Class 1 Sub-accounts)                                           6
</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, ASM,  Inc. and American  Skandia  Investment  Services,
Incorporated  ("ASISI"),  formerly American Skandia Life Investment  Management,
Inc., the investment  manager of the American  Skandia Trust,  are  wholly-owned
subsidiaries of American Skandia  Investment  Holding  Corporation.  Most of the
Class 1  Sub-accounts  of  Separate  Account B invest in  portfolios  offered by
American Skandia Trust.

ASAP2[GAL4]-SAI (05/96)


<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, subtracting a hypothetical maintenance fee, 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

                                                                          Incep-                                             Incep-
                                          1        3        5       10   tion-to-            1       3        5       10    tion-to-
                                         Yr.      Yr.      Yr.      Yr.    Date             Yr.     Yr.      Yr.      Yr.     Date

<S>                                    <C>      <C>        <C>      <C>   <C>             <C>     <C>        <C>      <C>    <C>   
JanCap Growth                          28.57%   10.54%     N/A      N/A   12.06%          36.07%  12.16%     N/A      N/A    13.29%
LA Growth and Income                   19.61%   11.17%     N/A      N/A   11.05%          27.11%  12.77%     N/A      N/A    12.07%
Seligman Henderson International Equity 0.91%   12.16%    6.34%     N/A    9.23%           8.41%  13.73%    6.96%     N/A     9.41%
Seligman Henderson International Small
 Cap                                      N/A     N/A      N/A    N/A     -4.06%             N/A    N/A      N/A      N/A     3.44%
AST Phoenix Balanced Asset             13.36%     N/A      N/A      N/A    6.66%          20.86%    N/A      N/A      N/A     8.66%
Fed Utility Inc                        16.86%     N/A      N/A      N/A    5.66%          24.36%    N/A      N/A      N/A     7.69%
Fed High Yield                         10.38%     N/A      N/A      N/A    2.74%          17.88%    N/A      N/A      N/A     6.13%
T. Rowe Price Asset Allocation         14.12%     N/A      N/A      N/A    5.92%          21.62%    N/A      N/A      N/A     9.20%
T. Rowe Price International Equity      1.99%     N/A      N/A      N/A   -1.64%           9.49%    N/A      N/A      N/A     1.89%
T. Rowe Price Natural Resources          N/A      N/A      N/A      N/A    7.94%            N/A     N/A      N/A      N/A    15.44%
T. Rowe Price International Bond(1)     2.00%     N/A      N/A      N/A   -1.26%           9.50%    N/A      N/A      N/A     2.94%
Founders Capital Appreciation          23.21%     N/A      N/A      N/A   15.26%          30.71%    N/A      N/A      N/A    18.29%
INVESCO Equity Income                  20.75%     N/A      N/A      N/A    7.84%          28.25%    N/A      N/A      N/A    11.07%
PIMCO Total Return Bond                 9.59%     N/A      N/A      N/A    2.72%          17.09%    N/A      N/A      N/A     6.10%
PIMCO Limited Maturity Bond              N/A      N/A      N/A      N/A   -1.94%            N/A     N/A      N/A      N/A     5.56%
Berger Capital Growth                  15.17%     N/A      N/A      N/A   12.29%          22.67%    N/A      N/A      N/A    18.01%
RS Value + Growth                        N/A      N/A      N/A      N/A     N/A             N/A     N/A      N/A      N/A      N/A
AA Growth                              26.98%   16.03%   19.57%     N/A   17.66%          34.48%  17.50%   19.95%     N/A    17.77%
AA Small Capitalization                34.83%   12.83%   18.43%     N/A   20.81%          42.33%  14.38%   18.83%     N/A    20.81%
AA MidCap Growth                       34.97%     N/A      N/A      N/A   25.68%          42.47%    N/A      N/A      N/A    27.21%
NB Partners                            25.77%     N/A      N/A      N/A   11.67%          33.27%    N/A      N/A      N/A    15.25%
MV Emerging Markets                      N/A      N/A      N/A      N/A     N/A             N/A     N/A      N/A      N/A      N/A

[Equity                                17.47%     N/A      N/A      N/A    7.73%          24.97%    N/A      N/A      N/A     9.45%
High Quality Bond                      13.89%     N/A      N/A      N/A    3.83%          21.39%    N/A      N/A      N/A     5.70%
Asset Allocation                       20.40%     N/A      N/A      N/A    7.13%          27.90%    N/A      N/A      N/A     8.92%
JanCap Growth                          28.56%   10.53%     N/A      N/A   12.04%          36.06%  12.15%     N/A      N/A    13.27%
LA Growth and Income                   19.59%   11.16%     N/A      N/A   11.04%          27.09%  12.76%     N/A      N/A    12.06%
Seligman Henderson International
  Equity                                0.90%   12.15%    6.33%     N/A    9.21%           8.40%  13.72%    6.95%     N/A     9.40%
T. Rowe Price Asset Allocation         14.11%     N/A      N/A      N/A    5.90%          21.61%    N/A      N/A      N/A     9.19%
T. Rowe Price International Equity      1.98%     N/A      N/A      N/A   -1.65%           9.48%    N/A      N/A      N/A     1.87%
Founders Capital Appreciation          23.20%     N/A      N/A      N/A   15.25%          30.70%    N/A      N/A      N/A    18.28%
INVESCO Equity Income                  20.74%     N/A      N/A      N/A    7.83%          28.24%    N/A      N/A      N/A    11.06%
PIMCO Limited Maturity Bond              N/A      N/A      N/A      N/A   -1.95%            N/A     N/A      N/A      N/A     5.55%
AA Growth                              26.97%   16.02%   19.55%     N/A   17.65%          34.47%  17.49%   19.94%     N/A    17.76%
AA Small Capitalization                34.82%   12.82%   18.42%     N/A   20.80%          42.32%  14.37%   18.82%     N/A    20.80%]
</TABLE>

   
     (1) During these periods, the Portfolio (formerly known as the "AST Scudder
International  Bond  Portfolio")  was  managed by  American  Skandia  Investment
Services,  Incorporated ("ASISI"), as investment manager, and was sub-advised by
Scudder,  Steven & Clark,  as  sub-adviser.  As of May 1, 1996, the Portfolio is
managed by ASISI, as investment  manager,  and sub-advised by Rowe Price-Fleming
International, Inc., as sub-adviser. As of May 1, 1996 various changes have been
made  to  the  Portfolio's  investment  objective  and to  its  fundamental  and
non-fundamental investment restrictions.
    

         The performance  quoted in any  advertising  should not be considered a
representation  of the  performance  of these  Sub-accounts  in the future since
performance is not fixed.  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 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.

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

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

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  annuity)  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.  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)/(I+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+0.0010)]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,  1995  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 Account B
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 the documents incorporated by
reference in this Statement of Additional Information, including any exhibits to
such documents which have been specifically  incorporated by reference. We do so
upon receipt of your  written or oral  request.  Please  address your request to
American Skandia Life Assurance Corporation, Attention: Concierge Desk, P.O. Box
883, Shelton, Connecticut,  06484. Our phone number is 1-(800) 752-6342 [1-(800)
444-3970].

                                   Appendix A

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




                                   APPENDIX A

 
                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
                               VARIABLE ACCOUNT B
                                    CLASS 1
                              Financial Statements
                             For the Periods Ended
                               December 31, 1995
 
This report has been prepared to provide information to owners of American      
Skandia Life Assurance Corporation's LifeVest(R) Personal Security Annuities,
American Skandia Advisors Plan(SM) Annuities, American Skandia Advisors  Plan
II(SM) Annuities, The Imperium(SM) Annuities and The Alliance Capital Navigator
Annuities. If it is used for any other purpose, it must be accompanied or
preceded by a current LifeVest(R) Personal Security Annuity prospectus, an
American Skandia Advisors Plan(SM) prospectus, an American Skandia Advisors
Plan IISM prospectus, an Imperium(SM) prospectus or The Alliance Capital
Navigator prospectus, as applicable, which discloses any charges and other
important information about the Account, together with the current applicable
prospectus for the Neuberger & Berman Advisors Management Trust, The Alger
American Fund, the American Skandia Trust or the Alliance Variable Products
Series Fund, Inc.

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
PRESIDENT'S LETTER
FEBRUARY, 1996
 
Dear Contractholder:
 
What a year it was! The New York Stock Exchange hit a record high on 69 days, a
record number of record highs! The performance of the Variable Account B
sub-accounts also reflects these outstanding investment returns. Please read the
attached sub-account managers' reports carefully, for a better appreciation of
how your mutual fund investment options performed in 1995, and their respective
outlooks for 1996.
 
As we look ahead, we do not expect to repeat the stellar results of 1995. But
neither do we anticipate a dramatic sell off or cause for a collapse of those
prior gains. Instead we anticipate a "normal" investment climate, with "normal"
levels of returns, and "normal" volatility in returns. As before, our conviction
is that a winning strategy must include a long term view, and a diversified
approach to asset classes and investment markets. Our commitment is to offer a
choice of excellent managers and excellent funds in a wide range of asset
classes.
 
In the years past we have focused on adding asset class and investment style
choices to your retirement annuity. In 1995 we added the following four new
selections:
 
<TABLE>
<CAPTION>
          SUB-ACCOUNT                          ASSET CLASS/INVESTMENT STYLE
- --------------------------------      -----------------------------------------------
<S>                                   <C>
Seligman-Henderson Small Cap          International Equities (small capitalization)
T. Rowe Price Natural Resources       "Hard Assets"
PIMCO Limited Bond                    Intermediate Bonds
Neuberger & Berman Partners           Value Style Equities
</TABLE>
 
These new selections have proven to be very popular, and the new portfolios
raised over $120 million of new assets in 1995.
 
From time to time, it also makes good sense to cease offering a fund. In 1995
American Skandia closed and consolidated assets from certain fund options to
other sub-accounts with similar investment objectives. We anticipate that the
substitutions will tend to result in cost savings to contractholders through
economies of scale, reduced expenses, and more effective management.
 
As we look ahead to 1996, we are committed to continuing to enhance the wide
range of choice in excellent investment options, among diversified asset
classes.
 
Gordon C. Boronow

<TABLE>
<S>    <C>
       CONTENTS
I.     American Skandia Life Assurance Corporation
II.    The Alger American Fund
III.   Neuberger & Berman Advisors Management Trust
IV.    American Skandia Trust
V.     Alliance Variable Product Series Fund, Inc.
VI.    Scudder Variable Life Investment Fund
</TABLE>

INDEPENDENT AUDITORS' REPORT
- -------------------------------------
 
To the Contractowners of
      American Skandia Life Assurance Corporation
       Variable Account B -- Class 1 and the
       Board of Directors of
       American Skandia Life Assurance Corporation
       Shelton, Connecticut
 
We have audited the accompanying statement of assets and liabilities of the
thirty-six sub-accounts of American Skandia Life Assurance Corporation Variable
Account B -- Class 1, referred to in Note 1, as of December 31, 1995, and the
related statements of operations and of changes in net assets for the periods
presented. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995 with the managers of
the mutual funds. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the thirty-six sub-accounts of American
Skandia Life Assurance Corporation Variable Account B -- Class 1, referred to in
Note 1, as of December 31, 1995, the results of their operations and the changes
in their net assets for the periods presented in conformity with generally
accepted accounting principles.
 
DELOITTE & TOUCHE LLP
New York, New York
February 20, 1996

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENT OF ASSETS AND LIABILITIES
 
AS OF DECEMBER 31, 1995
 
- --------------------------------------------------------------------------------
 
                                     ASSETS
 
<TABLE>
<S>                                                                                                            <C>
Investment in mutual funds at market value (Note 2):
     Neuberger & Berman Advisers Management Trust (NBAMT):
        Partners Portfolio -- 7,246,795 shares (cost $94,406,337)............................................  $    95,875,095
     The Alger American Fund (AAF):
        Small Capitalization Portfolio -- 12,431,757 shares (cost $425,171,946)..............................      489,935,545
        Growth Portfolio -- 12,098,178 shares (cost $340,748,419)............................................      376,979,213
        MidCap Growth Portfolio -- 8,110,421 shares (cost $145,078,834)......................................      157,666,592
     American Skandia Trust (AST):
        Seligman Henderson International Equity Portfolio -- 14,414,570 shares (cost $250,210,045)...........      262,345,168
        Seligman Henderson International Small Cap Portfolio -- 2,577,080 shares (cost $26,530,685)..........       26,621,232
        Lord Abbett Growth & Income Portfolio -- 18,709,902 shares (cost $248,303,566).......................      280,274,338
        JanCap Growth Portfolio -- 27,632,476 shares (cost $339,716,206).....................................      425,540,125
        Money Market Portfolio -- 329,302,918 shares (cost $329,302,918).....................................      329,302,918
        Federated Utility Income Portfolio -- 8,829,132 shares (cost $92,405,310)............................      105,419,840
        Federated High Yield Portfolio -- 6,993,674 shares (cost $73,148,181)................................       77,909,526
        Phoenix Balanced Asset Portfolio -- 20,105,268 shares (cost $223,510,209)............................      251,919,007
        T. Rowe Price Asset Allocation Portfolio -- 4,833,777 shares (cost $51,549,956)......................       58,053,656
        T. Rowe Price International Equity Portfolio -- 17,499,340 shares (cost $174,844,914)................      186,367,971
        T. Rowe Price Natural Resources Portfolio -- 801,084 shares (cost $8,489,765)........................        8,900,048
        Founders Capital Appreciation Portfolio -- 5,957,728 shares (cost $71,619,186).......................       84,897,630
        INVESCO Equity Income Portfolio -- 13,696,413 shares (cost $146,831,553).............................      171,205,167
        PIMCO Total Return Bond Portfolio -- 18,929,196 shares (cost $203,363,785)...........................      214,657,080
        PIMCO Limited Maturity Bond Portfolio -- 14,918,580 shares (cost $154,976,091).......................      156,197,528
        Scudder International Bond Portfolio -- 4,149,601 shares (cost $41,572,957)..........................       43,985,774
        Berger Capital Growth Portfolio -- 3,599,220 shares (cost $40,392,302)...............................       44,630,334
     Alliance Variable Products Series Fund (AVP):
        Short-Term Multi-Market Portfolio -- 26,007 shares (cost $270,114)...................................          275,157
        Premier Growth Portfolio -- 233,058 shares (cost $4,149,149).........................................        4,148,435
        Growth & Income Portfolio -- 245,236 shares (cost $3,627,236)........................................        3,872,270
        U.S. Government/High Grade Securities Portfolio -- 198,300 shares (cost $2,182,677)..................        2,312,179
        Total Return Portfolio -- 229,364 shares (cost $2,797,213)...........................................        2,935,856
        International Portfolio -- 154,090 shares (cost $2,073,154)..........................................        2,168,046
        Money Market Portfolio -- 2,462,495 shares (cost $2,462,495).........................................        2,462,495
        North American Government Income Portfolio -- 64,818 shares (cost $632,862)..........................          679,293
        Global Dollar Government Portfolio -- 64,333 shares (cost $684,101)..................................          768,779
        Utility Income Portfolio -- 63,379 shares (cost $731,109)............................................          761,182
        Global Bond Portfolio -- 18,287 shares (cost $213,442)...............................................          222,183
        Conservative Investors Portfolio -- 70,037 shares (cost $784,447)....................................          823,640
        Growth Investors Portfolio -- 70,441 shares (cost $789,256)..........................................          836,132
        Growth Portfolio -- 234,593 shares (cost $3,231,310).................................................        3,338,260
        Worldwide Privatization Portfolio -- 82,182 shares (cost $902,581)...................................          917,969
                                                                                                                --------------
                Total Invested Assets........................................................................    3,875,205,663
Receivable from American Skandia Life Assurance Corp.........................................................        8,845,314
Receivable from Neuberger & Berman Advisers Management Trust.................................................      147,532,530
Receivable from Alliance Variable Products Series Fund.......................................................       84,492,113
Receivable from Scudder Variable Life Investment Fund........................................................       43,386,382
                                                                                                                --------------
                Total Assets.................................................................................  $ 4,159,462,002
                                                                                                                ==============
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
                                        2

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENT OF ASSETS AND LIABILITIES (CONCLUDED)
 
AS OF DECEMBER 31, 1995
 
- --------------------------------------------------------------------------------
 
                                  LIABILITIES
 
<TABLE>
<S>                                                                                                               <C>
Payable to Contractowners (Note 5).............................................................................   $       776,737
Payable to American Skandia Trust..............................................................................       260,041,990
Payable to The Alger American Fund.............................................................................        23,438,344
                                                                                                                  ---------------
                Total Liabilities..............................................................................   $   284,257,071
                                                                                                                  ---------------
</TABLE>
 
                                   NET ASSETS
 
<TABLE>
<CAPTION>
                                                                                                        UNIT
                               CONTRACTOWNERS' EQUITY                                     UNITS        VALUE
- ------------------------------------------------------------------------------------    ----------     ------
<S>                                                                                     <C>            <C>        <C>
    NBAMT - Partners................................................................     7,958,498     $12.05     $    95,875,095
    AAF - Small Capitalization......................................................    12,317,364      39.78         489,935,545
    AAF - Growth....................................................................    12,092,291      31.18         376,979,213
    AAF - MidCap Growth.............................................................     8,299,743      19.00         157,666,592
    AST - Seligman Henderson International Equity...................................    14,393,137      18.23         262,345,168
    AST - Seligman Henderson International Small Cap................................     2,601,283      10.23          26,621,232
    AST - Lord Abbett Growth & Income...............................................    18,411,759      15.22         280,274,338
    AST - JanCap Growth.............................................................    28,662,737      14.85         425,540,124
    AST - Money Market..............................................................    30,564,442      10.77         329,302,918
    AST - Federated Utility Income..................................................     8,642,186      12.20         105,419,840
    AST - Federated High Yield......................................................     6,915,158      11.27          77,909,526
    AST - Phoenix Balanced Asset....................................................    20,163,848      12.49         251,919,007
    AST - T. Rowe Price Asset Allocation............................................     4,868,956      11.92          58,053,656
    AST - T. Rowe Price International Equity........................................    17,935,251      10.39         186,367,972
    AST - T. Rowe Price Natural Resources...........................................       808,605      11.01           8,900,048
    AST - Founders Capital Appreciation.............................................     6,076,373      13.97          84,897,630
    AST - INVESCO Equity Income.....................................................    13,883,712      12.33         171,205,167
    AST - PIMCO Total Return Bond...................................................    19,061,840      11.26         214,657,080
    AST - PIMCO Limited Maturity Bond...............................................    15,058,644      10.37         156,197,528
    AST - Scudder International Bond................................................     4,186,695      10.51          43,985,773
    AST - Berger Capital Growth.....................................................     3,658,836      12.20          44,630,334
    AVP - Short-Term Multi-Market...................................................        27,220      10.11             275,157
    AVP - Premier Growth............................................................       242,960      17.07           4,148,435
    AVP - Growth & Income...........................................................       256,492      15.10           3,872,270
    AVP - U.S. Government/High Grade Securities.....................................       196,478      11.77           2,312,090
    AVP - Total Return..............................................................       236,194      12.43           2,935,856
    AVP - International.............................................................       159,749      13.57           2,167,965
    AVP - Money Market..............................................................       233,258      10.56           2,462,404
    AVP - North American Government Income..........................................        64,465      10.54             679,214
    AVP - Global Dollar Government..................................................        65,026      11.82             768,692
    AVP - Utility Income............................................................        64,410      11.82             761,094
    AVP - Global Bond...............................................................        18,122      12.26             222,158
    AVP - Conservative Investors....................................................        70,909      11.61             823,545
    AVP - Growth Investors..........................................................        70,250      11.90             836,036
    AVP - Growth....................................................................       244,481      13.65           3,338,260
    AVP - Worldwide Privatization...................................................        83,741      10.96             917,969
                                                                                                                   --------------
                Total Net Assets....................................................                              $ 3,875,204,931
                                                                                                                   ==============
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        3

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENT OF OPERATIONS
 
FOR THE PERIODS ENDED DECEMBER 31, 1995
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                                          -------------------------------------
                                                                                                                       NBAMT
                                                                                              TOTAL                   GROWTH
                                                                                          --------------            -----------
<S>                                                                                       <C>                       <C>
INVESTMENT INCOME:
  Income
    Dividends...........................................................................  $   46,122,988            $   128,840
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)................     (43,442,537)              (972,137)
                                                                                           -------------            -----------
NET INVESTMENT INCOME (LOSS)............................................................       2,680,451               (843,297)
                                                                                           -------------            -----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales...................................................................   1,945,092,584             96,804,895
  Cost of Securities Sold...............................................................   1,779,409,969             83,561,353
                                                                                           -------------            -----------
    Net Gain (Loss).....................................................................     165,682,615             13,243,542
  Capital Gain Distributions Received...................................................      18,666,547              1,726,459
                                                                                           -------------            -----------
NET REALIZED GAIN (LOSS)................................................................     184,349,162             14,970,001
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period...................................................................     (15,588,734)            (3,347,126)
  End of Period.........................................................................     367,501,352                      0
                                                                                           -------------            -----------
NET UNREALIZED GAIN (LOSS)..............................................................     383,090,086              3,347,126
                                                                                           -------------            -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.........................  $  570,119,699            $17,473,830
                                                                                           =============            ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                        4

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                    CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------
                                            NBAMT
                                           PARTNERS
    NBAMT - LIMITED        NBAMT         (MAY 2* THRU      AAF - INCOME      AAF - SMALL
     MATURITY BOND       BALANCED       DEC. 31, 1995)       & GROWTH       CAPITALIZATION     AAF - GROWTH
    ---------------     -----------     --------------     ------------     --------------     ------------
<S> <C>                 <C>             <C>                <C>              <C>                <C>
     $   7,870,005      $ 1,120,253       $        0       $   317,267       $          0      $   428,668
        (1,846,835)        (923,613)        (108,954)         (477,778)        (5,364,107)      (3,047,035)
     -------------      -----------       ----------       -----------       ------------      -----------
         6,023,170          196,640         (108,954)         (160,511)        (5,364,107)      (2,618,367)
     -------------      -----------       ----------       -----------       ------------      -----------
       187,379,011       75,500,885           16,809        44,996,471        223,476,728       86,281,204
       184,158,573       63,871,923           14,688        37,483,781        178,750,614       71,397,776
     -------------      -----------       ----------       -----------       ------------      -----------
         3,220,438       11,628,962            2,121         7,512,690         44,726,114       14,883,428
                 0          360,081                0                 0                  0        1,518,710
     -------------      -----------       ----------       -----------       ------------      -----------
         3,220,438       11,989,043            2,121         7,512,690         44,726,114       16,402,138
        (2,126,276)        (526,315)               0        (2,132,292)            (4,831)         752,833
                 0                0        1,468,758                 0         64,763,599       36,230,794
     -------------      -----------       ----------       -----------       ------------      -----------
         2,126,276          526,315        1,468,758         2,132,292         64,768,430       35,477,961
     -------------      -----------       ----------       -----------       ------------      -----------
     $  11,369,884      $12,711,998       $1,361,925       $ 9,484,471       $104,130,437      $49,261,732
     =============      ===========       ==========       ===========       ============      ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        5

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1995
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                       CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                                     ---------------------------------------
                                                                                         AAF                    AAF - MIDCAP
                                                                                      BALANCED                     GROWTH
                                                                                     -----------                ------------
<S>                                                                                  <C>                        <C>
INVESTMENT INCOME:
  Income
    Dividends......................................................................  $   189,888                $     9,721
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)...........     (158,126)                (1,461,227)
                                                                                      ----------                -----------
NET INVESTMENT INCOME (LOSS).......................................................       31,762                 (1,451,506)
                                                                                      ----------                -----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales..............................................................   14,354,065                 56,980,574
  Cost of Securities Sold..........................................................   12,015,109                 41,258,899
                                                                                      ----------                -----------
    Net Gain (Loss)................................................................    2,338,956                 15,721,675
  Capital Gain Distributions Received..............................................            0                          0
                                                                                      ----------                -----------
NET REALIZED GAIN (LOSS)...........................................................    2,338,956                 15,721,675
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period..............................................................     (151,154)                 1,272,715
  End of Period....................................................................            0                 12,587,758
                                                                                      ----------                -----------
NET UNREALIZED GAIN (LOSS).........................................................      151,154                 11,315,043
                                                                                      ----------                -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....................  $ 2,521,872                $25,585,212
                                                                                      ==========                ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                        6

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                             CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ---------------------------------------------------------------------------------------------
                         AST - SELIGMAN 
    AST - SELIGMAN       HENDERSON INTL.
       HENDERSON            SMALL CAP          AST - LORD
     INTERNATIONAL         (MAY 1* THRU       ABBETT GROWTH     AST - JANCAP     AST - MONEY
        EQUITY           DEC. 31, 1995)         & INCOME           GROWTH           MARKET
    ---------------      --------------       -------------     ------------     ------------
<S> <C>                 <C>                   <C>               <C>              <C>
      $         0           $       0          $ 1,657,847      $ 1,353,851      $17,436,063
       (3,574,633)           (103,431)          (1,988,406)      (4,808,745)      (4,703,313)
      -----------           ---------          -----------      -----------      -----------
       (3,574,633)           (103,431)            (330,559)      (3,454,894)      12,732,750
      -----------           ---------          -----------      -----------      -----------
       97,730,012             555,565            5,451,838       46,929,431      593,444,290
       99,570,937             545,997            3,975,930       38,189,700      593,444,290
      -----------           ---------          -----------      -----------      -----------
       (1,840,925)              9,568            1,475,908        8,739,731                0
       12,552,955                   0            1,656,966                0                0
      -----------           ---------          -----------      -----------      -----------
       10,712,030               9,568            3,132,874        8,739,731                0
       (1,373,923)                  0            3,616,951       (1,818,595)               0
       12,135,123              90,547           31,970,772       85,823,919                0
      -----------           ---------          -----------      -----------      -----------
       13,509,046              90,547           28,353,821       87,642,514                0
      -----------           ---------          -----------      -----------      -----------
      $20,646,443           $  (3,316)         $31,156,136      $92,927,351      $12,732,750
      ===========           =========          ===========      ===========      ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        7

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1995
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                        CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                                     -----------------------------------------
                                                                                     AST - FEDERATED           AST - FEDERATED
                                                                                     UTILITY INCOME              HIGH YIELD
                                                                                     ---------------           ---------------
<S>                                                                                  <C>                       <C>
INVESTMENT INCOME:
  Income
    Dividends......................................................................    $ 3,329,756               $ 1,151,380
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)...........     (1,267,374)                 (624,969)
                                                                                       -----------                ----------
NET INVESTMENT INCOME (LOSS).......................................................      2,062,382                   526,411
                                                                                       -----------                ----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales..............................................................     25,840,566                19,362,068
  Cost of Securities Sold..........................................................     26,368,662                18,260,851
                                                                                       -----------                ----------
    Net Gain (Loss)................................................................       (528,096)                1,101,217
  Capital Gain Distributions Received..............................................              0                         0
                                                                                       -----------                ----------
NET REALIZED GAIN (LOSS)...........................................................       (528,096)                1,101,217
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period..............................................................     (4,420,441)                 (122,643)
  End of Period....................................................................     13,014,530                 4,761,345
                                                                                       -----------                ----------
NET UNREALIZED GAIN (LOSS).........................................................     17,434,971                 4,883,988
                                                                                       -----------                ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS....................    $18,969,257               $ 6,511,616
                                                                                       ===========                ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                        8

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ---------------------------------------------------------------------------------------------------
                                                                                     AST - T. ROWE
                                                                                     PRICE NATURAL
                                          AST - T. ROWE        AST - T. ROWE           RESOURCES
    AST - PHOENIX      AST - PHOENIX       PRICE ASSET      PRICE INTERNATIONAL      (MAY 1* THRU
    BALANCED ASSET     CAPITAL GROWTH      ALLOCATION             EQUITY             DEC. 31,1995)
    --------------     --------------     -------------     -------------------      -------------
<S> <C>                 <C>                <C>                <C>                     <C>
     $  3,837,709       $    114,096       $   513,045          $   118,043            $       0
       (2,304,796)          (277,758)         (524,866)          (1,999,016)             (32,224)
     ------------       ------------       -----------          -----------            ---------
        1,532,913           (163,662)          (11,821)          (1,880,973)             (32,224)
     ------------       ------------       -----------          -----------            ---------
       15,559,398         26,338,238         2,153,350           24,433,812              843,892
       14,270,634         21,513,203         2,071,289           24,264,691              819,107
     ------------       ------------       -----------          -----------            ---------
        1,288,764          4,825,035            82,061              169,121               24,785
                0                  0                 0              243,203                    0
     ------------       ------------       -----------          -----------            ---------
        1,288,764          4,825,035            82,061              412,324               24,785
        1,048,462           (385,057)           61,399           (2,989,688)                   0
       28,408,798                  0         6,503,700           11,523,057              410,283
     ------------       ------------       -----------          -----------            ---------
       27,360,336            385,057         6,442,301           14,512,745              410,283
     ------------       ------------       -----------          -----------            ---------
     $ 30,182,013       $  5,046,430       $ 6,512,541          $13,044,096            $ 402,844
     ============       ============       ===========          ===========            =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        9

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1995
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                  CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                               ----------------------------------------
                                                                               AST - FOUNDERS
                                                                                  CAPITAL                AST - INVESCO
                                                                                APPRECIATION             EQUITY INCOME
                                                                               --------------           ---------------
<S>                                                                            <C>                      <C>
INVESTMENT INCOME:
  Income
    Dividends................................................................   $    269,670              $ 1,036,385
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4).....       (746,747)              (1,556,324)
                                                                                 -----------              -----------
NET INVESTMENT INCOME (LOSS).................................................       (477,077)                (519,939)
                                                                                 -----------              -----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales........................................................      4,789,770                8,819,781
  Cost of Securities Sold....................................................      3,804,447                7,648,084
                                                                                 -----------              -----------
    Net Gain (Loss)..........................................................        985,323                1,171,697
  Capital Gain Distributions Received........................................              0                        0
                                                                                 -----------              -----------
NET REALIZED GAIN (LOSS).....................................................        985,323                1,171,697
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period........................................................      1,868,641                 (891,893)
  End of Period..............................................................     13,278,444               24,373,614
                                                                                 -----------              -----------
NET UNREALIZED GAIN (LOSS)...................................................     11,409,803               25,265,507
                                                                                 -----------              -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS..............   $ 11,918,049              $25,917,265
                                                                                 ===========              ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       10

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                    CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------
                      AST - PIMCO
    AST - PIMCO     LIMITED MATURITY
       TOTAL              BOND           AST - SCUDDER
      RETURN          MAY 1* THRU        INTERNATIONAL      AST - EAGLE       AST - BERGER       AVP - ST
       BOND          DEC. 31, 1995)          BOND          GROWTH EQUITY     CAPITAL GROWTH      MULTI-MKT
    -----------     ----------------     -------------     -------------     --------------     -----------
<S>                 <C>                  <C>               <C>               <C>                <C>
    $1,209,016         $        0         $   258,689       $    10,277        $    3,085       $         0
    (1,373,085)          (196,743)           (389,161)          (82,250)         (296,102)         (190,048)
   -----------         ----------          ----------       -----------        ----------       -----------
      (164,069)          (196,743)           (130,472)          (71,973)         (293,017)         (190,048)
   -----------         ----------          ----------       -----------        ----------       -----------
    35,874,313          2,464,086           2,659,942        10,011,246         3,814,017        20,714,250
    32,426,533          2,389,194           2,644,496         8,811,830         3,370,323        21,802,895
   -----------         ----------          ----------       -----------        ----------       -----------
     3,447,780             74,892              15,446         1,199,416           443,694        (1,088,645)
             0                  0                   0                 0                 0                 0
   -----------         ----------          ----------       -----------        ----------       -----------
     3,447,780             74,892              15,446         1,199,416           443,694        (1,088,645)
      (251,292)                 0            (240,434)          (50,341)           30,142        (1,772,660)
    11,293,295          1,221,437           2,412,817                 0         4,238,032             5,043
   -----------         ----------          ----------       -----------        ----------       -----------
    11,544,587          1,221,437           2,653,251            50,341         4,207,890         1,777,703
   -----------         ----------          ----------       -----------        ----------       -----------
   $14,828,298         $1,099,586         $ 2,538,225       $ 1,177,784        $4,358,567       $   499,010
   ===========         ==========          ==========       ===========        ==========       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       11

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1995
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                        CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                                      --------------------------------------
                                                                                      AVP - PREMIER             AVP - GROWTH
                                                                                         GROWTH                   & INCOME
                                                                                      -------------             ------------
<S>                                                                                   <C>                       <C>
INVESTMENT INCOME:
  Income
    Dividends.......................................................................   $    84,207              $   355,890
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)............      (670,405)                (538,256)
                                                                                       -----------              -----------
NET INVESTMENT INCOME (LOSS)........................................................      (586,198)                (182,366)
                                                                                       -----------              -----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales...............................................................    67,672,027               44,126,083
  Cost of Securities Sold...........................................................    50,476,857               33,765,695
                                                                                       -----------              -----------
    Net Gain (Loss).................................................................    17,195,170               10,360,388
  Capital Gain Distributions Received...............................................       236,427                  369,371
                                                                                       -----------              -----------
NET REALIZED GAIN (LOSS)............................................................    17,431,597               10,729,759
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period...............................................................       160,860                  138,583
  End of Period.....................................................................          (714)                 245,034
                                                                                       -----------              -----------
NET UNREALIZED GAIN (LOSS)..........................................................      (161,574)                 106,451
                                                                                       -----------              -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.....................   $16,683,825              $10,653,844
                                                                                       ===========              ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       12

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                   CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ---------------------------------------------------------------------------------------------------------
    AVP - U.S. GOV'T/                                                       AVP - NORTH      AVP - GLOBAL
       HIGH GRADE         AVP - TOTAL          AVP          AVP - MONEY       AMERICAN          DOLLAR
       SECURITIES           RETURN        INTERNATIONAL       MARKET        GOV'T INCOME     GOV'T INCOME
    -----------------     -----------     -------------     -----------     ------------     ------------
<S> <C>                   <C>             <C>               <C>             <C>              <C>
        $  13,275          $   1,685        $   1,911       $   39,444        $  7,097         $  5,552
          (16,867)           (10,334)         (14,798)         (11,497)         (5,142)          (7,509)
         --------           --------         --------        ---------        --------         --------
           (3,592)            (8,649)         (12,887)          27,947           1,955           (1,957)
         --------           --------         --------        ---------        --------         --------
          622,623             18,289          270,873        1,483,317         631,965          198,106
          598,438             16,836          231,612        1,483,317         623,081          184,232
         --------           --------         --------        ---------        --------         --------
           24,185              1,453           39,261                0           8,884           13,874
                0                  0            2,375                0               0                0
         --------           --------         --------        ---------        --------         --------
           24,185              1,453           41,636                0           8,884           13,874
          (28,921)            (6,986)          16,417                0         (14,058)         (11,116)
          129,502            138,643           94,892                0          46,431           84,678
         --------           --------         --------        ---------        --------         --------
          158,423            145,629           78,475                0          60,489           95,794
         --------           --------         --------        ---------        --------         --------
        $ 179,016          $ 138,433        $ 107,224       $   27,947        $ 71,328         $107,711
         ========           ========         ========        =========        ========         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       13

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENT OF OPERATIONS (CONCLUDED)
 
FOR THE PERIODS ENDED DECEMBER 31, 1995
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                         CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                                      ----------------------------------------
                                                                                                                 AVP - GLOBAL
                                                                                                                     BOND
                                                                                      AVP - UTILITY             (APR. 18* THRU
                                                                                         INCOME                 DEC. 31, 1995)
                                                                                      -------------             --------------
<S>                                                                                   <C>                       <C>
INVESTMENT INCOME:
  Income
    Dividends.......................................................................     $   844                   $    355
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)............      (2,694)                      (990)
                                                                                         -------                    -------
NET INVESTMENT INCOME (LOSS)........................................................      (1,850)                      (635)
                                                                                         -------                    -------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales...............................................................      26,551                     58,944
  Cost of Securities Sold...........................................................      22,837                     56,154
                                                                                         -------                    -------
    Net Gain (Loss).................................................................       3,714                      2,790
  Capital Gain Distributions Received...............................................           0                          0
                                                                                         -------                    -------
NET REALIZED GAIN (LOSS)............................................................       3,714                      2,790
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period...............................................................        (299)                         0
  End of Period.....................................................................      30,073                      8,741
                                                                                         -------                    -------
NET UNREALIZED GAIN (LOSS)..........................................................      30,372                      8,741
                                                                                         -------                    -------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.....................     $32,236                   $ 10,896
                                                                                         =======                    =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       14

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                             CLASS 1 SUB-ACCOUNTS INVESTING IN:
- --------------------------------------------------------------------------------------------
         AVP
     CONSERVATIVE       AVP - GROWTH           AVP           AVP - WORLDWIDE
      INVESTORS          INVESTORS            GROWTH          PRIVATIZATION
    (MAY, 29* THRU     (MAY, 23* THRU     (FEB. 11* THRU      (APR. 3* THRU
    DEC. 31, 1995)     DEC. 31, 1995)     DEC. 31, 1995)     DEC. 31, 1995)      SVL - BOND
    --------------     --------------     --------------     ---------------     -----------
<S> <C>                <C>                <C>                <C>                 <C>
       $    140           $     69           $    123            $   808         $3,248,034
         (3,457)            (3,795)           (10,753)            (4,692)          (741,545)
        -------            -------           --------            -------         ----------
         (3,317)            (3,726)           (10,630)            (3,884)         2,506,489
        -------            -------           --------            -------         ----------
         16,694             10,477            127,135             17,727         96,231,266
         16,241              9,851            109,674             16,531         93,092,804
        -------            -------           --------            -------         ----------
            453                626             17,461              1,196          3,138,462
              0                  0                  0                  0                  0
        -------            -------           --------            -------         ----------
            453                626             17,461              1,196          3,138,462
              0                  0                  0                  0         (1,889,396)
         39,193             46,876            106,950             15,388                  0
        -------            -------           --------            -------         ----------
         39,193             46,876            106,950             15,388          1,889,396
        -------            -------           --------            -------         ----------
       $ 36,329           $ 43,776           $113,781            $12,700         $7,534,347
        =======            =======           ========            =======         ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       15

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                          CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                     ----------------------------------------------------------------------------
                                                                                                                NBAMT
                                                                    TOTAL                                   LIQUID ASSET
                                                     -----------------------------------            -----------------------------
                                                       YEAR ENDED           YEAR ENDED               YEAR ENDED      YEAR ENDED
                                                     DEC. 31, 1995        DEC. 31, 1994             DEC. 31, 1995   DEC. 31, 1994
                                                     --------------       --------------            -------------   -------------
<S>                                                  <C>                  <C>                       <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)...................  $    2,680,451       $   (2,304,906)             $       0       $      43
    Net Realized Gain (Loss).......................     184,349,162           56,558,361                      0               0
    Net Unrealized Gain (Loss) On Investments......     383,090,086         (101,980,777)                     0               0
                                                     --------------       --------------                     --        --------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations..............................     570,119,699          (47,727,322)                     0              43
                                                     --------------       --------------                     --        --------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits.............   1,266,602,756        1,136,301,461                      0         (18,000)
    Net Transfers Between Sub-accounts.............       1,911,277              891,130                      0          18,533
    Surrenders.....................................    (226,498,569)        (116,753,024)                     0            (576)
                                                     --------------       --------------                     --        --------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions..............   1,042,015,464        1,020,439,567                      0             (43)
                                                     --------------       --------------                     --        -------- 
TOTAL INCREASE (DECREASE) IN NET ASSETS............   1,612,135,163          972,712,245                      0               0
NET ASSETS:
    Beginning of Period............................   2,263,069,768        1,290,357,523                      0               0
                                                     --------------       --------------                     --        --------
    End of Period..................................  $3,875,204,931       $2,263,069,768              $       0       $       0
                                                     ==============       ==============                     ==        ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       16

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                             CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------------------------
                 NBAMT                               NBAMT                               NBAMT                      NBAMT
                GROWTH                       LIMITED MATURITY BOND                     BALANCED                   PARTNERS
    -------------------------------     -------------------------------     -------------------------------      -----------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        MAY 2* THRU
    DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>               <C>
    $   (843,297)      $  (423,242)     $   6,023,170     $  3,517,651      $    196,640       $     5,270       $  (108,954)
      14,970,001         2,596,283          3,220,438         (834,778)       11,989,043         1,676,917             2,121
       3,347,126        (5,585,664)         2,126,276       (5,190,015)          526,315        (4,487,304)        1,468,758
    ------------       -----------      -------------     ------------      ------------       -----------       -----------
      17,473,830        (3,412,623)        11,369,884       (2,507,142)       12,711,998        (2,805,117)        1,361,925
    ------------       -----------      -------------     ------------      ------------       -----------       -----------
       8,373,298        13,584,312         20,053,844       86,631,572         4,424,442        13,564,002        13,540,471
     (66,839,025)       (4,839,790)      (168,830,787)     (73,112,599)      (72,086,096)       (4,728,960)       81,177,931
      (4,487,389)       (2,249,171)       (10,634,962)     (12,305,221)       (4,025,298)       (3,741,693)         (205,232)
    ------------       -----------      -------------     ------------      ------------       -----------       -----------
     (62,953,116)        6,495,351       (159,411,905)       1,213,752       (71,686,952)        5,093,349        94,513,170
    ------------       -----------      -------------     ------------      ------------       -----------       -----------
     (45,479,286)        3,082,728       (148,042,021)      (1,293,390)      (58,974,954)        2,288,232        95,875,095
      45,479,286        42,396,558        148,042,021      149,335,411        58,974,954        56,686,722                 0
    ------------       -----------      -------------     ------------       -----------       -----------       -----------
    $          0       $45,479,286      $           0     $148,042,021      $          0       $58,974,954       $95,875,095
    ============       ===========      =============     ============      ============       ===========       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       17

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                 ----------------------------------------------------------------
                                                                              AAF                                AAF
                                                                         MONEY MARKET                      INCOME & GROWTH
                                                                 -----------------------------      -----------------------------
                                                                  YEAR ENDED      YEAR ENDED         YEAR ENDED      YEAR ENDED
                                                                 DEC. 31, 1995   DEC. 31, 1994      DEC. 31, 1995   DEC. 31, 1994
                                                                 -------------   -------------      -------------   -------------
<S>                                                              <C>             <C>                <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)...............................     $     0         $     0         $   (160,511)    $  (129,539)
    Net Realized Gain (Loss)...................................           0               0            7,512,690         728,190
    Net Unrealized Gain (Loss) On Investments..................           0               0            2,132,292      (3,804,217)
                                                                    -------         -------         ------------     -----------
    Net Increase (Decrease) In Net Assets Resulting From
      Operations...............................................           0               0            9,484,471      (3,205,566)
                                                                    -------         -------         ------------     -----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits.........................           0               0            2,395,584       6,717,881
    Net Transfers Between Sub-accounts.........................           0               6          (36,041,302)     (5,864,504)
    Surrenders.................................................           0              (6)          (2,306,979)     (1,408,813)
                                                                    -------         -------         ------------     -----------
    Net Increase (Decrease) In Net Assets Resulting From
      Capital Share Transactions...............................           0               0          (35,952,697)       (555,436)
                                                                    -------         -------         ------------     -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS........................           0               0          (26,468,226)     (3,761,002)
NET ASSETS:
    Beginning of Period........................................           0               0           26,468,226      30,229,228
                                                                    -------         -------         ------------     -----------
    End of Period..............................................     $     0         $     0         $          0     $26,468,226
                                                                    =======         =======         ============     ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       18

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            CLASS 1 SUB-ACCOUNTS INVESTING IN:
- --------------------------------------------------------------------------------------------------------------------------
                 AAF                                AAF                                AAF                   AAF - MIDCAP 
         SMALL CAPITALIZATION                      GROWTH                            BALANCED                   GROWTH    
    ------------------------------     ------------------------------     ------------------------------     -------------
     YEAR ENDED       YEAR ENDED        YEAR ENDED       YEAR ENDED        YEAR ENDED       YEAR ENDED        YEAR ENDED
    DEC. 31, 1995    DEC. 31, 1994     DEC. 31, 1995    DEC. 31, 1994     DEC. 31, 1995    DEC. 31, 1994     DEC. 31, 1995
    -------------    -------------     -------------    -------------     -------------    -------------     -------------
<S> <C>              <C>               <C>              <C>               <C>              <C>               <C>
    $ (5,364,107)    $ (2,975,134)     $ (2,618,367)    $ (1,233,213)     $     31,762      $   (24,468)     $ (1,451,506)
      44,726,114       23,713,018        16,402,138       10,000,487         2,338,956          217,335        15,721,675
      64,768,430      (30,043,148)       35,477,961       (8,447,531)          151,154         (681,436)       11,315,043
    ------------     ------------      ------------     ------------      ------------       ----------      ------------
     104,130,437       (9,305,264)       49,261,732          319,743         2,521,872         (488,569)       25,585,212
    ------------     ------------      ------------     ------------      ------------       ----------      ------------
      91,163,620       56,318,695        84,767,383       38,904,547         1,245,151        3,376,270        46,811,319
      53,259,614       11,288,463       124,403,420       25,731,026       (12,198,567)        (423,424)       33,476,913
     (20,174,473)      (7,290,412)      (11,629,945)      (4,253,228)         (786,282)        (669,880)       (5,669,035)
    ------------     ------------      ------------     ------------      ------------       ----------      ------------
     124,248,761       60,316,746       197,540,858       60,382,345       (11,739,698)       2,282,966        74,619,197
    ------------     ------------      ------------     ------------      ------------       ----------      ------------
     228,379,198       51,011,482       246,802,590       60,702,088        (9,217,826)       1,794,397       100,204,409
     261,556,347      210,544,865       130,176,623       69,474,535         9,217,826        7,423,429        57,462,183
    ------------     ------------      ------------     ------------      ------------       ----------      ------------
    $489,935,545     $261,556,347      $376,979,213     $130,176,623      $          0      $ 9,217,826      $157,666,592
    ============     ============      ============     ============      ============       ==========      ============
 
<CAPTION>
CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------
        AAF - MIDCAP 
          GROWTH    
      ---------------
        YEAR ENDED
       DEC. 31, 1994
      ---------------
<S>     <C>
        $  (536,764)
            745,455
           (321,790)
        -----------
           (113,099)
        -----------
         21,760,961
         17,658,989
         (1,777,070)
        -----------
         37,642,880
        -----------
         37,529,781
         19,932,402
        -----------
        $57,462,183
        ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       19

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                      CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                             ------------------------------------------------------------------------------------
                                                    AST - SELIGMAN              AST - SELIGMAN                   AST
                                                       HENDERSON                  HENDERSON                  LORD ABBETT
                                                 INTERNATIONAL EQUITY          INTL. SMALL CAP             GROWTH & INCOME
                                             -----------------------------     ----------------     -----------------------------
                                              YEAR ENDED      YEAR ENDED         MAY 1* THRU         YEAR ENDED      YEAR ENDED
                                             DEC. 31, 1995   DEC. 31, 1994      DEC. 31, 1995       DEC. 31, 1995   DEC. 31, 1994
                                             -------------   -------------    ------------------    -------------   -------------
<S>                                          <C>             <C>              <C>                   <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)...........  $ (3,574,633)   $ (2,748,650)       $   (103,431)      $   (330,559)    $  (440,246)
    Net Realized Gain (Loss)...............    10,712,030      17,640,678               9,568          3,132,874       1,138,699
    Net Unrealized Gain (Loss) On
      Investments..........................    13,509,046     (17,148,069)             90,547         28,353,821         (91,936)
                                             ------------     -----------        ------------       ------------     -----------
    Net Increase (Decrease) In Net Assets
      Resulting From Operations............    20,646,443      (2,256,041)             (3,316)        31,156,136         606,517
                                             ------------     -----------        ------------       ------------     -----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits.....    45,096,265      87,148,737          12,245,099         56,242,569      34,884,203
    Net Transfers Between Sub-accounts.....   (24,213,795)     10,704,208          14,656,915        112,141,060       9,678,044
    Surrenders.............................   (15,178,799)    (10,097,051)           (277,466)        (8,837,542)     (3,815,649)
                                             ------------     -----------        ------------       ------------     -----------
    Net Increase (Decrease) In Net Assets
      Resulting From Capital Share
      Transactions.........................     5,703,671      87,755,894          26,624,548        159,546,087      40,746,598
                                             ------------     -----------        ------------       ------------     -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS....    26,350,114      85,499,853          26,621,232        190,702,223      41,353,115
NET ASSETS:
    Beginning of Period....................   235,995,054     150,495,201                   0         89,572,115      48,219,000
                                             ------------     -----------        ------------       ------------     -----------
    End of Period..........................  $262,345,168    $235,995,054        $ 26,621,232       $280,274,338     $89,572,115
                                             ============     ===========        ============       ============     ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       20

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              CLASS 1 SUB-ACCOUNTS INVESTING IN:
    ----------------------------------------------------------------------------------------------------------------------
                                                                                                                 AST -   
                 AST                                AST                          AST - FEDERATED               FEDERATED 
            JANCAP GROWTH                       MONEY MARKET                      UTILITY INCOME              HIGH YIELD 
    ------------------------------     ------------------------------     ------------------------------     -------------
     YEAR ENDED       YEAR ENDED        YEAR ENDED       YEAR ENDED        YEAR ENDED       YEAR ENDED        YEAR ENDED
    DEC. 31, 1995    DEC. 31, 1994     DEC. 31, 1995    DEC. 31, 1994     DEC. 31, 1995    DEC. 31, 1994     DEC. 31, 1995
    -------------    -------------     -------------    -------------     -------------    -------------     -------------
<S> <C>              <C>               <C>              <C>               <C>              <C>               <C>
    $ (3,454,894)    $ (2,491,101)     $  12,732,750    $   5,946,221     $  2,062,382      $   (73,541)      $   526,411
       8,739,731        1,587,144                  0           19,022         (528,096)        (192,841)        1,101,217
      87,642,514      (11,094,994)                 0                0       17,434,971       (5,216,614)        4,883,988
    ------------      -----------       ------------     ------------     ------------     ------------       -----------
      92,927,351      (11,998,951)        12,732,750        5,965,243       18,969,257       (5,482,996)        6,511,616
    ------------      -----------       ------------     ------------     ------------     ------------       -----------
      88,067,295       89,693,814        369,971,905      320,036,373       16,083,128       28,831,445        31,799,099
      15,929,654       16,413,857       (269,382,453)    (120,635,658)       6,339,985       (6,473,719)       21,528,708
     (15,318,172)      (7,841,867)       (68,678,873)     (36,308,163)      (6,365,421)      (4,108,447)       (2,061,195)
    ------------      -----------       ------------     ------------     ------------     ------------       -----------
      88,678,777       98,265,804         31,910,579      163,092,552       16,057,692       18,249,279        51,266,612
    ------------      -----------       ------------     ------------     ------------     ------------       -----------
     181,606,128       86,266,853         44,643,329      169,057,795       35,026,949       12,766,283        57,778,228
     243,933,996      157,667,143        284,659,589      115,601,794       70,392,891       57,626,608        20,131,298
    ------------      -----------       ------------     ------------     ------------     ------------       -----------
    $425,540,124     $243,933,996      $ 329,302,918    $ 284,659,589     $105,419,840      $70,392,891       $77,909,526
    ============      ===========       ============     ============     ============     ============       ===========
 
<CAPTION>
CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------
           AST -   
        FEDERATED 
       HIGH YIELD 
      -------------
       JAN 4* THRU
      DEC. 31, 1994
      -------------
<S>    <C>
       $  (182,878)
          (198,100)
          (122,643)
       -----------
          (503,621)
       -----------
        11,382,228
        10,453,765
        (1,201,074)
       -----------
        20,634,919
       -----------
        20,131,298
                 0
       -----------
       $20,131,298
       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       21

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                            CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                          -----------------------------------------------------------------------
                                                                  AST - PHOENIX                             AST - PHOENIX
                                                                 BALANCED ASSET                            CAPITAL GROWTH
                                                          -----------------------------             -----------------------------
                                                           YEAR ENDED      YEAR ENDED                YEAR ENDED     JAN. 4* THRU
                                                          DEC. 31, 1995   DEC. 31, 1994             DEC. 31, 1995   DEC. 31, 1994
                                                          -------------   -------------             -------------   -------------
<S>                                                       <C>             <C>                       <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)........................  $  1,532,913    $ (1,086,844)             $   (163,662)    $  (110,386)
    Net Realized Gain (Loss)............................     1,288,764         507,844                 4,825,035         (63,342)
    Net Unrealized Gain (Loss) On Investments...........    27,360,336        (907,982)                  385,057        (385,057)
                                                          ------------     -----------               -----------     -----------
    Net Increase (Decrease) In Net Assets Resulting From
      Operations........................................    30,182,013      (1,486,982)                5,046,430        (558,785)
                                                          ------------     -----------               -----------     -----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits..................    24,218,451      60,895,715                 4,086,095      10,939,730
    Net Transfers Between Sub-accounts..................    67,053,988        (843,326)              (22,578,278)      4,540,747
    Surrenders..........................................   (14,088,834)     (5,573,851)               (1,178,893)       (297,046)
                                                          ------------     -----------               -----------     -----------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions...................    77,183,605      54,478,538               (19,671,076)     15,183,431
                                                          ------------     -----------               -----------     -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS.................   107,365,618      52,991,556               (14,624,646)     14,624,646
NET ASSETS:
    Beginning of Period.................................   144,553,389      91,561,833                14,624,646               0
                                                          ------------     -----------               -----------     -----------
    End of Period.......................................  $251,919,007    $144,553,389              $          0     $14,624,646
                                                          ============     ===========               ===========     ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       22

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                               CLASS 1 SUB-ACCOUNTS INVESTING IN:
    -------------------------------------------------------------------------------------------------------------------------
                                                                            AST - T. ROWE
          AST - T. ROWE PRICE                 AST - T. ROWE PRICE           PRICE NATURAL         AST - FOUNDERS CAPITAL
           ASSET ALLOCATION                  INTERNATIONAL EQUITY             RESOURCES                APPRECIATION
    -------------------------------     -------------------------------     -------------     -------------------------------
     YEAR ENDED       JAN. 3* THRU       YEAR ENDED       JAN. 3* THRU       MAY 1* THRU       YEAR ENDED       JAN. 5* THRU
    DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1995     DEC. 31, 1994
    -------------     -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>               <C>
     $   (11,821)      $  (182,803)     $ (1,880,973)     $   (841,016)      $   (32,224)      $  (477,077)      $  (153,802)
          82,061           (14,957)          412,324          (206,344)           24,785           985,323            66,235
       6,442,301            61,399        14,512,745        (2,989,688)          410,283        11,409,803         1,868,641
    ------------      ------------      ------------       -----------       -----------       -----------       -----------
       6,512,541          (136,361)       13,044,096        (4,037,048)          402,844        11,918,049         1,781,074
    ------------      ------------      ------------       -----------       -----------       -----------       -----------
      19,704,164        17,100,763        53,649,285        65,204,510         3,205,819        29,337,377        14,103,413
      10,966,060         6,612,892        18,923,032        46,877,402         5,391,744        17,878,947        11,996,947
      (1,870,265)         (836,138)       (5,180,566)       (2,112,739)         (100,359)       (1,763,301)         (354,876)
    ------------      ------------      ------------       -----------       -----------       -----------       -----------
      28,799,959        22,877,517        67,391,751       109,969,173         8,497,204        45,453,023        25,745,484
    ------------      ------------      ------------       -----------       -----------       -----------       -----------
      35,312,500        22,741,156        80,435,847       105,932,125         8,900,048        57,371,072        27,526,558
      22,741,156                 0       105,932,125                 0                 0        27,526,558                 0
    ------------      ------------      ------------       -----------       -----------       -----------       -----------
     $58,053,656       $22,741,156      $186,367,972      $105,932,125       $ 8,900,048       $84,897,630       $27,526,558
    ============      ============      ============       ===========       ===========       ===========       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       23

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                          CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                      ---------------------------------------------------------------------------
                                                               AST - INVESCO                                AST - PIMCO
                                                               EQUITY INCOME                             TOTAL RETURN BOND
                                                      -------------------------------             -------------------------------
                                                       YEAR ENDED       JAN. 3* THRU               YEAR ENDED       JAN. 3* THRU
                                                      DEC. 31, 1995     DEC. 31, 1994             DEC. 31, 1995     DEC. 31, 1994
                                                      -------------     -------------             -------------     -------------
<S>                                                   <C>               <C>                       <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)....................  $   (519,939)      $  (428,257)             $   (164,069)      $  (299,678)
    Net Realized Gain (Loss)........................     1,171,697            (1,642)                3,447,780           (39,295)
    Net Unrealized Gain (Loss) On Investments.......    25,265,507          (891,893)               11,544,587          (251,292)
                                                      ------------       -----------              ------------       -----------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations...............................    25,917,265        (1,321,792)               14,828,298          (590,265)
                                                      ------------       -----------              ------------       -----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits..............    52,541,497        48,411,425                72,691,543        32,923,290
    Net Transfers Between Sub-accounts..............    33,377,835        18,185,796                87,302,875        13,167,453
    Surrenders......................................    (4,408,157)       (1,498,702)               (4,178,333)       (1,487,781)
                                                      ------------       -----------              ------------       -----------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions...............    81,511,175        65,098,519               155,816,085        44,602,962
                                                      ------------       -----------              ------------       -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS.............   107,428,440        63,776,727               170,644,383        44,012,697
NET ASSETS:                                                                                       
    Beginning of Period.............................    63,776,727                 0                44,012,697                 0
                                                      ------------       -----------              ------------       -----------
    End of Period...................................  $171,205,167       $63,776,727              $214,657,080       $44,012,697
                                                      ============       ===========              ============       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       24

- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                 CLASS 1 SUB-ACCOUNTS INVESTING IN:
    ----------------------------------------------------------------------------------------------------------------------------
      AST - PIMCO
    LIMITED MATURITY              AST - SCUDDER                        AST - EAGLE                        AST - BERGER
          BOND                 INTERNATIONAL BOND                     GROWTH EQUITY                      CAPITAL GROWTH
    ---------------      -------------------------------     -------------------------------     -------------------------------
      MAY 1* THRU         YEAR ENDED        MAY 2* THRU       YEAR ENDED        MAY 3* THRU       YEAR ENDED       OCT. 19* THRU
     DEC. 31, 1995       DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994
    ----------------     -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>                  <C>               <C>               <C>               <C>               <C>               <C>
      $   (196,743)       $  (130,472)      $   (85,300)      $   (71,973)      $   (18,282)      $  (293,017)      $    (3,225)
            74,892             15,446           (14,892)        1,199,416            (3,648)          443,694            (1,238)
         1,221,437          2,653,251          (240,434)           50,341           (50,341)        4,207,890            30,142
      ------------        -----------       -----------       -----------       -----------       -----------       -----------
         1,099,586          2,538,225          (340,626)        1,177,784           (72,271)        4,358,567            25,679
      ------------        -----------       -----------       -----------       -----------       -----------       -----------
        28,824,536         16,066,780         6,840,456         1,385,295         2,083,418        24,892,130         1,213,330
       127,366,630         11,730,170         8,878,060        (5,725,108)        1,482,143        12,962,168         1,759,059
        (1,093,224)        (1,332,313)         (394,979)         (301,065)          (30,196)         (577,822)           (2,777)
      ------------        -----------       -----------       -----------       -----------       -----------       -----------
       155,097,942         26,464,637        15,323,537        (4,640,878)        3,535,365        37,276,476         2,969,612
      ------------        -----------       -----------       -----------       -----------       -----------       -----------
       156,197,528         29,002,862        14,982,911        (3,463,094)        3,463,094        41,635,043         2,995,291
                 0         14,982,911                 0         3,463,094                 0         2,995,291                 0
      ------------        -----------       -----------       -----------       -----------       -----------       -----------
      $156,197,528        $43,985,773       $14,982,911       $         0       $ 3,463,094       $44,630,334       $ 2,995,291
      ============        ===========       ===========       ===========       ===========       ===========       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       25

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                              CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                              -------------------------------------------------------------------
                                                                           AVP                                   AVP
                                                                      ST MULTI-MKT                         PREMIER GROWTH
                                                              -----------------------------         -----------------------------
                                                               YEAR ENDED      YEAR ENDED            YEAR ENDED      YEAR ENDED
                                                              DEC. 31, 1995   DEC. 31, 1994         DEC. 31, 1995   DEC. 31, 1994
                                                              -------------   -------------         -------------   -------------
<S>                                                           <C>             <C>                   <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)............................  $   (190,048)   $    603,557          $   (586,198)    $  (277,768)
    Net Realized Gain (Loss)................................    (1,088,645)       (295,311)           17,431,597         328,106
    Net Unrealized Gain (Loss) On Investments...............     1,777,703      (1,931,642)             (161,574)     (1,025,385)
                                                              ------------     -----------          ------------     -----------
    Net Increase (Decrease) In Net Assets Resulting From
      Operations............................................       499,010      (1,623,396)           16,683,825        (975,047)
                                                              ------------     -----------          ------------     -----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits......................     2,647,063      12,466,700            10,108,774      15,122,332
    Net Transfers Between Sub-accounts......................   (18,752,062)    (12,047,999)          (50,998,389)      7,312,981
    Surrenders..............................................    (1,783,708)     (1,584,844)           (5,148,313)       (981,711)
                                                              ------------     -----------          ------------     -----------
    Net Increase (Decrease) In Net Assets Resulting From
      Capital Share Transactions............................   (17,888,707)     (1,166,143)          (46,037,928)     21,453,602
                                                              ------------     -----------          ------------     -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS.....................   (17,389,697)     (2,789,539)          (29,354,103)     20,478,555
NET ASSETS:
    Beginning of Period.....................................    17,664,854      20,454,393            33,502,538      13,023,983
                                                              ------------     -----------          ------------     -----------
    End of Period...........................................  $    275,157    $ 17,664,854          $  4,148,435     $33,502,538
                                                              ============     ===========          ============     ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       26

 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------------------
                                                   AVP
                 AVP                           U.S. GOV'T/                           AVP                       AVP     
           GROWTH & INCOME                HIGH GRADE SECURITIES                 TOTAL RETURN              INTERNATIONAL
    -----------------------------     -----------------------------     -----------------------------     -------------
     YEAR ENDED      YEAR ENDED        YEAR ENDED      YEAR ENDED        YEAR ENDED      YEAR ENDED        YEAR ENDED
    DEC. 31, 1995   DEC. 31, 1994     DEC. 31, 1995   DEC. 31, 1994     DEC. 31, 1995   DEC. 31, 1994     DEC. 31, 1995
    -------------   -------------     -------------   -------------     -------------   -------------     -------------
<S> <C>             <C>               <C>             <C>               <C>             <C>               <C>
    $   (182,366)    $   206,111       $    (3,592)     $  14,309        $    (8,649)     $   1,012        $   (12,887)
      10,729,759         442,931            24,185         (1,423)             1,453          4,982             41,636
         106,451      (1,194,217)          158,423        (54,167)           145,629        (23,507)            78,475
    ------------     -----------       -----------      ---------        -----------      ---------        -----------
      10,653,844        (545,175)          179,016        (41,281)           138,433        (17,513)           107,224
    ------------     -----------       -----------      ---------        -----------      ---------        -----------
       6,610,412      12,983,481         2,219,428         96,937          2,428,200         58,897          1,519,067
     (40,950,663)         65,363          (445,353)      (377,349)           167,151       (181,111)          (164,092)
      (2,353,444)     (1,325,144)         (179,310)        (3,428)            (8,142)        (9,962)           (34,528)
    ------------     -----------       -----------      ---------        -----------      ---------        -----------
     (36,693,695)     11,723,700         1,594,765       (283,840)         2,587,209       (132,176)         1,320,447
    ------------     -----------       -----------      ---------        -----------      ---------        -----------
     (26,039,851)     11,178,525         1,773,781       (325,121)         2,725,642       (149,689)         1,427,671
      29,912,121      18,733,596           538,309        863,430            210,214        359,903            740,294
    ------------     -----------       -----------      ---------        -----------      ---------        -----------
    $  3,872,270     $29,912,121       $ 2,312,090      $ 538,309        $ 2,935,856      $ 210,214        $ 2,167,965
    ============     ===========       ===========      =========        ===========      =========        ===========
 
<CAPTION>
CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------
           AVP     
      INTERNATIONAL
      -------------
       YEAR ENDED
      DEC. 31, 1994
      -------------
<S>     <C>
        $  (4,528)
            4,971
           (7,326)
        ---------
           (6,883)
        ---------
           80,370
          463,342
          (23,253)
        ---------
          520,459
        ---------
          513,576
          226,718
        ---------
        $ 740,294
        =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       27

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                              CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                             --------------------------------------------------------------------
                                                                          AVP                            AVP-NORTH AMERICAN
                                                                     MONEY MARKET                           GOV'T INCOME
                                                             -----------------------------          -----------------------------
                                                              YEAR ENDED      YEAR ENDED             YEAR ENDED     JUL. 6* THRU
                                                             DEC. 31, 1995   DEC. 31, 1994          DEC. 31, 1995   DEC. 31, 1994
                                                             -------------   -------------          -------------   -------------
<S>                                                          <C>             <C>                    <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)...........................   $    27,947      $   1,531              $   1,955       $  (2,351)
    Net Realized Gain (Loss)...............................             0              0                  8,884         (37,128)
    Net Unrealized Gain (Loss) On Investments..............             0              0                 60,489         (14,058)
                                                              -----------      ---------              ---------       ---------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations......................................        27,947          1,531                 71,328         (53,537)
                                                              -----------      ---------              ---------       ---------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits.....................     3,645,001        101,867                571,089         138,821
    Net Transfers Between Sub-accounts.....................    (1,341,382)       310,357                172,862          24,856
    Surrenders.............................................      (218,733)       (64,184)              (236,568)         (9,637)
                                                              -----------      ---------              ---------       ---------
    Net Increase (Decrease) In Net Assets Resulting From
      Capital Share Transactions...........................     2,084,886        348,040                507,383         154,040
                                                              -----------      ---------              ---------       ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS....................     2,112,833        349,571                578,711         100,503
NET ASSETS:
    Beginning of Period....................................       349,571              0                100,503               0
                                                              -----------      ---------              ---------       ---------
    End of Period..........................................   $ 2,462,404      $ 349,571              $ 679,214       $ 100,503
                                                              ===========      =========              =========       =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       28

 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                            CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  AVP
          AVP - GLOBAL DOLLAR                    AVP - UTILITY              AVP - GLOBAL      CONSERVATIVE     AVP - GROWTH
             GOV'T INCOME                           INCOME                      BOND           INVESTORS        INVESTORS  
    -------------------------------     -------------------------------     ------------      -------------    -------------
     YEAR ENDED       JUL. 6* THRU       YEAR ENDED       AUG. 29* THRU     APR. 18* THRU     MAY 29* THRU     MAY 23* THRU
    DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1995    DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     --------------   -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>              <C>
      $  (1,957)        $  (2,425)        $  (1,850)         $   (42)         $    (635)        $ (3,317)        $ (3,726)
         13,874               126             3,714                0              2,790              453              626
         95,794           (11,116)           30,372             (299)             8,741           39,193           46,876
      ---------         ---------         ---------          -------          ---------         --------         --------
        107,711           (13,415)           32,236             (341)            10,896           36,329           43,776
      ---------         ---------         ---------          -------          ---------         --------         --------
        431,237           129,166           729,387           13,739            253,264          794,514          793,019
       (160,893)          305,882           (10,329)           5,970            (41,055)          (5,538)           2,960
        (21,497)           (9,499)           (9,568)               0               (947)          (1,760)          (3,719)
      ---------         ---------         ---------          -------          ---------         --------         --------
        248,847           425,549           709,490           19,709            211,262          787,216          792,260
      ---------         ---------         ---------          -------          ---------         --------         --------
        356,558           412,134           741,726           19,368            222,158          823,545          836,036
        412,134                 0            19,368                0                  0                0                0
      ---------         ---------         ---------          -------          ---------         --------         --------
      $ 768,692         $ 412,134         $ 761,094          $19,368          $ 222,158         $823,545         $836,036
      =========         =========         =========          =======          =========         ========         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       29

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                  ---------------------------------------------------------------
                                                                       AVP        AVP - WORLDWIDE                SVL
                                                                     GROWTH        PRIVATIZATION                BOND
                                                                  ------------    ---------------   -----------------------------
                                                                  FEB. 11* THRU    APR. 3* THRU      YEAR ENDED      YEAR ENDED
                                                                  DEC. 31, 1995    DEC. 31, 1995    DEC. 31, 1995   DEC. 31, 1994
                                                                  -------------   ---------------   -------------   -------------
<S>                                                               <C>             <C>               <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)................................   $   (10,630)      $  (3,884)     $  2,506,489     $ 2,154,872
    Net Realized Gain (Loss)....................................        17,461           1,196         3,138,462      (2,955,123)
    Net Unrealized Gain (Loss) On Investments...................       106,950          15,388         1,889,396      (1,727,194)
                                                                  ------------       ---------      ------------     -----------
    Net Increase (Decrease) In Net Assets Resulting From
      Operations................................................       113,781          12,700         7,534,347      (2,527,445)
                                                                  ------------       ---------      ------------     -----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits..........................     2,566,865         672,906         7,729,086      22,576,061
    Net Transfers Between Sub-accounts..........................       674,694         236,237       (64,445,109)      6,483,428
    Surrenders..................................................       (17,080)         (3,874)       (3,767,183)     (3,083,956)
                                                                  ------------       ---------      ------------     -----------
    Net Increase (Decrease) In Net Assets Resulting From
      Capital Share Transactions................................     3,224,479         905,269       (60,483,206)     25,975,533
                                                                  ------------       ---------      ------------     -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS.........................     3,338,260         917,969       (52,948,859)     23,448,088
NET ASSETS:
    Beginning of Period.........................................             0               0        52,948,859      29,500,771
                                                                  ------------       ---------      ------------     -----------
    End of Period...............................................   $ 3,338,260       $ 917,969      $          0     $52,948,859
                                                                  ==============  ==============    ============     ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
*Date Operations Commenced.
 
                                       30

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
NOTES TO
FINANCIAL STATEMENTS
 
- --------------------------------------------------------------------------------
 
1.  ORGANIZATION
 
American Skandia Life Assurance Corporation Variable Account B -- Class 1 (the
"Account") is a separate investment account of American Skandia Life Assurance
Corporation ("American Skandia"). The Account is registered with the SEC under
the Investment Company Act of 1940 as a unit investment trust. The Account
commenced operations September 20, 1988.
 
As of December 31, 1995 the Account consisted of forty sub-accounts. These
financial statements report on thirty-six sub-accounts offered in the LifeVest
Personal Security Annuity, the American Skandia Advisors Plan Annuity, the
American Skandia Advisors Plan II Annuity, the Imperium Annuity and The Alliance
Capital Navigator Annuity. Each of the thirty-six sub-accounts invests only in a
single corresponding portfolio of either the Neuberger and Berman Advisers
Management Trust, The Alger American Fund, the American Skandia Trust, or the
Alliance Variable Products Series Fund, Inc. (the "Trusts"). Neuberger and
Berman Management, Inc. is the advisor for the Neuberger and Berman Advisers
Management Trust. Fred Alger Management, Inc. is the advisor for The Alger
American Fund. American Skandia Investment Services, Incorporated is the
investment manager for American Skandia Trust, while Seligman Henderson Co.,
Lord Abbett & Co., Janus Capital Corporation, J. P. Morgan Investment Management
Incorporated, Federated Investment Counseling, Phoenix Investment Counsel, Inc.,
T. Rowe Price Associates, Inc., Rowe Price-Fleming International, Inc., Founders
Asset Management, Inc., INVESCO Trust Company, Pacific Investment Management
Company, Scudder, Stevens & Clark, Inc. and Berger Associates, Inc. are the sub-
advisors. Alliance Capital Management L.P. is the advisor for the Alliance
Variable Products Series Fund, Inc. The investment advisors are paid fees for
their services by the respective Trusts.
 
The following nine sub-accounts have commenced operations during 1995: the
NBAMT-Partners on May 2, 1995; the AST-Seligman Henderson International Small
Cap on May 1, 1995; the AST-T. Rowe Price Natural Resources on May 1, 1995; the
AST-PIMCO Limited Maturity Bond on May 1, 1995; the AVP-Global Bond on April 18,
1995; the AVP-Conservative Investors on May 29, 1995; the AVP-Growth Investors
on May 23, 1995; the AVP-Growth on February 11, 1995 and the AVP-Worldwide
Privatization on April 3, 1995.
 
Effective May 1, 1995 the AST-Seligman Henderson International Equity
sub-account changed its name from Henderson International Growth.
 
The following eight sub-accounts ceased operations on December 29, 1995: the
NBAMT-Growth; the NBAMT-Limited Maturity Bond; the NBAMT-Balanced; the
AAF-Income & Growth; the AAF-Balanced; the AST-Phoenix Capital Growth; the
AST-Eagle Growth Equity and the SVL-Bond.
 
2.  VALUATION OF INVESTMENTS
 
The market value of the investments in the sub-accounts is based on the net
asset values of the Trust shares held at the end of the current period.
Transactions are accounted for on the trade date and dividend income is
recognized on an accrual basis. Realized gains and losses on sales of
investments are determined on a first-in first-out basis.
 
3.  INCOME TAXES
 
American Skandia does not expect to incur any Federal income tax liability on
earnings, or realized capital gains attributable to the Account, therefore, no
charges for Federal income taxes are currently deducted from the Account. If
American Skandia incurs income taxes attributable to the Account, or determines
that such
 
                                       31

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
NOTES TO
FINANCIAL STATEMENTS (CONT'D)
 
- --------------------------------------------------------------------------------
 
taxes will be incurred, it may make a charge for such taxes against the Account.
 
Under current laws, American Skandia may incur state and local income taxes (in
addition to premium tax) in several states. The company does not anticipate that
these will be significant. However, American Skandia may make charges to the
Account in the event that the amount of these taxes change.
 
4.  CONTRACT CHARGES
 
The following contract charges are paid to American Skandia:
 
     Mortality and Expense Risk Charges -- Charged daily against the Account at
     an annual rate of 1.25% of the net assets.
 
     Administrative Fees -- Charged daily against the Account at an annual rate
     of .15% of the net assets. A maintenance fee of $30 is deducted at the end
     of each contract year and on surrender.
 
     Contingent Deferred Sales Charges are computed as set forth in the LifeVest
     Personal Security Annuity, the American Skandia Advisors Plan Annuity, the
     American Skandia Advisors Plan II Annuity, the Imperium Annuity or The
     Alliance Capital Navigator Annuity. These charges may be imposed on the
     full, or partial surrender of certain contracts. There is no contingent
     deferred sales charge if all premiums were received at least seven complete
     years prior to the date of the full or partial surrender.
 
5.  PAYABLE TO CONTRACTOWNERS
 
Under the exchange program, new contractowners are eligible to receive an
"Exchange Credit" for the surrender charge paid to surrender exchange
contracts, with specific limitations. This Exchange Credit is converted to
units on behalf of the contractowner 30 days following issuance of the contract
pursuant to the exchange program.
 
The balance of the Exchange Credit for contracts within their first thirty days
is equal to $776,737 as of December 31, 1995.
 
                                       32

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
 
                                       33

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
NOTES TO
FINANCIAL STATEMENTS (CONT'D)
 
- --------------------------------------------------------------------------------
 
6.  CHANGES IN THE UNITS OUTSTANDING
<TABLE>
<CAPTION>
                                                            -------------------------------------------------------------
                                                                         CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                            -------------------------------------------------------------
                                                                                                   NBAMT - LIMITED
                                                                   NBAMT - GROWTH                   MATURITY BOND
                                                            -----------------------------   -----------------------------
                                                             YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED
                                                            DEC. 31, 1995   DEC. 31, 1994   DEC. 31, 1995   DEC. 31, 1994
                                                            -------------   -------------   -------------   -------------
<S>                                                         <C>             <C>             <C>             <C>
Units Outstanding Beginning of the Period...................    2,734,835     2,388,450       10,689,462      10,615,851
Units Purchased.............................................      448,525       792,315        1,396,229       6,223,007
Units Transferred Between Sub-accounts......................   (2,956,438)     (310,529)     (11,348,447)     (5,248,072)
Units Surrendered...........................................     (226,922)     (135,401)        (737,244)       (901,324)
                                                              ----------      ---------      -----------      ----------
Units Outstanding End of the Period.........................            0     2,734,835                0      10,689,462
                                                              ==========      =========      ===========      ==========
 
<CAPTION>
                                                                         CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                            -------------------------------------------------------------
                                                                                                         AAF     
                                                                   AAF - BALANCED                   MIDCAP GROWTH      
                                                            -----------------------------   -----------------------------
                                                             YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED  
                                                            DEC. 31, 1995   DEC. 31, 1994   DEC. 31, 1995   DEC. 31, 1994
                                                            -------------   -------------   -------------   -------------
<S>                                                         <C>             <C>             <C>             <C>
Units Outstanding Beginning of the Period...................      768,128       583,925        4,308,374       1,450,892
Units Purchased.............................................       94,924       276,819        2,610,647       1,672,798
Units Transferred Between Sub-accounts......................     (803,800)      (36,274)       1,707,257       1,325,354
Units Surrendered...........................................      (59,252)      (56,342)        (326,535)       (140,670)
                                                              ----------      ---------      -----------      ----------
Units Outstanding End of the Period.........................            0       768,128        8,299,743       4,308,374
                                                              ==========      =========      ===========      ==========
<CAPTION>
                                                                         CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                            -------------------------------------------------------------
                                                                   AST - FEDERATED                 AST - FEDERATED
                                                                   UTILITY INCOME                    HIGH YIELD
                                                            -----------------------------   -----------------------------
                                                             YEAR ENDED      YEAR ENDED      YEAR ENDED     JAN. 4* THRU
                                                            DEC. 31, 1995   DEC. 31, 1994   DEC. 31, 1995   DEC. 31, 1994
                                                            -------------   -------------   -------------   -------------
<S>                                                         <C>             <C>             <C>             <C>
Units Outstanding Beginning of the Period...................    7,177,232     5,390,877        2,106,791               0
Units Purchased.............................................    1,476,370     2,825,121        2,963,225       1,166,363
Units Transferred Between Sub-accounts......................      593,245      (624,103)       2,042,843       1,065,686
Units Surrendered...........................................     (604,661)     (414,663)        (197,701)       (125,258)
                                                              ----------      ---------      -----------      ----------
Units Outstanding End of the Period.........................    8,642,186     7,177,232        6,915,158       2,106,791
                                                              ==========      =========      ===========      ==========
<CAPTION>
                                                                         CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                            -------------------------------------------------------------
                                                                   AST - FOUNDERS                   AST - INVESCO 
                                                                CAPITAL APPRECIATION                EQUITY INCOME        
                                                            -----------------------------   -----------------------------
                                                             YEAR ENDED     JAN. 5* THRU     YEAR ENDED     JAN. 3* THRU 
                                                            DEC. 31, 1995   DEC. 31, 1994   DEC. 31, 1995   DEC. 31, 1994
                                                            -------------   -------------   -------------   -------------
<S>                                                         <C>             <C>             <C>             <C>
Units Outstanding Beginning of the Period...................    2,575,105             0        6,633,333               0
Units Purchased.............................................    2,286,783     1,412,806        4,723,155       4,940,630
Units Transferred Between Sub-accounts......................    1,357,850     1,198,628        2,932,812       1,851,061
Units Surrendered...........................................     (143,365)      (36,329)        (405,588)       (158,358)
                                                              ----------      ---------      -----------      ----------
Units Outstanding End of the Period.........................    6,076,373     2,575,105       13,883,712       6,633,333
                                                              ==========      =========      ===========      ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       34

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
       --------------------------------------------------------------------------------------------------------------
                                             CLASS 1 SUB-ACCOUNTS INVESTING IN:
       --------------------------------------------------------------------------------------------------------------
                                                  NBAMT                      AAF - INCOME                AAF - SMALL  
              NBAMT - BALANCED                   PARTNERS                      & GROWTH                 CAPITALIZATION
       -------------------------------     --------------------     -------------------------------     -------------
        YEAR ENDED        YEAR ENDED           MAY 2* THRU           YEAR ENDED        YEAR ENDED        YEAR ENDED
       DEC. 31, 1995     DEC. 31, 1994        DEC. 31, 1995         DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995
       -------------     -------------     --------------------     -------------     -------------     -------------
<S>    <C>               <C>               <C>                      <C>               <C>               <C>
          3,956,683         3,624,095                    0             1,958,603        2,023,006          9,356,764
            269,961           890,323            1,178,962               147,593          482,871          2,406,348
         (3,986,078)         (307,645)           6,797,769            (1,962,060)        (441,752)         1,130,736
           (240,566)         (250,090)             (18,233)             (144,136)        (105,522)          (576,484)
         ----------        ----------           ----------            ----------        ---------         ----------
                  0         3,956,683            7,958,498                     0        1,958,603         12,317,364
         ==========        ==========           ==========            ==========        =========         ==========
<CAPTION>
     ------------------------------------------------------- 
             CLASS 1 SUB-ACCOUNTS INVESTING IN:
     ------------------------------------------------------- 
     AAF - SMALL  
    CAPITALIZATION                  AAF - GROWTH
   ---------------     -------------------------------------
      YEAR ENDED        YEAR ENDED           YEAR ENDED
     DEC. 31, 1994     DEC. 31, 1995        DEC. 31, 1994
     -------------     -------------     -------------------
<S>    <C>             <C>               <C>
        7,101,658         5,614,760            2,997,458
        2,068,053         2,850,077            1,718,430
          464,709         4,034,205            1,095,282
         (277,656)         (406,751)            (196,410)
       ----------       -----------          -----------
        9,356,764        12,092,291            5,614,760
       ==========       ===========          ===========
 
<CAPTION>
       --------------------------------------------------------------------------------------------------------------
                                             CLASS 1 SUB-ACCOUNTS INVESTING IN:
       --------------------------------------------------------------------------------------------------------------
          AST - SELIGMAN HENDERSON         AST - SELIGMAN HEND.            AST - LORD ABBETT            AST - JANCAP
            INTERNATIONAL EQUITY             INTL. SMALL CAP                GROWTH & INCOME                GROWTH   
       -------------------------------     --------------------     -------------------------------     -------------
        YEAR ENDED        YEAR ENDED           MAY 1* THRU           YEAR ENDED        YEAR ENDED        YEAR ENDED
       DEC. 31, 1995     DEC. 31, 1994        DEC. 31, 1995         DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995
       -------------     -------------     --------------------     -------------     -------------     -------------
<S>    <C>               <C>               <C>                      <C>               <C>               <C>
         14,043,215         9,063,464                    0             7,479,449        4,058,228         22,354,170
          2,649,360         5,095,072            1,196,966             3,979,610        2,933,200          6,507,267
         (1,401,250)          485,868            1,431,454             7,602,286          813,176            981,087
           (898,188)         (601,189)             (27,137)             (649,586)        (325,155)        (1,179,787)
         ----------        ----------           ----------            ----------        ---------         ----------
         14,393,137        14,043,215            2,601,283            18,411,759        7,479,449         28,662,737
         ==========        ==========           ==========            ==========        =========         ==========
<CAPTION>
     ------------------------------------------------------- 
             CLASS 1 SUB-ACCOUNTS INVESTING IN:
     ------------------------------------------------------- 
      AST - JANCAP                                
         GROWTH                 AST - MONEY MARKET
     -------------     ------------------------------------
     YEAR ENDED        YEAR ENDED           YEAR ENDED
     DEC. 31, 1994     DEC. 31, 1995        DEC. 31, 1994
     -------------     -------------     -------------------
<S>    <C>             <C>               <C>
       13,603,637        27,491,389           11,422,783
        7,976,529        34,937,859           31,347,755
        1,497,592       (25,355,473)         (11,832,144)
         (723,588)       (6,509,333)          (3,447,005)
       ----------       -----------          -----------
       22,354,170        30,564,442           27,491,389
       ==========       ===========          ===========
<CAPTION>
       --------------------------------------------------------------------------------------------------------------
                                             CLASS 1 SUB-ACCOUNTS INVESTING IN:
       --------------------------------------------------------------------------------------------------------------
                AST - PHOENIX                          AST - PHOENIX                        AST - T. ROWE PRICE
               BALANCED ASSET                          CAPITAL GROWTH                        ASSET ALLOCATION
       --------------------------------    --------------------------------------     -------------------------------       
        YEAR ENDED        YEAR ENDED            YEAR ENDED          JAN. 4* THRU       YEAR ENDED       JAN. 3* THRU
       DEC. 31, 1995     DEC. 31, 1994        DEC. 31, 1995         DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994
       -------------     -------------     --------------------     -------------     -------------     -------------
<S>    <C>               <C>               <C>                      <C>               <C>               <C>
         13,986,604         8,743,758            1,587,862                     0        2,320,063                  0
          2,134,234         5,868,183              406,857             1,148,001        1,756,929          1,738,663
          5,317,549           (79,635)          (1,883,135)              472,146          961,444            667,736
         (1,274,539)         (545,702)            (111,584)              (32,285)        (169,480)           (86,336)
         ----------        ----------           ----------            ----------        ---------         ----------
         20,163,848        13,986,604                    0             1,587,862        4,868,956          2,320,063
         ==========        ==========           ==========            ==========        =========         ==========
<CAPTION>
     --------------------------------------------------------
               CLASS 1 SUB-ACCOUNTS INVESTING IN:
     --------------------------------------------------------
           AST - T. ROWE PRICE           AST - T. ROWE PRICE
          INTERNATIONAL EQUITY            NATURAL RESOURCES
     -------------------------------     -------------------
      YEAR ENDED       JAN. 3* THRU          MAY 1* THRU
     DEC. 31, 1995     DEC. 31, 1994        DEC. 31, 1995
     -------------     -------------     -------------------
<S>    <C>             <C>               <C>
       11,166,758                 0                    0
        5,451,722         6,643,509              306,567
        1,852,683         4,744,934              512,490
         (535,912)         (221,685)             (10,452)
       ----------       -----------          -----------
       17,935,251        11,166,758              808,605
       ==========       ===========          ===========
<CAPTION>
       --------------------------------------------------------------------------------------------------------------
                                             CLASS 1 SUB-ACCOUNTS INVESTING IN:
       --------------------------------------------------------------------------------------------------------------
              AST - PIMCO TOTAL              AST - PIMCO LTD.                AST - SCUDDER               AST - EAGLE  
                 RETURN BOND                  MATURITY BOND               INTERNATIONAL BOND            GROWTH EQUITY 
       -------------------------------     --------------------     -------------------------------     -------------
        YEAR ENDED       JAN. 3* THRU          MAY 1* THRU           YEAR ENDED        MAY 2* THRU       YEAR ENDED
       DEC. 31, 1995     DEC. 31, 1994        DEC. 31, 1995         DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995
       -------------     -------------     --------------------     -------------     -------------     -------------
<S>    <C>               <C>               <C>                      <C>               <C>               <C>
          4,577,708                 0                    0             1,562,364                0            351,319
          6,858,117         3,383,108            2,833,131             1,596,914          703,494            134,138
          8,025,131         1,354,594           12,333,359             1,162,185          899,756           (457,740)
           (399,116)         (159,994)            (107,846)             (134,768)         (40,886)           (27,717)
         ----------        ----------           ----------            ----------        ---------         ----------
         19,061,840         4,577,708           15,058,644             4,186,695        1,562,364                  0
         ==========        ==========           ==========            ==========        =========         ==========
<CAPTION> 
       AST - EAGLE                 AST - BERGER
      GROWTH EQUITY               CAPITAL GROWTH
     --------------    ------------------------------------
      MAY 3* THRU       YEAR ENDED          OCT. 19* THRU
     DEC. 31, 1994     DEC. 31, 1995        DEC. 31, 1994
     -------------     -------------     -------------------
<S>    <C>             <C>               <C>
                0           301,267                    0
          205,932         2,242,838              123,907
          148,564         1,168,175              177,648
           (3,177)          (53,444)                (288)
       ----------       -----------          -----------
          351,319         3,658,836              301,267
       ==========       ===========          ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       35

 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
 
VARIABLE ACCOUNT B -- CLASS 1
NOTES TO
FINANCIAL STATEMENTS (CONCLUDED)
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         ---------------------------------------------------------------
                                                                       CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                         ---------------------------------------------------------------
                                                                    AVP - ST
                                                                    MULTI-MKT                  AVP - PREMIER GROWTH
                                                         -------------------------------   -----------------------------
                                                          YEAR ENDED       YEAR ENDED       YEAR ENDED      YEAR ENDED
                                                         DEC. 31, 1995    DEC. 31, 1994    DEC. 31, 1995   DEC. 31, 1994
                                                         -------------   ---------------   -------------   -------------
<S>                                                      <C>             <C>               <C>             <C>
Units Outstanding Beginning of the Period................    1,839,569       1,963,502        2,802,431      1,042,445
Units Purchased..........................................      277,962       1,204,060          698,547      1,241,198
Units Transferred Between Sub-accounts...................   (1,902,437)     (1,171,841)      (2,892,802)       602,509
Units Surrendered........................................     (187,874)       (156,152)        (365,216)       (83,721)
                                                           ----------        ---------      -----------     ----------
Units Outstanding End of the Period......................       27,220       1,839,569          242,960      2,802,431
                                                           ==========        =========      ===========     ==========
 
<CAPTION>
                                                                       CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                         ---------------------------------------------------------------
                                                                                               AVP - NORTH AMERICAN 
                                                               AVP - MONEY MARKET                  GOV'T INCOME         
                                                         --------------------------------  -----------------------------
                                                          YEAR ENDED       YEAR ENDED       YEAR ENDED     JUL. 6* THRU 
                                                         DEC. 31, 1995    DEC. 31, 1994    DEC. 31, 1995   DEC. 31, 1994
                                                         -------------   ---------------   -------------  --------------
<S>                                                      <C>             <C>               <C>             <C>
Units Outstanding Beginning of the Period................       34,276               0           11,541              0
Units Purchased..........................................      348,552          10,126           58,642         14,000
Units Transferred Between Sub-accounts...................     (128,439)         30,484           18,738         (1,485)
Units Surrendered........................................      (21,131)         (6,334)         (24,456)          (974)
                                                           ----------        ---------      -----------     ----------
Units Outstanding End of the Period......................      233,258          34,276           64,465         11,541
                                                           ==========        =========      ===========     ==========
<CAPTION>
                                                                       CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                         ---------------------------------------------------------------
                                                              AVP        AVP - WORLDWIDE                      
                                                            GROWTH        PRIVATIZATION             SVL - BOND          
                                                         -------------    --------------   -----------------------------
                                                         FEB. 11* THRU    APRIL 3* THRU     YEAR ENDED      YEAR ENDED  
                                                         DEC. 31, 1995    DEC. 31, 1995    DEC. 31, 1995   DEC. 31, 1994
                                                         -------------   ---------------   -------------   -------------
<S>                                                      <C>             <C>               <C>             <C>
Units Outstanding Beginning of the Period................            0               0        5,363,572      2,805,580
Units Purchased..........................................      195,420          62,294          736,663      2,224,881
Units Transferred Between Sub-accounts...................       50,339          21,808       (5,742,035)       647,672
Units Surrendered........................................       (1,278)           (361)        (358,200)      (314,561)
                                                           ----------        ---------      -----------     ----------
Units Outstanding End of the Period......................      244,481          83,741                0      5,363,572
                                                           ==========        =========      ===========     ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       36

 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------------
                                            CLASS 1 SUB-ACCOUNTS INVESTING IN:
       -------------------------------------------------------------------------------------------------------------
                AVP - GROWTH                      AVP - U.S. GOV'T/
                  & INCOME                      HIGH GRADE SECURITIES                   AVP - TOTAL RETURN
       -------------------------------     -------------------------------     -------------------------------------
        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED         YEAR ENDED           YEAR ENDED
       DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995        DEC. 31, 1994
       -------------     -------------     -------------     -------------     --------------     ------------------
<S>    <C>               <C>               <C>               <C>               <C>                <C>
          2,652,224        1,632,107           53,792            81,644             20,623               33,503
            498,906        1,135,476          198,877             9,403            201,820                5,616
         (2,711,896)           1,946          (40,031)          (36,866)            14,441              (17,497)
           (182,742)        (117,305)         (16,160)             (389)              (690)                (999)
         ----------       ----------       ----------        -----------        ----------          -----------
            256,492        2,652,224          196,478            53,792            236,194               20,623
         ==========       ==========       ==========        ==========          =========           ==========
<CAPTION>
   ---------------------------------- 
   CLASS 1 SUB-ACCOUNTS INVESTING IN:
   ---------------------------------- 
          AVP - INTERNATIONAL
     ------------------------------
      YEAR ENDED
       DEC. 31,        YEAR ENDED
         1995         DEC. 31, 1994
     ------------     -------------
<S>    <C>            <C>       
         59,089           19,040
        116,244            6,274
        (12,854)          35,623
         (2,730)          (1,848)
     ----------       -----------
        159,749           59,089
     ==========       ===========
 
<CAPTION>
       --------------------------------------------------------------------------------------------------------------
                                            CLASS 1 SUB-ACCOUNTS INVESTING IN:
       --------------------------------------------------------------------------------------------------------------
             AVP - GLOBAL DOLLAR                    AVP - UTILITY               AVP - GLOBAL      AVP - CONSERVATIVE
                GOV'T INCOME                           INCOME                       BOND              INVESTORS
       -------------------------------     -------------------------------    ---------------     -------------------
        YEAR ENDED       JULY 6* THRU       YEAR ENDED       AUG. 29* THRU     APRIL 18* THRU        MAY 29* THRU
       DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995     DEC. 31, 1994     DEC. 31, 1995        DEC. 31, 1995
       -------------     -------------     -------------     -------------     --------------     ------------------
<S>    <C>               <C>               <C>               <C>               <C>                <C>
             42,277                0            1,963                 0                  0                    0
             39,607           12,888           64,163             1,371             21,540               71,578
            (14,789)          30,339             (892)              593             (3,331)                (514)
             (2,069)            (950)            (824)               (1)               (87)                (155)
         ----------       ----------       ----------        -----------        ----------          -----------
             65,026           42,277           64,410             1,963             18,122               70,909
         ==========       ==========       ==========        ==========          =========           ==========
<CAPTION> 
- ---------------------------------- 
CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ---------------------------------- 
     AVP - GROWTH
      INVESTORS
     ------------
     MAY 23* THRU
       DEC. 31,
         1995
     ------------
<S>    <C>       
              0
         70,305
            267
           (322)
     -----------
         70,250
     ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       37

[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED 
DECEMBER 31, 1995 FINANCIAL STATEMENTS OF THE ALGER AMERICAN FUND FOLLOW AT THIS
POINT. THE FINANCIAL STATEMENTS WERE FILED WITH THE COMMISSION VIA THE EDGAR
FORMAT ON FEBRUARY 28, 1996; FORM TYPE N-30D; FILE # 811-5550. THE FINANCIAL
STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE NOT AVAILABLE TO OWNERS
OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN
ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR THE ALLIANCE CAPITAL
NAVIGATOR ANNUITIES.]



[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED 
DECEMBER 31, 1995 FINANCIAL STATEMENTS OF THE NEUBERGER & BERMAN ADVISORS
MANAGEMENT TRUST FOLLOW AT THIS POINT. THE FINANCIAL STATEMENTS WERE FILED WITH
THE COMMISSION VIA THE EDGAR FORMAT ON FEBRUARY 28, 1996; FORM TYPE N-30D; FILE
#811-04255. THE FINANCIAL STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE
NOT AVAILABLE TO OWNERS OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN
SKANDIA ADVISORS PLAN ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR
THE ALLIANCE CAPITAL NAVIGATOR ANNUITIES.]



[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED 
DECEMBER 31, 1995 FINANCIAL STATEMENTS OF THE AMERICAN SKANDIA TRUST FUND FOLLOW
AT THIS POINT. THE FINANCIAL STATEMENTS WERE FILED WITH THE COMMISSION VIA THE
EDGAR FORMAT ON MARCH 7, 1996; FORM TYPE N-30D; FILE # 811-05186. THE FINANCIAL
STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE NOT AVAILABLE TO OWNERS
OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN
ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR THE ALLIANCE CAPITAL
NAVIGATOR ANNUITIES.]


[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED DECEMBER
31, 1995 FINANCIAL STATEMENTS OF THE ALLIANCE VARIABLE PRODUCTS SERIES FUND,
INC. FOLLOW AT THIS POINT. THE FINANCIAL STATEMENTS WERE FILED WITH THE
COMMISSION VIA THE EDGAR FORMAT ON FEBRUARY 28, 1996; FORM TYPE N-30B-2; FILE
# 811-5398. THE FINANCIAL STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE
NOT AVAILABLE TO OWNERS OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN
SKANDIA ADVISORS PLAN ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR
THE ALLIANCE CAPITAL NAVIGATOR ANNUITIES.]



[EDGAR REFERENCE - IN THE PRINTED VERSION OF THIS REPORT THE AUDITED DECEMBER
31, 1995 FINANCIAL STATEMENTS OF THE SCUDDER VARIABLE LIFE INVESTMENT FUND
FOLLOW AT THIS POINT. THE FINANCIAL STATEMENTS WERE FILED WITH THE COMMISSION
VIA THE EDGAR FORMAT ON FEBRUARY 28, 1996; FORM TYPE N-30D; FILE # 811-4257. THE
FINANCIAL STATEMENTS INCLUDE INFORMATION ON PORTFOLIOS WHICH ARE NOT AVAILABLE
TO OWNERS OF THE LIFEVEST PERSONAL SECURITY ANNUITIES, AMERICAN SKANDIA ADVISORS
PLAN ANNUITIES, AMERICAN SKANDIA ADVISORS PLAN II ANNUITIES NOR THE ALLIANCE
CAPITAL NAVIGATOR ANNUITIES.]

American Skandia Life
Assurance Corporation
Tower One Corporate Drive
Shelton, CT 06484
 
                                                          ----------------------
 
                                                            BULK RATE
                                                            U. S. POSTAGE
                                                            PAID
                                                            NEW YORK, NY
                                                            PERMIT NO. 8048
 
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                                     PART C

                                OTHER INFORMATION


<PAGE>


Item 24.  Financial Statements and Exhibits:

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

(b)      Exhibits are attached as indicated.

     (1)  Copy  of the  resolution  of  the  board  of  directors  of  Depositor
authorizing  the   establishment  of  the  Registrant  for  Separate  Account  B
(previously  filed  in  the  initial  Registration   Statement  to  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  known as 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 of Registration Statement No. 33-44436, filed April 20, 1993).

     (4) Copy of the form of the  Annuity  (previously  filed in  Post-Effective
Amendment No. 1 to this Registration Statement, filed April 20, 1995). (i) Filed
via EDGAR with this Registration Statement

     (5) A copy of the application form used with the Annuity  (previously filed
in Pre-Effective  Amendment No. 9 to Registration Statement No. 33-44436,  filed
February 17, 1995).

     (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)      Annuity Reinsurance Agreements between Depositor and:

(a) Transamerica Occidental Life Assurance Company effective May 1, 1995.

(b) PaineWebber Life Insurance Company effective January 1, 1995.

(c) Connecticut General Life Insurance Company effective January 1, 1995.

         (8)      Agreements between Depositor and:

     (a)  Neuberger & Berman  Advisers  Management  Trust  (previously  filed in
Post-Effective  Amendment No. 5 to Registration  Statement No.  33-19363,  filed
February  28,  1990).  

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

     (c) 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).

         (9)      Opinion and Consent of Werner & Kennedy.

         (10)     Consent of Deloitte & Touche LLP.

         (11)     Not applicable.

         (12)     Not applicable.

     (13)   Calculation  of  Performance   Information  for   Advertisement   of
Performance  (previously  filed in Pre-Effective  Amendment No.1 to Registration
Statement  No.  33-44436,  filed  March 30,  1992).  (i)  Filed  via EDGAR  with
Post-effective  Amendment No. 12 to Registration  Statement No. 33-44436,  filed
April ______________, 1996

         (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 may provide such
                  services in relation to  marketing  of certain  public  mutual
                  funds. It also has the power to carry on a general  financial,
                  securities,  distribution,  advisory,  or investment  advisory
                  business;  to act as a general  agent or broker for  insurance
                  companies  and to render  advisory,  managerial,  research and
                  consulting  services for maintaining and improving  managerial
                  efficiency and operation.

         (3)      American Skandia Investment Services,  Incorporated ("ASISI"),
                  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.
                  It's primary role is expected to be as investment  manager for
                  certain  mutual funds to be made available  primarily  through
                  the  variable  insurance  products  of American  Skandia  Life
                  Assurance Corporation.

         (4)      Skandia  Vida:  This  subsidiary  of  American   Skandia  Life
                  Assurance  Corporation was organized in March, 1995, and began
                  operations in July, 1995. It offers  investment  oriented life
                  insurance  designed for  long-term  savings  products  through
                  independent banks and brokers in Mexico.

     Item 27.  Number of Contract  Owners:  As of December 31, 1995,  there were
14,690 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.

<TABLE>
<CAPTION>
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 Address Offices With Underwriter

<S>                                                                             <C>  
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
</TABLE>

     Item 30.  Location  of  Accounts  and  Records:  Accounts  and  records are
maintained by ASLAC at its principal office in Shelton, Connecticut.

Item 31.  Management Services:  None

Item 32.  Undertakings:

(a)  Registrant  hereby  undertakes to file a  post-effective  amendment to this
Registration  Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old so  long as  payments  under  the  annuity  contracts  may be  accepted  and
allocated to the Sub-accounts of Separate Account B.

(b) Registrant hereby undertakes to include either (1) as part of any enrollment
form or application to purchase a contract  offered by the  prospectus,  a space
that an applicant  or enrollee  can check to request a Statement  of  Additional
Information,  or (2) a post card or similar written  communication affixed to or
included in the prospectus that the applicant can remove to send for a Statement
of Additional Information.

(c)  Registrant  hereby  undertakes  to  deliver  any  Statement  of  Additional
Information  and any financial  statements  required to be made available  under
this form promptly upon written or oral request.
                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(b) for  effectiveness of the Registration  Statement and
has duly caused this  Registration  Statement to be signed on its behalf, in the
Town of Shelton and State of Connecticut, on this day of April 25, 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,                       April 25, 1996
           Jan R. Carendi           Chairman of the Board and Director

                                    (Principal Financial Officer and Principal Accounting Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and               April 25, 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 or are not applicable.  The exhibits included are as
                  follows:

                  No. 4 (i)         EDGAR filing of Annuity

                  No. 7

     (a)  Annuity  Reinsurance  Agreement  between  Depositor  and  Transamerica
Occidental Life Assurance Company

     (b) Annuity  Reinsurance  Agreement  between Depositor and PaineWebber Life
Insurance Company

     (c) Annuity Reinsurance Agreement between Depositor and Connecticut General
Life Insurance Company

                  No. 9    Opinion and Consent of Werner & Kennedy

                  No. 10   Consent of Deloitte & Touche LLP


<PAGE>

                                           

                                                
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                              SHELTON, CONNECTICUT

                                (A Stock Company)


This  certificate  (the  "Annuity")  is a summary of the  provisions  of a group
annuity  contract.  The contract owner and contract are as shown in the Schedule
made part of this Annuity.

                                 RIGHT TO CANCEL

You may return this Annuity to our Office or to the representative who solicited
its  purchase  for a refund  within  twenty-one  days after you  receive it. The
amount of the refund  will  equal the then  current  Account  Value plus any tax
charge deducted as of the date we receive the cancellation request. You bear the
investment  risk during this period.  If this Annuity is issued as an individual
retirement  annuity  ("IRA"),  we will  refund the  greater of (1) the  Purchase
Payment or (2) the  current  Account  Value of the Annuity if you  exercise  the
Right to Cancel  provision  and we receive your request for refund In Writing at
our Office within ten days after you receive the Annuity.

Signed for American Skandia Life Assurance Corporation:



      Secretary                                             President
/S/ W. Patricia Paez                                     /s/ G. Boronow




                             GROUP DEFERRED ANNUITY
                                NON-PARTICIPATING
        VARIABLE AND FIXED INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD
                   FIXED ANNUITY PAYMENTS IN THE PAYOUT PERIOD

 IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE VARIABLE
      INVESTMENT OPTIONS ARE BASED ON THEIR INVESTMENT PERFORMANCE AND ARE,
    THEREFORE, NOT GUARANTEED. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT
           VALUE IN THE SUB-ACCOUNTS" FOR A MORE COMPLETE EXPLANATION.

   IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE FIXED
  INVESTMENT OPTIONS MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT. SUCH A MARKET
  VALUE ADJUSTMENT MAY INCREASE OR DECREASE ANY SUCH PAYMENTS OR VALUES. PLEASE
  REFER TO THE SECTION ENTITLED "ACCOUNT VALUE OF THE FIXED ALLOCATIONS" FOR A
                           MORE COMPLETE EXPLANATION.


<PAGE>



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS



<S>                                                                                                      <C>
DEFINITIONS                                                                                              5
INVESTMENT OF ACCOUNT VALUE..............................................................................7
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................8
CHARGES        ..........................................................................................9
PARTICIPATION RIGHTS AND DESIGNATIONS...................................................................10
PURCHASE PAYMENTS.......................................................................................11
ACCOUNT VALUE AND SURRENDER VALUE.......................................................................11
ALLOCATION RULES........................................................................................13
TRANSFERS                                                                                               13
DISTRIBUTIONS                                                                                           15
GENERAL PROVISIONS......................................................................................20
ANNUITY TABLES                                                                                          22
</TABLE>



































                    A  copy  of  any   enrollment   form  and  any   riders  and
endorsements are attached.


<PAGE>




AXASP2/CRT (12/94)-04                                                       ASP2
                                    SCHEDULE


ANNUITY NUMBER:    [001-00001]      ISSUE DATE:     [JUNE 1, 1990]

TYPE OF BUSINESS:  [INDIVIDUAL RETIREMENT ANNUITY]

PARTICIPANT:    [JOHN DOE]
         DATE OF BIRTH:  [OCTOBER 21, 1940]          SEX:     [MALE]

[PARTICIPANT:   [MARY DOE]
         DATE OF BIRTH:  [OCTOBER 15, 1940]                   SEX:     [FEMALE]]

ANNUITANT:     [JOHN DOE]

ANNUITANT'S DATE OF BIRTH:     [APRIL 01,1934]       ANNUITANT'S SEX:     [MALE]

ANNUITY DATE:     [MAY 01, 2019]

CONTINGENT ANNUITANT:     AS NAMED IN ANY ENROLLMENT FORM OR LATER CHANGED

BENEFICIARY:     AS NAMED IN ANY ENROLLMENT FORM OR LATER CHANGED

PURCHASE PAYMENT:     $[10,000]     NET PURCHASE PAYMENT:     $[10,000]

MINIMUM ADDITIONAL PURCHASE PAYMENT     $[100]

MINIMUM WITHDRAWAL AMOUNT:    $[100]

MINIMUM ACCOUNT VALUE AFTER WITHDRAWAL:     $[1,000]

MINIMUM SURRENDER VALUE AT COMMENCEMENT OF
         SYSTEMATIC WITHDRAWAL PROGRAM:    $[20,000]

MINIMUM ACCOUNT VALUE AT COMMENCEMENT OF
         DOLLAR COST AVERAGING PROGRAM: $[20,000]

MINIMUM ACCOUNT VALUE AT COMMENCEMENT OF REBALANCING PROGRAM $[20,000]

MINIMUM INITIAL PURCHASE PAYMENT IN RESPECT TO BANK DRAFTING $[1,000]

TOTAL MINIMUM MONTHLY PURCHASE PAYMENTS IN RESPECT TO BANK DRAFTING $[750]

MINIMUM ANNUITY PAYMENT:     $[100 PER MONTH]

CUT OFF DATE:  [THE DECEDENT'S 90TH BIRTHDAY]


<PAGE>





                              SCHEDULE (CONTINUED)


CONTINGENT DEFERRED SALES CHARGE:

                  LENGTH OF TIME                     PERCENTAGE OF PURCHASE
                  SINCE PURCHASE PAYMENT             PAYMENTS BEING LIQUIDATED

                           [0-1 year                                   7.5%
                           1-2 years                                   7.0%
                           2-3 years                                   6.0%
                           3-4 years                                   5.0%
                           4-5 years                                   4.0%
                           5-6 years                                   3.0%
                           6-7 years                                   2.0%
                           7+ years                                    0%]

AUTOMATIC SUB-ACCOUNT:  [AST MONEY MARKET]

TRANSFER FEE:  $[10 PER TRANSFER AFTER THE TWELFTH IN AN ANNUITY YEAR]

WITHDRAWAL FEE: $[NONE]

MAINTENANCE FEE     [LESSER OF $30 OR 2% OF ACCOUNT VALUE]

MORTALITY AND EXPENSE RISK CHARGE:  [1.25]%

ADMINISTRATIVE CHARGE:     [0.15]%

     INTEREST  RATE  MINIMUM:  [2.25  PER CENT  (.0225)  LESS  THAN  THE  AMOUNT
DETERMINED BY THE INDEX. IN NO EVENT WILL THE MINIMUM BE LESS THAN ZERO.]

     VARIABLE  SEPARATE ACCOUNT:  [AMERICAN  SKANDIA LIFE ASSURANCE  CORPORATION
VARIABLE ACCOUNT B - CLASS 1 SUB-ACCOUNTS]

     FIXED  SEPARATE  ACCOUNT:  [AMERICAN  SKANDIA  LIFE  ASSURANCE  CORPORATION
SEPARATE ACCOUNT D]

OWNER:     [AMERICAN SKANDIA INSURANCE TRUST]

CONTRACT:     [015]


OFFICE:                       AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                               ONE CORPORATE DRIVE
                                  P.O. BOX 883
                           SHELTON. CONNECTICUT 06484
                            Telephone: 1-800-752-6342



<PAGE>





                                   DEFINITIONS

Account  Value:  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 and/or any applicable  maintenance fee. 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 is calculated using a market value adjustment.

     Accumulation  Period:  The period of time from the Issue Date  through  and
including the 15th day prior to the Annuity Date.

     Annuitant: The person upon whose life this Annuity is issued.

     Annuity:  A summary of your rights and benefits under the contract shown in
the Schedule.

     Annuity Date: The date on which annuity payments are to commence.

     Annuity Years: Continuous 12 month periods commencing on the Issue Date and
each anniversary of the Issue Date.

     Beneficiary: The person designated as the recipient of the death benefit.

     Contingent  Annuitant:  The  person  named to become the  Annuitant  on the
Annuitant's death prior to the Annuity Date.

     Current Rates:  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:  An allocation of Account Value that is to be credited a
fixed rate of interest for a specified  Guarantee Period during the Accumulation
Period and is to be supported by assets in the Fixed Separate Account.

     Fixed Separate Account:  The separate account shown in the Schedule used in
relation to Fixed Allocations.

     Guarantee  Period: A period of time during the  Accumulation  Period during
which we credit a fixed rate of interest on a Fixed Allocation.

     In Writing: In a written form satisfactory to us and filed at the Office.

Interim  Value:  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 and interest
thereon from the date of each withdrawal or transfer.

     Issue Date:  The effective  date of your  participation  under the contract
shown in the Schedule in relation to the rights and  benefits  evidenced by this
Annuity.

MVA: 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.

<PAGE>



Maturity Date:  The last day in a Guarantee Period.


Minimum  Distributions:  Minimum amounts that must be distributed each year from
an Annuity if used in relation  to certain  qualified  plans under the  Internal
Revenue Code.

Net Purchase Payment:  A Purchase Payment less any applicable charge for taxes.

     Office:  The location  shown in the Schedule  where all requests  regarding
this Annuity are to be sent.

Owner:  The person or entity shown in the Schedule  unless later  changed,  that
owns the master group contract under which an Annuity is issued.

     Payout  Period:  The period  starting on the Annuity  Date during which the
annuity is paid.

     Purchase  Payment:  A cash  consideration  you  give to us for the  rights,
privileges and benefits outlined in this Annuity.

     Sub-account:  A division  of the  Variable  Separate  Account  shown in the
Schedule. We use Sub-accounts to calculate variable benefits under this Annuity.

Surrender Value: 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  and  any  applicable
maintenance fee.

     Systematic  Withdrawal:  One of a plan of periodic withdrawals of Surrender
Value during the Accumulation Period. We must approve of such plan.

     Unit: A measure used to calculate your Account Value in a Sub-account prior
to the Annuity Date.

Unit Price: 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: 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:  The period of time between the close of business of the
New York Stock Exchange on successive Valuation Days.

     Variable  Separate  Account:  The variable  separate  account  shown in the
Schedule used in relation to Sub-accounts.

we, us, our:  American Skandia Life Assurance Corporation.

you, your:  The participant shown in the Schedule.

<PAGE>



                           INVESTMENT OF ACCOUNT VALUE


General:  In the  Accumulation  Period  we offer a range of  variable  and fixed
options as ways to invest your Account Value.  You may maintain Account Value in
multiple  investment  options,  subject to the limits set out in the  Allocation
Rules section of this Annuity. You may transfer Account Value between investment
options,  subject to the requirements  set out in the Transfers  section of this
Annuity. Transfers may be subject to a fee.

     Variable  Investment  Options:  During the  Accumulation  Period we offer a
number  of  Sub-accounts  as  variable   investment   options.   These  are  all
Sub-accounts of the Variable Separate Account shown in the Schedule.

Fixed Investment  Options: We may offer Fixed Allocations with Guarantee Periods
of different durations.  Each such Fixed Allocation is accounted for separately.
Each Fixed  Allocation  earns a fixed rate of interest  throughout its 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.

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.

A Guarantee Period for a Fixed Allocation  begins: (a) when all or part of a Net
Purchase  Payment is allocated to 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,  for the class of contracts to which
this Annuity belongs, 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 described in the Schedule.

Interest Rate Minimum

Interest  rates are determined by us.  However,  rates are subject to a minimum.
The minimum for a Fixed  Allocation 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 the Annuity
is delivered.  The reduction used in determining  the minimum is as shown in the
Schedule.


<PAGE>





                       OPERATIONS OF THE SEPARATE ACCOUNTS

General:  The assets  supporting our obligations under the Annuities may be held
in  various  accounts,  depending  on the  obligation  being  supported.  In the
Accumulation  Period,  assets  supporting  Account  Values are held in  separate
accounts  established under the laws of the State of Connecticut.  In the Payout
Period,  assets  supporting  fixed  annuity  payments  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,  which may include  Annuities  issued under the
contract shown in the Schedule.

Variable  Separate  Account:  In both the  Accumulation  Period  and the  Payout
Period,  the assets supporting  obligations based on allocations to the variable
investment  options  are  held in the  Variable  Separate  Account  shown in the
Schedule. This separate account consists of multiple Sub-accounts. This separate
account was established by us pursuant to Connecticut law. This separate account
also holds assets of other annuities  issued by us with values and benefits that
vary according to the investment performance of this Variable Separate Account.

The amount of our obligations in relation to allocations to the Sub-accounts are
based  on  the  investment  performance  of  such  Sub-accounts.   However,  the
obligations themselves are our general corporate obligations.

The Variable  Separate  Account is registered  with the  Securities and Exchange
Commission  ("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 the Variable Separate Account.

Sub-accounts  are permitted to invest in  underlying  mutual funds or portfolios
that we consider  suitable.  We also reserve the right to change the  investment
policy of any or all  Sub-accounts,  add Sub-accounts,  eliminate  Sub-accounts,
combine Sub-accounts,  or to substitute underlying mutual funds or portfolios of
underlying mutual funds, subject to any required regulatory approvals.

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.

We reserve the right to transfer assets of the Variable Separate Account,  which
we determine to be associated  with the class of contracts to which this Annuity
belongs, to another Variable Separate Account. If this type of transfer is made,
the term  "Variable  Separate  Account" as used in this Annuity,  shall mean the
Variable Separate Account to which the assets were transferred.


<PAGE>



Fixed  Separate  Account:  In the  Accumulation  Period,  assets  supporting our
obligations  based on Fixed  Allocations are held in the Fixed Separate  Account
shown  in  the  Schedule,  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 the Fixed Separate  Account.  This separate account
was established by us pursuant to Connecticut law.


There are no discrete units in the Fixed Separate Account.  No party with rights
under any annuity nor any group  contract owner  participates  in the investment
gain or loss from assets belonging to the Fixed Separate  Account.  Such gain or
loss  accrues  solely to us. We retain  the risk that the value of the assets in
the Fixed Separate Account may drop below the reserves and other  liabilities we
must maintain. Should the value of the assets in the Fixed Separate Account 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 the Fixed  Separate  Account to make up the  difference.  We have the
right to  transfer  to our  general  account  any  assets of the Fixed  Separate
Account in excess of such reserves and other liabilities.  We maintain assets in
the Fixed Separate Account 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.
The Account  Value of a Fixed  Allocation  is  guaranteed to be its then current
Interim Value on its Maturity Date.

                                     CHARGES

General:  The charges which are or may be assessed  against your Annuity are the
contingent  deferred sales charge,  the maintenance fee, tax charges, a transfer
fee and a withdrawal fee. The charges  assessed  against the Sub-accounts of the
Variable  Separate Account are the  administration  charge and the mortality and
expense  risk  charges.  A charge  for taxes may also be  assessed  against  the
Sub-accounts.

Contingent  Deferred Sales Charge: The contingent deferred sales charge for each
Purchase Payment is a 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 allocated to your  Annuity.  The charge is shown
in the Schedule.

Maintenance  Fee: This is an annual fee deducted at the end of each Annuity Year
or on surrender, if earlier. The amount of this charge is shown in the Schedule.
The fee is limited to the Account Values in the Sub-accounts as of the Valuation
Period  such fee is due.  The  maintenance  fee is not  assessed  if there is no
Account Value in any Sub-account as of the Valuation Period such fee is due.

Tax Charges:  In several states a tax is payable,  either when Purchase Payments
are received or, when the Account Value is applied under an annuity  option.  We
will deduct the amount of tax payable,  if any, from your  Purchase  Payments or
Account Value.

Transfer Fee: The transfer fee is as shown in the Schedule.  However, the fee is
only charged if there is Account Value in at least one  Sub-account  immediately
subsequent to such transfer. 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.

Withdrawal  Fee: No withdrawal fee applies to a death benefit,  full  surrender,
medically-related  surrender  or  annuity  payment.  The  withdrawal  fee is not
considered a liquidation of any portion of any Purchase Payment.  The withdrawal
fee is  taken  before  the  withdrawal  and is  taken  pro  rata  from  the same
investment  options that the  withdrawal  is being taken from.  The MVA does not
apply to the withdrawal fee. The fee, if any, is shown in the Schedule.

<PAGE>



                                                       
Allocation Of Annuity Charges:  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.  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  Surrender  Value as  applicable.  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 withdrawal fee is added to the gross amount withdrawn.  It is allocated
on a pro-rata  basis to the same  investment  options from which the  applicable
withdrawal amounts are taken.

Administration  Charge: We charge for administering each Sub-account.  We assess
this charge each day at the daily  equivalent  of the rate shown in the Schedule
against the daily total value of each Sub-account.

Mortality and Expense Risk Charges: We assess mortality and expense risk charges
against each Sub-account. We assess this charge each day at the daily equivalent
of the  rate  shown  in the  Schedule  against  the  daily  total  value in each
Sub-account.


                      PARTICIPATION RIGHTS AND DESIGNATIONS

Participation Rights, Annuitant and Beneficiary  Designations:  You may exercise
the rights, options and privileges granted participants by the contract as shown
in the Schedule or permitted by us. Your rights are subject to the rights of any
assignee recorded by us and of any irrevocably designated Beneficiary.

If more than one participant is named,  all rights reserved to a participant are
then held jointly.  We require the consent In Writing of all joint  participants
for any  transaction  for which we require the written consent of a participant.
You may name a contingent  participant.  However,  this designation takes effect
only on or after the Annuity Date. Where required by law, we require the consent
In Writing of the spouse of any person with a vested interest in an Annuity.

You make certain designations that apply to the Annuity.  These designations are
subject  to our  rules  and to  various  regulatory  or  statutory  requirements
depending on the use of the Annuity. These designations include a participant, a
contingent participant, 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.

A participant must be named. You may name more than one participant.  If you do,
all rights  reserved  to  participants  are then held  jointly.  We require  the
consent In Writing of all joint  participants  for any  transaction for which we
require the written consent of  participants.  Where required by law, we require
the consent In Writing of the spouse of any person with a vested  interest in an
Annuity.

You may name a  contingent  participant.  However,  where  allowed by law,  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.
Where  allowed by law, you may name one or more  Contingent  Annuitants.  If the
Annuitant dies before the Annuity Date, the Contingent Annuitant will become the
Annuitant.  If  there  is more  than one  participant,  all of whom are  natural
persons,  the  oldest  of any  such  participants  not  named  as the  Annuitant
immediately becomes the

<PAGE>



Contingent Annuitant if the Contingent Annuitant predeceases the Annuitant or if
a Contingent Annuitant is not designated.


Death benefits are payable to the  Beneficiary.  You may designate more than one
primary or contingent Beneficiary. If you make such a designation,  the proceeds
are payable in equal  shares to the  survivors  in the  appropriate  Beneficiary
class, unless you request 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.

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 participant,  contingent  participant,  Annuitant,  Contingent
Annuitant and  Beneficiary  designations  by sending a request In Writing.  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 participant  subsequent to the
death of the  participant or the first of any joint  participants to die, except
where  a  spouse-Beneficiary  has  become  the  participant  as  a  result  of a
participant'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.

Common  Disaster:  If a participant is a natural  person and if any  Beneficiary
dies  with  the  participant  in a common  disaster,  it must be  proved  to our
satisfaction  that the  participant  died  first.  Unless  information  provided
indicates  otherwise,  the  Annuity is treated  as though the  Beneficiary  died
first.  If:  (a) the  participant  is not a natural  person;  (b) no  Contingent
Annuitant has been designated;  and (c) the Annuitant and the Beneficiary die in
a common disaster, then it must be proved to our satisfaction that the Annuitant
died  first.  Unless  provided  otherwise,  the  proceeds  are payable as if the
Beneficiary died before the Annuitant.


                                PURCHASE PAYMENTS

Initial Purchase Payment:  Issuance of an Annuity represents both our acceptance
of an initial  Purchase  Payment and enrollment of a participant.  The amount of
your  initial Net  Purchase  Payment  evidenced  by this Annuity is shown in the
Schedule.  Your initial Purchase Payment is subject to our allocation rules (see
"Allocation  Rules").  You may make Purchase Payments to your Annuity using bank
drafting, but only for allocations to variable investment options.

Additional Purchase Payments: The minimum for any additional Purchase Payment is
as shown in the Schedule.  Additional  Purchase Payments may be paid at any time
before the Annuity Date.  Subject to the  allocation  rules herein,  we allocate
additional  Net Purchase  Payments  according to the  instructions  you provide.
Should no instructions be received, we return your additional Purchase Payment.

                        ACCOUNT VALUE AND SURRENDER VALUE

General:  In the  Accumulation  Period your  Annuity has an Account  Value and a
Surrender  Value.  Your total  Account Value is the sum of your Account Value in
each Sub-account and each Fixed Allocation. Surrender Value is the Account Value
less  any  applicable  contingent  deferred  sales  charge  and  any  applicable
maintenance fee.

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 your  Annuity  in that
Sub-account as of that Valuation Period.

<PAGE>





Units: The number of Units  attributable to this Annuity 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
affected Sub-account as of the Valuation Period applicable to such transaction.

Unit Price:  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.

Net Investment  Factor:  Each Sub-account has a net investment  factor.  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 in the Sub-account at the end
                           of the  current  Valuation  Period plus the per share
                           amount of any dividend or capital  gain  distribution
                           declared  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 the Sub-account.

         (b)      is the net result of :

     (1) the net asset value per share of the underlying mutual fund shares held
in the 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 the
Sub-account.

     (c) is the mortality and expense risk charge and the administration fee.

We value the assets in the Sub-accounts 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.

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  for a new
                  Fixed  Allocation  with Guarantee  Period of duration equal to
                  the number of years  (rounded to the next higher  integer when
                  occurring on other than an anniversary of the beginning of the
                  Guarantee   Period)   remaining  in  the  Fixed   Allocation's
                  Guarantee Period;

<PAGE>





                  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 the Fixed
                  Allocation's Guarantee Period.

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date.

                                ALLOCATION RULES

You may  allocate  your  Account  Value  among the  investment  options  we make
available.  The variable  investment  options are  Sub-accounts  of the Variable
Separate Account. The fixed investment options are the Guarantee Periods we make
available for Fixed  Allocations.  In the Accumulation  Period, you may maintain
Account  Value in up to ten  Sub-accounts.  You may also  maintain an  unlimited
number of Fixed  Allocations.  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;   (b)  authorize  an
independent  third  party to  transact  transfers  on your behalf and such third
party  arranges for  rebalancing  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  must be  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, but only to
the  extent  we have  received  instructions  to that  effect.  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
other  instructions  from you prior to such  withdrawal.  If no instructions are
provided for determining  the amounts to be taken from each  investment  option,
then 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 of 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 has the shorter Guarantee Period.

                                    TRANSFERS

General:  In the  Accumulation  Period you may transfer  Account  Value  between
investment options, subject to the allocation rules herein. The amount we charge
is shown in the  Schedule.  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.  Your  transfer  request  must be In Writing  unless we
receive a prior written  authorization  from you permitting  transfers  based on
instructions we receive over the phone.

Where  permitted  by law, we may accept your  authorization  of a third party to
transfer Account Values on your behalf. We may suspend or cancel such acceptance
at any  time.  We  give  you  prior  notification  of  any  such  suspension  or
cancellation.  We may restrict the investment  options that will be available to
you for transfers or allocations of Net Purchase  Payments  during any period in
which you authorize such third

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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 reserve the right to limit the number of  transfers  in any Annuity  Year for
all existing or new participants.  We also reserve the right to limit the number
of  transfers  in any  Annuity  Year or to refuse  any  transfer  request  for a
participant or certain participants if we believe that: (a) excessive trading by
such  participant or  participants  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 funds; 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 affected
underlying mutual funds.

Dollar Cost  Averaging:  We offer  dollar  cost  averaging  in the  Accumulation
Period.  You may choose to transfer earnings only,  principal plus earnings or a
flat dollar amount. 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. The minimum Account Value you must have in
order for us to accept your  request for a dollar cost  averaging  program is as
shown in the Schedule. 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.  Dollar  cost  averaging  is not
available while a rebalancing, asset allocation or market timing type of program
is used in connection with your Annuity.

Dollar cost averaging from Fixed  Allocations is 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.

Rebalancing:  We offer,  during the  Accumulation  Period,  automatic  quarterly
rebalancing  among the variable  investment  options of your choice.  Under this
program,  Account  Values in variable  investment  options are  rebalanced  each
quarter to the  percentages you request.  The rebalancing  occurs as of the last
Valuation Date of each calendar quarter. If a transfer is requested prior to the
end of a calendar quarter while an automatic  rebalancing  program is in effect,
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  calendar
quarter if Account Value is being  maintained in a money market type Sub-account
for the duration of your Annuity's Right to Cancel period and rebalancing  would
otherwise occur during such period.

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.

     The Account  Value of your Annuity must be at least the amount shown in the
Schedule  when we receive  your  automatic  rebalancing  request.  All  variable
investment  options  in which you  maintain  Account  Value  must be used in the
rebalancing  program.  You may be maintaining  Account Value in at least two and
not more than ten variable investment options when using a rebalancing  program.
Purchase  Payments must be allocated in accordance with rebalancing  percentages
(see "Allocation Rules").

Automatic  rebalancing is not available while a dollar cost averaging program is
in effect. It also is not available when a program of Systematic  Withdrawals of
earnings or earnings plus principal is in effect.  We reserve the right to limit
this program if all Account Value is not  maintained in the variable  investment
options while this program is in effect.

Renewals:  A renewal is a transaction  that occurs  automatically as of the last
day  of  a  Fixed   Allocation's   Guarantee  Period  unless  we  receive  other
instructions. 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 is on
the date we apply your Account  Value to  determine  the annuity  payments  that
begin on the Annuity Date.

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.

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.

                                  DISTRIBUTIONS

Surrender: Surrender of your Annuity for its Surrender Value is permitted during
the Accumulation  Period. A contingent deferred sales charge and the maintenance
fee may  apply to such  surrender.  You must  send your  Annuity  and  surrender
request In Writing to our Office.

Medically-Related  Surrender:  You may request 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 participant is one or more natural persons,  all such
participants  must also be alive at such time.  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.

A Contingency  Event occurs if the Annuitant is: (a) first confined in a Medical
Care Facility  while this Annuity is in force and remains  confined for at least
90 days in a row; or (b) first  diagnosed as having a Fatal  Illness  while this
Annuity is in force. We may require a second opinion regarding such diagnosis at
our expense by a physician chosen by us.

"Medical Care Facility" means any state licensed  facility  providing  medically
necessary  in-patient  care which is: (a) prescribed by a licensed  Physician in
writing;  and (b) based on physical limitations which prohibit daily living in a
non-institutional setting.

     "Fatal Illness" means a condition:  (a) diagnosed by a licensed  Physician;
and (b) is expected to result in death  within 2 years for 80% of the  diagnosed
cases.

"Physician"  means a person who is: (a) state  licensed to give  medical care or
treatment and is acting  within the scope of that license;  and (b) not you, the
Annuitant or a member of either your or the Annuitant's families.


We must receive due proof of the  Annuitant's  confinement  or Fatal  Illness In
Writing.

Free Withdrawals:  Each Annuity Year in the Accumulation Period you may withdraw
a  limited  amount  of  Account  Value  without  application  of any  applicable
contingent deferred sales charge.

The minimum  withdrawal amount is as shown in the Schedule.  Amounts received as
Systematic Withdrawals or as Minimum Distributions are deemed to come first from
the amount available under this Free Withdrawal provision.  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.

The maximum  amount  available  as a free  withdrawal  in an Annuity Year is the
greater of this Annuity's "growth" or 10% of "new" Purchase  Payments.  "Growth"
equals the then current Account Value less all "unliquidated"  Purchase Payments
and  less  any  additions   credited  under  any  special   programs  we  offer.
"Unliquidated" means not previously withdrawn. "New" Purchase Payments are those
received  in the  seven  (7)  years  prior to the date as of which a  withdrawal
occurs. For purposes of the contingent deferred sales charge,  amounts withdrawn
as a free withdrawal are not considered a liquidation of Purchase Payments.

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

On a partial  withdrawal,  the  contingent  deferred  sales  charge is  assessed
against any  "unliquidated"  "new" Purchase Payments  withdrawn.  "Unliquidated"
means not previously  withdrawn.  For these  purposes,  amounts are deemed to be
withdrawn from your Annuity in the following order:

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

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

     (c) "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

     (d) Other Surrender Value.

Systematic  Withdrawals:  We may offer Systematic  Withdrawals of earnings only,
principal plus earnings or a flat dollar  amount.  Systematic  Withdrawals  from
Fixed  Allocations are limited to earnings only. A Systematic  Withdrawal from a
Fixed  Allocation is not subject to the MVA. You may choose at any time to begin
such a program if withdrawals  are to come solely from Account Value  maintained
in the Sub-accounts. If such a program is to be based on withdrawals in whole or
in part from any Fixed  Allocations,  then  withdrawals  must be  scheduled  for
periods  measured from the first day of the Guarantee  Period for the applicable
Fixed Allocations. Systematic Withdrawals are deemed to be withdrawn in the same
order as partial  withdrawals  for  purposes of  determining  if the  contingent
deferred sales charge applies.


We offer Systematic Withdrawals on a monthly,  quarterly,  semi-annual or annual
basis. You may not simultaneously  receive  Systematic  Withdrawals from a Fixed
Allocation  and  participate  in a program of  automatic  transfers  under which
Account  Value  is  transferred  from  the  same  Fixed  Allocation.  Systematic
Withdrawals are not available while you are taking any Minimum Distributions.

The Surrender Value of your Annuity must be at least the minimum amount shown in
the Schedule when you begin a program of Systematic Withdrawals. The minimum for
each Systematic Withdrawal is as shown in the Schedule.

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
Internal   Revenue  Code.  We  calculate  such  amounts   assuming  the  Minimum
Distribution  amount is based solely on the value of your  Annuity.  The Minimum
Distribution amounts applicable to you may depend on other annuities, savings or
investments of which we are unaware.  Minimum Distributions are not available if
you are  taking  Systematic  Withdrawals.  You may  elect  to have  the  Minimum
Distribution 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
Allocations are being used in a dollar cost averaging program or other automatic
transfer programs.

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  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 Purchase Payments.

Death Benefit: In the Accumulation  Period, a death benefit is payable. If there
is more than one participant, such participants being natural persons, the death
benefit is payable upon the first death of such participants.  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.

In  the  Payout  Period,   we  distribute  any  payments  due  subsequent  to  a
participant's death or the death of any participant at least as rapidly as under
the method of distribution in effect as of the date of such participant's death.
If the Annuitant  dies before the Annuity Date,  the  Contingent  Annuitant will
become the  Annuitant.  In the  Payout  Period,  subsequent  to the death of the
Annuitant, we continue to pay any "certain" payments (payments not contingent on
the continuance of any life ) to the Beneficiary.

     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 participant or Annuitant within 60
days of the Issue Date are treated as if they were a participant 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 cutoff date:  the death benefit is the
greater of your Account Value in any Sub-accounts  plus the Interim Value of any
Fixed Allocations,  or the minimum death benefit ("Minimum Death Benefit").  The
"cutoff  date" for the Minimum  Death  Benefit  described  below is shown in the
Schedule. The Minimum Death Benefit is the sum of all Purchase Payments less the
sum of all withdrawals.

         (2) If death  occurs when the decedent has reached or passed the cutoff
date, the death benefit is your Account Value.

         (3) If a decedent  was not named a  participant  or Annuitant as of the
Issue  Date and did not  become  such as a result  of a prior  participant'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  a  participant  or
Annuitant.  If that person's death occurs during the suspension period and prior
to the cutoff date, 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 has reached or passed the cutoff date, 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 a  participant  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.

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

In the event of a participant's  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 a  participant's  death to be paid  under  (b)  above,  must
commence within one year of the date of death.

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.  You
may  choose an Annuity  Date,  an annuity  option and the  frequency  of annuity
payments.  Your  choice  of  Annuity  Date and  annuity  option  may be  limited
depending on your use of the Annuity. 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,  monthly  payments  will
commence under option 2, described below,  with 10 years certain.  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,  to your Account Value 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.
Annuity options in addition to those shown are available with our consent.


You may elect to have any amount of the proceeds due to the Beneficiary  applied
under  any of the  options  described  below.  Except  where a lower  amount  is
required  by law,  the  minimum  monthly  annuity  payment  is as  shown  in the
Schedule.  In the  absence of  election  prior to  proceeds  becoming  due,  the
Beneficiary  may make such an election.  However,  if you made an election,  the
Beneficiary  may not alter such election.  Such election must be made In Writing
within one year after proceeds are payable.

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.

         (a) 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.

         (b)  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.

         (c) 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.

         (d) 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.

The first  periodic  payment is  determined  by  multiplying  the portion of the
Account  Value  being  allocated  to purchase  annuity  payments  (expressed  in
thousands of dollars) as of the close of business of 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 then current  annuity rates for that type of annuity and
for the frequency of payment  selected.  These rates will not be less than those
shown in the Annuity Tables shown herein.

We reserve the right to require  submission prior to commencement of any annuity
payments  of evidence  satisfactory  to us of the age of any key life upon whose
life payment amounts are calculated.

Pricing  Of  Transfers  And  Distributions:   Subject  to  our  right  to  defer
transactions for a limited period, we "price" transfers and distributions on the
dates  indicated  below.  The pricing of transfers and  distributions  involving
Sub-accounts  includes the  determination  of the 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 each  time we  declare a
different rate for new Fixed Allocations.

         (a) We price  "scheduled"  transfers and  distributions  as of the date
such transactions are so scheduled.  "Scheduled"  transactions include transfers
previously  scheduled with us under an automatic  transfer  program,  Systematic
Withdrawals, Minimum Distributions and annuity payments.


         (b) We price  "unscheduled"  transfers,  including  transfers  under an
automatic transfer program that were not scheduled with us, partial  withdrawals
and free  withdrawals  as of the date we  receive  In  Writing at our Office the
request for such transactions.

         (c)  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.

                               GENERAL PROVISIONS

Entire  Contract:  The contract  shown in the  Schedule,  including any attached
riders  or  endorsements,  the  attached  copy of any  enrollment  form  and any
supplemental  applications and endorsements are the entire contract.  As to your
Annuity,  the contract also includes the copy of any enrollment form attached to
your Annuity.  All statements made in any application and/or any enrollment form
are deemed to be  representations  and not  warranties.  No statement is used to
void the contract or an Annuity or defend against a claim unless it is contained
in any application or any supplemental application or any enrollment form.

Only our  President,  a Vice  President  or  Secretary  may  change or waive any
provisions  of the contract or of any  Annuity.  Any change or waiver must be In
Writing.  We are not bound by any promises or representations  made by or to any
other person.

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.

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. 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.

     Nonparticipation:  The  contract  does not share in our  profits or surplus
earnings.

Deferral of  Transactions:  We may defer any annuity payment 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 fixed annuity payout
for more than thirty days, we pay interest of at least 3% per year on the amount
deferred.  We may defer 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 other  deferral  period  begins on the date such
distribution or transfer would otherwise have been transacted.

All  transactions  into,  out of or based on any  Sub-account  may be  postponed
whenever  (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.


Elections,  Designations,  Changes and Requests:  All  elections,  designations,
changes and requests must be In Writing and are  effective  only after they have
been approved by us,  subject to any  transactions  made by us before receipt of
such notices. We inform you of any changes to the contract shown in the Schedule
that  materially  affect your rights.  We reserve the right to require that this
Annuity be returned to our Office for endorsement of any change to such contract
or any change affecting only this Annuity.

Claims of  Creditors:  To the extent  permitted  by law,  no  payment  under the
contract  shown in the  Schedule  or any  Annuity  thereunder  is subject to the
claims of the creditors of the Owner, you or any other participant, Annuitant or
Beneficiary.

Proof  of  Survival:   The  payment  of  any  annuity  is  subject  to  evidence
satisfactory to us that the payee is alive on the date such payment is otherwise
due.

     Tax Reporting:  We intend to make all required regulatory reports regarding
taxable events in relation to this Annuity. Such events may include, but are not
limited to: (a) annuity payments;  (b) payment of death benefits;  (c) surrender
of value from an Annuity in excess of the tax basis; and (d) assignments.

Facility of Payment:  We reserve the right, in settlement of full liability,  to
make  payments  to a guardian,  relative  or other  person if a payee is legally
incompetent.

Participation  and  Termination  of Certain  Programs We May Offer:  To elect to
participate or to terminate  participation  in any program we may offer,  we may
require receipt at our Office of a request In Writing on a form  satisfactory to
us.

Reports to You: We provide  reports to you during the  Accumulation  Period.  We
will  provide  you with  reports at least once each  quarter  that you  maintain
Account Values in the Sub-accounts. We will provide you with reports once a year
if you maintain  Account  Value only in one or more Fixed  Allocations.  You may
request  additional  reports.  We reserve the right to charge up to $50 for each
such additional report.

Reserved Rights: In addition to rights  specifically  reserved elsewhere in this
Annuity,  we reserve  the right to any or all of the  following:  (a)  combine a
Sub-account with other  Sub-accounts;  (b) combine the Variable Separate Account
shown in the Schedule with other  "unitized"  separate  accounts;  (c) terminate
offering certain  Guarantee Periods for new or renewing Fixed  Allocations;  (d)
combine  the  Fixed   Separate   Account   shown  in  the  Schedule  with  other
"non-unitized  separate  accounts;  (e) deregister the Variable Separate Account
shown in the Schedule under the Investment  Company Act of 1940; (f) operate the
Variable  Separate  Account  shown in the  Schedule as a  management  investment
company under the Investment  Company Act of 1940 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 Investment Company Act of 1940; (h) make changes
that are necessary to maintain the tax status of your Annuity under the Internal
Revenue  Code;  and (i) make changes  required by any change in other Federal or
state laws relating to retirement annuities or annuity contracts.

     We may eliminate  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.


                                 ANNUITY TABLES

The attached  tables show the minimum dollar amount of each monthly  payment for
each $1,000 applied under the options. The amounts payable when annuity payments
commence may be higher,  based on our then current  assumptions  as to interest,
expenses and mortality, but will not be lower.

Under  options one and two,  the amount of each  payment  depends on the age and
sex, if  applicable,  of the payee at the time the first  payment is due.  Under
option  three,  the  amount  of each  payment  depends  on the age and  sex,  if
applicable, of both payees at the time the first payment is due. No election can
be changed once payments begin.

The tables  shown are based on interest at 3% per year  compounded  annually and
the 1983a Individual Annuity Mortality Table set back one year for males and two
years for females or the  appropriate  variation  of such Table with  genderless
rates when  applicable to the Annuity in order to meet Federal  requirements  in
relation to the usage of such Annuity.

The payee's settlement age is the payee's age, last birthday, on the date of the
first payment,  minus the age  adjustment.  The age adjustments are shown below.
They are based on the date of the first  payment.  The age  adjustment  does not
exceed the age of the payee.

                                      Annuitization              Attained Age
                                          Year                     Set Back
                                       2000 - 2009                     1
                                       2010 - 2019                     2
                                     2020 and later                    3


<PAGE>



                Amount of Monthly Payment For Each $1,000 Applied

                       (Based on 3% Annual Interest Rate)


             First and Second Options - Single Life Annuities with:

<TABLE>
<CAPTION>
                                           Male Payee with                            Female Payee with
                                 Monthly Payments Guaranteed                 Monthly Payments Guaranteed
                                 ---------------------------                 ---------------------------
                                   None      120      180      240             None      120      180      240
                     Age           $       $        $        $                $        $        $        $
                     ---
                     <S>            <C>     <C>      <C>      <C>               <C>     <C>      <C>      <C> 
                     50             4.19    4.15     4.10     4.03              3.79    3.78     3.76     3.73
                     55             4.61    4.54     4.45     4.32              4.10    4.08     4.04     3.99
                     60             5.15    5.03     4.87     4.65              4.52    4.47     4.40     4.30
                     65             5.91    5.67     5.36     4.97              5.08    4.98     4.85     4.65
                     70             6.98    6.44     5.87     5.23              5.85    5.65     5.38     5.00
                     75             8.46    7.32     6.31     5.40              6.98    6.50     5.94     5.28
                     80            10.57    8.18     6.62     5.48              8.66    7.50     6.41     5.43
</TABLE>


                 Third Option - Joint and Last Survivor Annuity

<TABLE>
<CAPTION>
                                                                       Age of Female Payee
              Age of        35      40       45       50       55      60       65       70       75       80
          Male Payee      $        $       $        $        $       $        $        $        $        $
          ----------
                <S>        <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C> 
                50         3.15     3.27    3.39     3.53     3.67     3.79     3.91    4.00     4.07     4.12
                55         3.17     3.29    3.44     3.60     3.78     3.96     4.13    4.27     4.39     4.47
                60         3.18     3.31    3.47     3.66     3.88     4.11     4.35    4.57     4.76     4.91
                65         3.19     3.33    3.50     3.70     3.95     4.23     4.55    4.87     5.18     5.44
                70         3.19     3.34    3.52     3.74     4.01     4.33     4.72    5.16     5.62     6.05
                75         3.20     3.34    3.53     3.76     4.04     4.40     4.85    5.39     6.02     6.68
                80         3.20     3.35    3.53     3.77     4.07     4.45     4.94    5.57     6.35     7.26
</TABLE>


                Fourth Option - Payments for a Designated Period

<TABLE>
<CAPTION>
                         Amount of               Amount of               Amount of               Amount of
              No. of      Monthly     No. of      Monthly     No. of      Monthly     No. of      Monthly
               Years     Payments      Years     Payments      Years     Payments      Years     Payments
               -----     --------      -----     --------      -----     --------      -----     --------
                <S>        <C>          <C>        <C>          <C>        <C>          <C>        <C> 
                10         9.61         16         6.53         22         5.15         28         4.37
                11         8.86         17         6.23         23         4.99         29         4.27
                12         8.24         18         5.96         24         4.84         30         4.18
                13         7.71         19         5.73         25         4.71
                14         7.26         20         5.51         26         4.59
                15         6.87         21         5.32         27         4.47
</TABLE>





<PAGE>
        
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                        ONE CORPORATE DRIVE, P.O. BOX 883
                             SHELTON, CT 06484-0883


                ENDORSEMENT RELATING TO FREE WITHDRAWAL PROVISION

The section of the Annuity to which this Endorsement is attached  entitled "Free
Withdrawal" is hereby deleted and is replaced by the following:

Free Withdrawals:  Each Annuity Year in the Accumulation Period you may withdraw
a  limited  amount  of  Account  Value  without  application  of any  applicable
contingent deferred sales charge. Such withdrawal is available to meet liquidity
needs. Such withdrawal is not available at the time you surrender this Annuity.

The minimum  withdrawal amount is as shown in the Schedule.  Amounts received as
Systematic Withdrawals or as Minimum Distributions are deemed to come first from
the amount available under this provision.  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.

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

<S>                                         <C>  
Emergency Withdrawal Amount:                The Emergency Withdrawal Amount during the first Annuity Year is
                                            zero.  After the first Annuity Year, it equals 35% of "new" Purchase
                                            Payments less the sum of all prior withdrawals of any type.

Growth:                                     Growth equals the then current Account Value less all "unliquidated"
                                            Purchase Payments and less the value at the time credited of any special programs we 
                                            offer.

Unliquidated Purchase Payments:             Purchase Payments not previously surrendered or withdrawn.

New Purchase Payments:                      Purchase Payments received in the seven (7) years prior to the date
                                            as of which a withdrawal occurs under this provision.
</TABLE>

For purposes of the  contingent  deferred sales charge,  amounts  withdrawn as a
free  withdrawal  are  not  considered  a  liquidation  of  Purchase   Payments.
Therefore,  for purposes of this  provision,  a  withdrawal  will not reduce the
amount of any  applicable  contingent  deferred sales charge upon any subsequent
partial withdrawal or subsequent surrender.

The maxiumum amount available as a withdrawal  during an Annuity year depends on
the use of your Annuity on its Issue Date.

(1)      For  annuities  used in connection  with a retirement  plan designed to
         meet the  requirements  of section 401 of the code,  the maximum amount
         available  as a free  withdrawal  is the greater of (a),  (b), and (c),
         where:

         (a)      is the then current Emergency Withdrawal Amount;

         (b)      is the Growth; and

         (c)      is 20% of New Purchase Payments.


                            (CONTINUED ON BACK PAGE)

     (2) For  all  other  Annuities,  the  maximum  amount  available  as a free
withdrawal is the greater of (a), (b), and (c), where:

         (a)      is the then current Emergency Withdrawal Amount;

         (b)      is the Growth; and

         (c)      is 10% of New Purchase Payments.




Signed for:

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION




                                 /s/ G. Boronow
                                    PRESIDENT


      
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                        ONE CORPORATE DRIVE, P.O. BOX 883
                             SHELTON, CT 06484-0883


            ENDORSEMENT RELATING TO PROVISION ENTITLED "REBALANCING"

The  section of the  Annuity  to which this  Endorsement  is  attached  entitled
"Rebalancing" is hereby deleted and is replaced by the following:

Rebalancing:  We offer, during the Accumulation  Period, an automatic quarterly,
semi-annual,  or annual rebalancing program. Under this program, we periodically
transfer  Account  Value  among  investment  options of your  choice (as limited
below),  so that the ratio of the Account Value in each investment option to the
total  Account  Value in the chosen  investment  options is in  accordance  with
instructions  provided by you. Such periodic  transfers are effected on the last
Valuation Date of the rebalancing  period chosen as measured from the Issue Date
of the Annuity.

The portion of any Purchase Payment  allocable to investment  options being used
for rebalancing must be allocated in accordance with rebalancing percentages.

When a transfer request is received that involves any of the investment  options
in a rebalancing  program,  we  automatically  amend the rebalancing  investment
options and percentages going forward (unless we receive alternate instructions)
in accordance with the new Account Value ratios in the investment options chosen
for rebalancing as of the effective date of such requested transfer.

You may change the percentage  allocable to each investment  option at any time.
However, you may not choose to allocate less than 5% of the Account Value to any
investment  option.  The Account Value of your Annuity must be at least equal to
the amount  shown in the  Schedule  when we  receive  your  request to  commence
rebalancing.

Fixed Allocations may not be included in a rebalancing  program,  and currently,
all variable investment options in which you maintain Account Value must be used
in the  rebalancing  program,  although  this  requirement  may be modified at a
future date.

Automatic  rebalancing  may not be available in  conjunction  with certain other
programs  which  affect  automatic  transfers  or  withdrawals  from  any of the
investment options chosen for the rebalancing program.

We reserve the right to modify,  suspend, or cancel this program;  however, such
modification,  suspension,  or  cancellation  will not  affect  any  rebalancing
program then in effect.



Signed for:

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION




                                  /s/ G. Boronow
                                    PRESIDENT













                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                              Shelton, Connecticut

                                (A Stock Company)





























                             GROUP DEFERRED ANNUITY
                                NON-PARTICIPATING
        VARIABLE AND FIXED INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD
                   FIXED ANNUITY PAYMENTS IN THE PAYOUT PERIOD

 IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE VARIABLE
      INVESTMENT OPTIONS ARE BASED ON THEIR INVESTMENT PERFORMANCE AND ARE,
    THEREFORE, NOT GUARANTEED. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT
           VALUE IN THE SUB-ACCOUNTS" FOR A MORE COMPLETE EXPLANATION.

   IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE FIXED
  INVESTMENT OPTIONS MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT. SUCH A MARKET
  VALUE ADJUSTMENT MAY INCREASE OR DECREASE ANY SUCH PAYMENTS OR VALUES. PLEASE
  REFER TO THE SECTION ENTITLED "ACCOUNT VALUE OF THE FIXED ALLOCATIONS" FOR A
                           MORE COMPLETE EXPLANATION.


                                              Exhibit 7 (a)
                                            

                  Automatic Modco Annuity Reinsurance Agreement
                                  (No. 0595-3)


                                     Between

                              AMERICAN SKANDIA LIFE
                              ASSURANCE CORPORATION

                             of Shelton, Connecticut
                         (referred to as the Reinsured)

                                       and

                             TRANSAMERICA OCCIDENTAL
                             LIFE INSURANCE COMPANY

                           of Los Angeles, California
                         (referred to as the Reinsurer)


                              Effective May 1, 1995



<PAGE>





                                    CONTENTS


ARTICLES

                     I     Automatic Reinsurance                              1
                    II     Liability                                          1
                   III     Plan and Amount of Insurance                       2
                    IV     Reinsurance Premiums                               2
                     V     Payments by Reinsurer                              2
                    VI     Reporting                                          3
                   VII     Annuitization                                      3
                  VIII     Deposits of the Reserve                            3
                    IX     Interest Credit on Modified Coinsurance Reserve
                           and Modified Coinsurance Reserve Adjustment        4
                     X     Account Payable Liability and Reserve Basis        4
                    XI     General Provisions                                 4
                   XII     Recapture                                          6
                  XIII     Exclusion of the Fixed Allocation Account          6
                   XIV     Arbitration                                        7
                    XV     Improper Solicitation of Policy Owners             8
                   XVI     DAC Tax - Section 1.848-2(g) (8) Election          8
                  XVII     Experience Refund Account                          9
                 XVIII     Duration of Agreement                              9
                   XIX     Entire Agreement                                  10
                    XX     Execution                                         10
Schedules

         SCHEDULE A        Business Reinsured                                11
         SCHEDULE B        Basis of Reinsurance                              12
         SCHEDULE C        Monthly Settlement Report                         13
         SCHEDULE D        Commission and Expense Allowances                 14
         SCHEDULE E        Monthly Business Management Report                15
         SCHEDULE F        Annual Report                                     16
         SCHEDULE G        Interest Credit on Modified Coinsurance Reserve   17
         SCHEDULE H        Modified Coinsurance Reserve Adjustment           18
         SCHEDULE I        Transfer Adjustment Factors                       19
         SCHEDULE J        Experience Refund Formula                         20




<PAGE>



                                                  Page 1








The  Reinsured  and the  Reinsurer  mutually  agree to reinsure on the terms and
conditions set out below.


                                    ARTICLE I

                              AUTOMATIC REINSURANCE

     1.  Insurance.  The Reinsured  will cede and the  Reinsurer  will accept as
reinsurance  the  policies  written by the  Reinsured as shown in Schedule A. No
riders or supplementary benefits are included under this Agreement.

     2. Coverages. The policies reinsured in Schedule A are the Flexible Premium
Deferred Variable Annuity policies issued after May 1, 1995. Reinsurance will be
limited in percentage as provided in Schedule B.

     3. This  Agreement will cover only the Variable  Allocation  Account of the
policies.  The Fixed Allocation  Account will be excluded from this Agreement as
set forth in Article XIII.


                                   ARTICLE II

                                    LIABILITY

1.   Liability.  The  liability of the Reinsurer on any  reinsurance  under this
     Agreement  begins upon the effective date of this Agreement as set forth in
     Article XVIII,  Execution,  and ends after all policies reinsured have been
     terminated.  The  liability of the  Reinsurer to the  Reinsured  under this
     Agreement will be coexisting  with the liability of the Reinsured under the
     policies reinsured.

2.   The liability of the  Reinsurer  shall be settled and paid to the Reinsured
     monthly on the basis of the monthly  reports  prepared by the  Reinsured in
     the  form  of  Schedule  C.  Payment  of any  amount  due to be paid by the
     Reinsurer or the Reinsured  shall be determined on a net basis and shall be
     paid within two weeks after receipt of the monthly report.

3.   This is a contract  solely  between the  Reinsured and the  Reinsurer.  The
     obligations  under  this  contract  of  the  Reinsurer  are  solely  to the
     Reinsured and those of the Reinsured solely to the Reinsurer.


<PAGE>


                                   ARTICLE III

                          PLAN AND AMOUNT OF INSURANCE

     1.  Plan.  Reinsurance  under  this  Agreement  will  be  on  the  modified
coinsurance  basis in  accordance  with the policy forms issued by the Reinsured
and listed on Schedule A.

     2. Reduction and Terminations.  If any of the policies reinsured under this
Agreement are reduced or terminated by payment of a death benefit, withdrawal or
surrender, the reinsurance will be reduced proportionately.


                                   ARTICLE IV

                              REINSURANCE PREMIUMS

1.   The premium to be paid to the  Reinsurer by the  Reinsured  with respect to
     each policy reinsured,  as specified in Schedule A, will be the quota share
     percentage,  as specified in Schedule B, of the gross premium corresponding
     to the reinsured portion of the policy.


                                    ARTICLE V

                              PAYMENTS BY REINSURER

1.   Benefits

     The Reinsurer shall pay the Reinsured the Reinsurer's quota share of

     (a) the Account Value portion of the death  benefits paid by the Reinsured,
     (b) the  Surrender  Values  paid by the  Reinsured  and (c) the  Withdrawal
     Benefits paid by the Reinsured.

2.   Commission  and Expense  Allowances.  The Reinsurer  will pay the Reinsured
     commission  and  expense  allowances  as  outlined  in  Schedule  D on  the
     Reinsurer's  quota share portion of the policies.  The maintenance  expense
     allowances  will be paid to the  Reinsured  at the same  time the  policy's
     Maintenance Expense is deducted from the policy.



<PAGE>


                                   ARTICLE VI

                                    REPORTING

1.   The  Reinsured  will provide the Reinsurer  with  information  necessary to
     properly  account for the business reinsured.

2.   Not later than ten (10) days  after the end of each  month,  the  Reinsured
     will  submit a report  substantially  in  accordance  with  Schedule C. The
     Reinsured  agrees  to  provide  or make  available  to the  Reinsurer  such
     documentation as may be necessary to support the items reported.

3.   Not later than ten (10) days  after the end of each  month,  the  Reinsured
     will submit a report substantially in accordance with Schedule E.

4.   Not later  than ten (10)  days  after the end of each  calendar  year,  the
     Reinsured will submit a report substantially in accordance with Schedule F.


                                   ARTICLE VII

                                  ANNUITIZATION

1.   Any policy  annuitizing  (going  into  pay-out  status  under an  immediate
     annuity plan) shall be deemed to be recaptured by the Reinsured.

2.   On any annuitized  policy reinsured with the Reinsurer,  the Reinsurer will
     pay the Reinsured an amount equal to the policy's  Account Value reduced by
     the Contingent Deferred Sales Charge specified in the policy.


                                  ARTICLE VIII

                             DEPOSITS OF THE RESERVE

1.   The Reinsurer shall deposit with the Reinsured the reserves for the
     business reinsured under this Agreement.

2.   For the  purpose  of this  Article,  reserves  are  defined  to be the
     total  Account  Value of the  policies reinsured.



<PAGE>


                                   ARTICLE IX

                 INTEREST CREDIT ON MODIFIED COINSURANCE RESERVE
                   AND MODIFIED COINSURANCE RESERVE ADJUSTMENT

1    The Reinsurer shall receive an interest credit on the modified  coinsurance
     reserve.  The  amount  of the  credit  will be  determined  as set forth in
     Schedule G.

2.   The Reinsured shall receive a modified  coinsurance reserve  adjustment.
     The amount of the adjustment will be determined as set forth in Schedule H.

3.   Both the interest credit and the reserve adjustment will be made at the
     end of each month.


                                    ARTICLE X

                   ACCOUNT PAYABLE LIABILITY AND RESERVE BASIS

1.   The Reinsured  shall set up an Account  Payable  liability in its financial
     statements  equal to the difference  between the total Account Value of the
     reinsured  policies and the total  Statutory  Reserve of the policies.  The
     Reinsurer  shall set up an Account  Receivable  asset  equal to the Account
     Payable liability set up by the Reinsured.

2.   For purposes of Section 1 of this Article,  the Statutory  Reserve shall be
     calculated  by  the  Reinsured  according  to the  "Commissioner's  Annuity
     Reserve Valuation Method" as prescribed in the Standard Valuation Law.


                                   ARTICLE XI

                               GENERAL PROVISIONS

     1.  Reinsurance  Conditions.   The  reinsurance  is  subject  to  the  same
limitations and conditions as the insurance under the policy or policies written
by the Reinsured on which the reinsurance is based.

     2.  Expenses.  In no event will the  Reinsurer  have any  liability for any
extra-contractual  damages which are rendered  against the Reinsured as a result
of acts, omissions or course of conduct committed by the Reinsured in connection
with the annuity contracts reinsured under this Agreement.  In no event will the
Reinsured have any liability for extra-contractual damages against the Reinsurer
as a result of acts, omissions,  or course of conduct committed by the Reinsurer
in  connection  with  the  reinsurance  of  the  annuity  contracts  under  this
Agreement.


<PAGE>


     3.  Oversights.  If failure to pay any  premium due or to perform any other
act   required   by  this   Agreement   is   unintentional   and  is  caused  by
misunderstanding  or oversight,  the Reinsured and the Reinsurer will adjust the
situation to what it would have been had the  misunderstanding  or oversight not
occurred.

     4. Inspection.  At any reasonable time, the Reinsurer and the Reinsured may
inspect the original  papers and any other books or documents at the Home Office
of the other relating to or affecting reinsurance under this Agreement.

     It is  mutually  agreed  by  the  Reinsured  and  the  Reinsurer  that  any
information  that is made  available  for  inspection  under this section of the
Agreement  shall  be kept  confidential  and  under  no  circumstances  may this
information  be disclosed  to, or made  available for  inspection  by, any third
party without the prior consent of the other contracting party.

     5.  Assignment  or transfer.  In no event shall either the Reinsured or the
Reinsurer assign any of its rights,  duties or obligations  under this Agreement
without the prior written  approval of the other party.  Such approval shall not
unreasonably be withheld.

     In no event shall either the Reinsured or the Reinsurer transfer either the
policies  reinsured  under this Agreement or the  reinsurance  without the prior
written  approval of the other party.  Such approval shall not  unreasonable  be
withheld.

     6. If any  provision of this  Agreement  shall be held or made invalid by a
court  decision,  statute,  rule or otherwise,  the remainder of this  Agreement
shall not be affected  thereby.  This Agreement shall be construed in accordance
with the applicable federal law and the laws of the State of Connecticut.

     7. Premium Taxes. The Reinsurer will not be liable for premium taxes.

     8.  Insolvency.  In the event of the declared  insolvency of the Reinsured,
and the  appointment  of a  domiciliary  liquidator,  receiver,  conservator  or
statutory  successor  for the  Reinsured,  this  reinsurance  shall  be  payable
immediately upon demand, with reasonable provision for verification, directly to
the Reinsured or its domiciliary liquidator,  receiver, conservator or statutory
successor,  on the basis of the  liability of the Reinsured  without  diminution
because of the insolvency of the Reinsured or because the liquidator,  receiver,
conservator  or statutory  successor of the Reinsured has failed to pay all or a
portion of any claim.

     For purposes of the paragraph  above, the Reinsurer and the Reinsured shall
consider any balance due and unpaid, whether on account of premiums, allowances,
losses or claims  expenses,  to be mutual debts or credits under this  Agreement
and will offset, if permitted under the applicable law. Only the balance will be
considered in determining the liability of the Reinsurer.

     Every  liquidator,  receiver,  conservator  or  statutory  successor of the
Reinsured  or guaranty  fund or  association  shall give  written  notice to the
Reinsurer of the pendency of a claim involving the Reinsured indicating which of
the policies  would involve  possible  liability on the part of the Reinsurer to
the Reinsured or its domiciliary liquidator,  receiver, conservator or statutory
successor,  within a  reasonable  amount of time after the claim is filed in the
conservation, liquidation, receivership or other proceeding.


<PAGE>



     During the pendency of any claim,  the Reinsurer may  investigate  the same
     and interpose, at its own expense, in the proceeding where that claim is to
     be  adjudicated,  any defense or defenses that it may deem available to the
     Reinsured, to its policyholder, or to any liquidator, receiver or statutory
     successor of the  Reinsured or guaranty fund or  association.  The expenses
     thus incurred by the Reinsurer will be  chargeable,  subject to approval of
     the  applicable  court,  against  the  Reinsured  as part of the expense of
     conservation  or  liquidation  to the  extent  of a pro  rata  share of the
     benefit  which may  accrue  to the  Reinsured  as a result  of the  defense
     undertaken by the Reinsurer.

     This  reinsurance  shall  be  payable  directly  by  the  Reinsurer  to the
     Reinsured  or to  its  domiciliary  liquidator,  receiver,  conservator  or
     statutory  successor,  except as expressly required otherwise by applicable
     insurance law.

9.   Insolvency of the Reinsurer.  In the event of the  insolvency,  bankruptcy,
     receivership, rehabilitation or dissolution of the Reinsurer, the Reinsured
     may  retain all or any  portion of any amount  then due or which may become
     due to the  Reinsurer  under this  Agreement  and use such  amounts for the
     purposes of paying any and all liabilities of the Reinsurer  incurred under
     this Agreement. When all such liability hereunder has been discharged,  the
     Reinsured shall pay the Reinsurer, its successor or statutory receiver, the
     balance of such amounts withheld as may remain.


                                   ARTICLE XII

                                    RECAPTURE

1.   With the  exceptions of the  provisions  in Article VII,  Section 2 of this
     Article  and  Section  6 of  Schedule  A,  business  reinsured  under  this
     Agreement will not be eligible for recapture.

2.   Business  reinsured under this Agreement may be recaptured after the end of
     the  fifteenth  policy year.  The  Reinsured  shall notify the Reinsurer at
     least  30  days  prior  to the  end of the  fifteenth  policy  year  if the
     Reinsured elects to recapture such business. Upon recapture,  the Reinsurer
     will pay the  Reinsured an amount for each  recaptured  policy equal to the
     Surrender Value of the policy. The Reinsured will transfer to the Reinsurer
     the  modified  coinsurance  reserve of the policy  which equals the Account
     Value of the policy.


                                  ARTICLE XIII

                    EXCLUSION OF THE FIXED ALLOCATION ACCOUNT

1.   The Fixed  Allocation  Account of the policies  will be excluded  from this
     Agreement.  Any  transfers  between  the Fixed  Allocation  Account and the
     Variable  Allocation  Account will be subject to a transfer  adjustment  as
     specified in Sections 2 and 3 of this Article.


<PAGE>



2.   For  any  transfer  from  the  Variable  Allocation  Account  to the  Fixed
     Allocation  Account,  the  Reinsured  shall pay the  Reinsurer  a  transfer
     adjustment which equals the amount transferred multiplied by the applicable
     Transfer Adjustment Factor as provided in Schedule I.

3.   For  any  transfer  from  the  Fixed  Allocation  Account  to the  Variable
     Allocation  Account,  the  Reinsurer  shall pay the  Reinsured  a  transfer
     adjustment which equals the amount transferred multiplied by the applicable
     Transfer Adjustment Factor as provided in Schedule I.

     For  purposes  of this  Article  XIII,  Section  3. of the  Agreement,  any
     premiums paid by the  policyholder  after the effective  date of the policy
     will be considered transfers in the Variable Allocation Account and will be
     subject to the Transfer Adjustment Factor provided in Schedule I.


                                   ARTICLE XIV

                                   ARBITRATION

1.   Any controversy or claim arising out of or relating to this Agreement will
     be settled by arbitration.

2.   There  must be three  arbitrators  who  will be  active,  prior or  retired
     officers of life insurance  companies other than the contracting  companies
     or their subsidiaries or affiliates. Each of the contracting companies will
     appoint one of the arbitrators  and these two  arbitrators  will select the
     third.

     In the event  either  contracting  company  fails to  choose an  arbitrator
     within  thirty  (30) days  after the other  contracting  company  has given
     written notice of its arbitrator appointment, the contracting company which
     has given  written  notice  may choose  two  arbitrators  who shall in turn
     choose  a  third  arbitrator  before  entering  arbitration.   If  the  two
     arbitrators  are unable to agree upon the  selection of a third  arbitrator
     within thirty (30) days following their appointment,  each arbitrator shall
     nominate  three  candidates  within  ten  days  thereafter,  and the  final
     selection  shall be made a court of competent  jurisdiction  from among the
     submitted  names (three each) or any other  persons the court finds to be a
     qualified and impartial arbitrator.

3.   With regard to (2) above,  arbitration must be conducted in accordance with
     the Commercial  Arbitration Rules of the American  Arbitration  Association
     which will be in effect on the date of delivery of demand for arbitration.

4.   Each  contracting  company  shall pay its  arbitrator  and its  arbitration
     expenses and the two companies  shall share equally the third  arbitrator's
     expenses.

5.   The award  agreed by the  arbitrators  will be final and  binding  upon the
     parties,  and  judgment  may  be  entered  upon  it  in  any  court  having
     jurisdiction.



<PAGE>


                                   ARTICLE XV

                     IMPROPER SOLICITATION OF POLICY OWNERS

1.   Neither party shall contact or authorize any other person to contact owners
     of the policies for the purpose of  soliciting  surrender of the  policies,
     conversion  of the policies to another  form of  insurance,  making  policy
     loans or withdrawals without prior written approval of the other party.

2.   The Reinsured  will not cause or permit the  existence of this  Reinsurance
     Agreement to be  communicated  to any current or  prospective  policyholder
     without  the  prior  written  approval  of the  Reinsurer,  except as where
     required by state or federal laws. In the event this provision is violated,
     the Reinsurer may terminate this Agreement without notice.


                                   ARTICLE XVI

                    DAC TAX - SECTION 1.848-2(g) (8) ELECTION

The  Reinsured  and the  Reinsurer  hereby  agree to the  following  pursuant to
Section  1.848-2(g)(8) of the Income Tax Regulations issued December 1992, under
Section 848 of the Internal  Revenue  Code of 1986,  as amended.  This  election
shall be effective for 1993 and for all subsequent  taxable years for which this
Agreement remains in effect.

1.  The term "party" will refer to either the Reinsured or the Reinsurer as 
    appropriate.

2. The terms used in this Article are defined by reference to Regulation Section
1.848-2 in effect December 1992.

3.  The party with the net positive  consideration  for this  Agreement for each
    taxable year will  capitalize  specified  policy  acquisition  expenses with
    respect  to  this  Agreement  without  regard  to  the  general   deductions
    limitation of Section 848(c)(1).

4.  Both parties agree to exchange  information  pertaining to the amount of net
    consideration  under this  Agreement  each year to ensure  consistency or as
    otherwise required by the Internal Revenue Service.

5.  The Reinsured  will submit a schedule to the Reinsurer by May 1 of each year
    of its calculation of the net consideration for the preceding calendar year.
    This schedule of calculations  will be accompanied by a statement  signed by
    an officer of the Reinsured  stating that the Reinsured will report such net
    consideration in its tax return for the preceding calendar year.

6.  The  Reinsurer  may contest such  calculation  by  providing an  alternative
    calculation  to the Reinsured in writing  within 30 days of the  Reinsurer's
    receipt of the Reinsured's calculation.  If the Reinsurer does not so notify
    the Reinsured, the Reinsurer will report the net consideration as determined
    by the  Reinsured in the  Reinsurer's  tax return for the previous  calendar
    year.


<PAGE>



7.  If  the  Reinsurer   contests  the   Reinsured's   calculation  of  the  net
    consideration,  the parties  will act in good faith to reach an agreement as
    to the correct  amount  within  thirty  (30) days of the date the  Reinsurer
    submits its  alternative  calculation.  If the  Reinsured  and the Reinsurer
    reach agreement on an amount of net  consideration,  each party shall report
    such amount in their respective tax returns for the previous calendar year.


                                  ARTICLE XVII

                            EXPERIENCE REFUND ACCOUNT

This Agreement  provides for an Experience Refund Account to allow the Reinsured
to  share in the  favorable  experience  of the  reinsured  business  as to fund
growth, mortality and lapse. Specifically,  an Experience Refund Account will be
established  and maintained in accordance  with the formulas and terms set forth
in Schedule J of this Agreement.  At the end of each five-year interval from the
effective  date of the Agreement  beginning  with April 30, 2000,  the Reinsurer
will pay the Reinsured  100% of the positive  amount,  if any, in the Experience
Refund Account .


                                  ARTICLE XVIII

                              DURATION OF AGREEMENT

1.   This  Agreement may be terminated  with respect to new policies at any time
     by either company  giving ninety (90) days' written notice of  termination.
     The day the notice is deposited in the mail addressed to the Home Office or
     to an Officer of either  company  will be the first day of the ninety  (90)
     day period.

2.   During the ninety (90) day period, this Agreement will continue to remain
     in force.

3.   After termination,  the Reinsurer and the Reinsured shall remain liable for
     all  reinsurance  which became  effective  prior to the termination of this
     agreement.



<PAGE>


                                   ARTICLE XIX

                                ENTIRE AGREEMENT

This Agreement shall  constitute the entire  agreement  between the parties with
respect to the business being reinsured  hereunder.  There are no understandings
between the parties  other than as  expressed in this  Agreement.  Any change or
modification  to this Agreement  shall be null and void unless made by amendment
to this Agreement and signed by both parties.


                                   ARTICLE XX

                                    EXECUTION

In witness of the above,  this Agreement is signed in duplicate at the dates and
places indicated and shall be effective as of May 1, 1995.


AMERICAN SKANDIA LIFE                             TRANSAMERICA OCCIDENTAL
ASSURANCE CORPORATION                             LIFE INSURANCE COMPANY
at Shelton, Connecticut,                          at Charlotte, North Carolina,
on Dec. 19, 1995.                                on December 13, 1995.


By:  /s/Gordon C. Boronow                         By:  /s/ Michael Stein
   Title: President & COO                         Second Vice President


By: /s/Thomas M. Mazzaferro                       By: /s/Richard Wang
   Title:  Executive Vice President               Second Vice President

<PAGE>


                                   SCHEDULE A

                               BUSINESS REINSURED

1.   The annuitants must be residents of the United States and issue age 80 or 
     under.

2.   Form Name and Type                                       Form Number

     ASAP2/American Skandia Advisors Plan 2

     Group Deferred Annuity Certificate                   AXASP2/CRT(12/94)-01

     Individual Deferred Annuity With Fixed Accounts      AXASP2/IND(12/94)-01

     Individual Deferred Annuity Without Fixed Accounts   AXASP2/VAIND(12/94)-01

     AXIOM

     Group Deferred Annuity Certificate                   AXASP2/CRT(12/94)-01

     Individual Deferred Annuity With Fixed Accounts      AXASP2/IND(12/94)-01

     Individual Deferred Annuity Without Fixed Accounts   AXASP2/VAIND(12/94)-01

3.   The Fixed Accounts of the policies are excluded from this Agreement subject
     to provisions of Article XIII.

4.   Business  reinsured  excludes any  contract  that is issued with an initial
     purchase payment of less than $10,000.

5.   Business  reinsured  excludes any purchase  payments that are made after
     the contract  holder has attained age 80.

6.   Upon the time a policyholder  makes a purchase  payment after attaining age
     80, the Reinsured will recapture the policy. Upon recapture,  the Reinsured
     shall pay the Reinsurer a recapture fee equal to the  percentage in Section
     II of Schedule I times the account value recaptured.

     For  policies  that have  received  more than one purchase  payment  before
     recapture,  the recapture  fee factor shall be the weighted  average of the
     recapture  fee  factors  applicable  to all  purchase  payments  using  the
     percentage of each purchase payment to total purchase payment as weight.

7.   The M&E and Administration charges are 140 bp for ASAP2 and 100 bp for
     AXIOM.

8.   Other than business sold in New York and  Connecticut,  business  reinsured
     excludes any purchase payments sold through PaineWebber.


<PAGE>


                                   SCHEDULE B

                              BASIS OF REINSURANCE


The amount of reinsurance  under this Agreement shall be the  Reinsurer's  quota
share  percentage  shown below of the liability of the Reinsured on all policies
in the forms listed in Schedule A. The reinsurance  will cover only the Variable
Allocation Account of the policy.

      Quota Share Percentages

             ASAP2 - 33%

             AXIOM - 0%


<PAGE>


                                   SCHEDULE C

                            MONTHLY SETTLEMENT REPORT


A.   Due Reinsurer

     (1) Initial Premium Ceded
     (2) Additional/Renewal Premiums Ceded
     (3) Interest Credit on Modified Coinsurance Reserve (per Article IX)
     (4) Transfers-in from the Fixed Allocation Account
     (5) Adjustment for transfers from the Variable Allocation Account to the
         Fixed Allocation Account (per
         Article XIII)
     (6) Total  Amount Due Reinsurer (Total 1-5)

B.   Due Reinsured

     (1) Commission and Expense Allowances (per Article V)
         (a)  Commission Allowance
         (b)  Consulting Fee Reimbursement
         (c)  Per Policy Issue Expense Allowance
         (d)  Sales and Marketing Expense Allowance
              Subtotal

     (2) Benefits Ceded
         (a)  Surrenders, Medically-Related Surrenders, and Annuitizations
         (b)  Transfers Out to Fixed
         (c)  Penalty Free Surrender
         (d)  Partial Withdrawals
         (e)  Systematic Withdrawals
         (f)  Minimum Distributions
         (g)  Death Claims (Account Value of Policy)

     (3) Adjustment for transfers from the Fixed Allocation Account to the
         Variable Allocation Account (per Article XIII)

     (4) Adjustment for Additional/Renewal Premium

     (5) Modified Coinsurance Reserve Adjustment (per Article IX)

     (6) Total  Amount Due Reinsured = (1) + (2) + (3) + (4) +(5)

C.   Balance During the Period = A(6) - B(6)
       If positive, the balance is due to be paid by the Reinsured. If negative,
       the balance is due to be paid by the Reinsurer.

The above  information shall be provided by the Reinsured on an aggregate basis.
The  individual  policy data shall be available  to the  Reinsurer on a computer
tape or diskette upon request.


<PAGE>


                                   SCHEDULE D

                        COMMISSION AND EXPENSE ALLOWANCES


1.   Expense  Allowances.  The Reinsurer will grant the Reinsured the following
     expense  allowances on the portion of the business reinsured:

     Policy Issue Expense (% of Premium)

         0.40% of premiums paid on the effective date of the policy

     Maintenance Expense (First and Renewal Years)

         Quota Share Percentage of $30.00 per year

     Sales and Marketing Expense  (% of Premium)

         ASAP2:     1.90% of premium paid on the effective date of the policy
         Axiom:     1.15% of premium paid on the effective date of the policy

2.   Commission  Allowances.  The  Reinsurer  will  grant the  Reinsured
     commission  allowances,  as a percent  of premiums paid on the effective
     date of the policy, on the reinsured business following the schedule below:

     ASAP2:      5.5%
     AXIOM:      4.0%

3.   Consulting Fee Reimbursement

         0.25% of the reinsured Account Value, payable at the same time as paid
         by the Reinsured.

4.   Annual Death Benefit Allowance

     ASAP2:       Annual rate of 5 basis points of Account Value, deducted on a
                  daily basis
     Axiom:       Annual rate of 2.5 basis points of Account Value, deducted on
                  a daily basis


<PAGE>


                                   SCHEDULE E

                       MONTHLY BUSINESS MANAGEMENT REPORT


A.   Informational Reports

     (1) Reserve Report showing the statutory reserves, Account Values and 
         Surrender Values

     (2) Production  Report  with  premiums  (split by  initial  and  additional
         premiums) and policy counts,  including the number of policies in force
         at the beginning and at the end of the month.

     (3) Policy Loads Report showing the Mortality and Expense Risk Charges and
         the Administration Charges.

     (4) Experience Refund Account Report (Quarterly)


<PAGE>


                                   SCHEDULE F

                                  ANNUAL REPORT


The annual report shall provide the following information:

     "Exhibit of Number of Policies,  Contracts and  Certificates for Annuities"
     from the NAIC-prescribed annual statement.


<PAGE>


                                   SCHEDULE G

                 INTEREST CREDIT ON MODIFIED COINSURANCE RESERVE


The amount of the interest credit payable by the Reinsured to the Reinsurer will
be determined according to the schedule below:

A.   Account Value as of the beginning of the month

B.   Increases in Account Value during the month

     (1) Initial Premiums
     (2) Additional/Renewal Premium
     (3) Transfers-in from the Fixed Allocation Account

     (4) Total increase ((1) + (2) +(3))

C.   Decreases in Account Value during the month

     (1) Deaths benefits paid
     (2) Benefits Paid Upon Surrenders,
         Medically-Related  Surrenders  and  Annuitizations  (3) Deferred  Sales
     Charge  Deductions (4) Partial  Withdrawals (5) Systematic  Withdrawals (6)
     Minimum Distributions (7) Transfers-out to the Fixed Allocation Account (8)
     M&E and Administration Fee Deductions

     (9) Total Decrease (sum of (1) through (8))

D.   Account Value as of the end of the month

E.    Interest Credit on Modified Coinsurance Reserve as of the
     end of the month (i.e., increase in policyholders' accounts
     attributable to investment fund increases)
     = D - A - B(4) + C(9)




<PAGE>


                                   SCHEDULE H

                     MODIFIED COINSURANCE RESERVE ADJUSTMENT


The reserve  adjustment  will be calculated as (B) minus (A),  where (A) and (B)
are defined as follows:

Increase in Mod-Co Reserve Payable by the Reinsurer to the Reinsured:

A.   Account Value as of the beginning of the month

B.   Account Value as of the end of the month

C.   Increase in Mod-Co Reserve (B - A)

D.   Statutory Reserve - End of Month


<PAGE>


                                   SCHEDULE I


                                 TO BE INSERTED.




<PAGE>


                                   SCHEDULE J

                            EXPERIENCE REFUND ACCOUNT


An Experience  Refund  Account will be  established  and  maintained  under this
Agreement in accordance with the formulas,  terms and actuarial  assumptions set
forth below.

I.     The Reinsurer will establish an Experience Refund Account (ERA) at the 
       effective date of the treaty with a
       zero beginning balance.

II.    As of the end of each quarter, the Reinsured shall calculate the
       following amounts:

        ------------------------------- ========================================
        Target Fund Level (TFL):        This is the reinsured Account Value, for
                                        each policy that is issued under the
                                        Reinsurance Agreement, that would have
                                        remained in the policy if the  policy
                                        experience as to fund growth,  mortality
                                        and lapse had  been  as   assumed  in
                                        pricing  as summarized in Item V of this
                                        Schedule J.  Renewal   premiums  and
                                        transfers  from Fixed Allocation
                                        Account shall increase the   TFL   and
                                        transfers   to   Fixed Allocation
                                        Account  shall  decrease the TFL.
        ------------------------------- ========================================
        ------------------------------- ========================================
        Actual Fund Level (AFL):        The is the actual reinsured Account
                                        Value for each policy that is inforce as
                                        of the end of the quarter.

        ------------------------------- ========================================
        ------------------------------- ========================================
        Expected Deferred Sales         This is the Deferred Sales Charge the
        Charge (EDSC):                  Reinsurer would have received for the
                                        quarter, from each policy issued under
                                        this Agreement,  based on the  pricing
                                        lapse and  mortality  assumptions  as
                                        shown in Item V below.

        ------------------------------- ========================================
        ------------------------------- ========================================
        Actual Deferred Sales Charge    This is the actual Deferred Sales
        (ADSC):                         Charges the Reinsurer receives for the
                                        quarter, attributable to withdrawals and
                                        deaths that occurred during the quarter.

        ------------------------------- ========================================
        ------------------------------- ========================================
        Gain/(Loss) in Spread:          Calculated as [Y% x (Average AFL -
                                        Average TFL)], where:(Average AFL)t =
                                        0.5 x (AFLt-1 + AFLt), (Average TFL)t =
                                        0.5 x (TFLt-1 + TFLt) and For ASAP2, 
                                        Y=0.27387% which is derived as
                                        (1 + 0.014 - 0.0005 - 0.0025)1/4-1
                                        For Axiom, Y=0.18076% which is derived
                                        as (1 + 0.01 - 0.00025 - 0.0025)1/4-1
        ------------------------------- ========================================
        ------------------------------- ========================================
        Gain/(Loss) in DSC:             Calculated as ADSC - EDSC

        ------------------------------- ========================================


<PAGE>


III:   As of the end of any calendar quarter, the balance in the ERA shall equal
      (1) + (2) + (3) below, where:

       1.  The ERA balance as of the end of the immediately  preceding  calendar
           quarter  multiplied  by (1 +  i)1/4,  where  i is the  annualized  US
           Treasury Rate based on a maturity duration equal to the period of the
           time until the next Experience Refund Date.

           Experience  Refund  Date is  defined  as the  end of  each  five-year
           interval from May 1, 1995, the treaty  effective date, with the first
           Experience Refund Date being April 30, 2000.

       2.  Gain/(Loss) in Spread calculated for the current quarter in
           accordance with provisions in Item II above.

       3.  Gain/(Loss) in DSC calculated for the current quarter in accordance
           with provisions in Item II above.

IV.    As of each Experience Refund Date, the Reinsurer shall pay the Reinsured
       100% of the positive balance in the ERA, if any.  The amount in the ERA
       shall be reduced by the amount of the payment.

V.     For purposes of calculating TFLs and EDSCs, the following pricing 
       assumptions will be used:

       1.  Fund growth Rate:        6.6% (i.e., 8% - 1.4%) for ASAP2
                                    7.0% (i.e., 8% - 1.0%) for Axiom
       2.  Mortality rates: based on 90% of the 1980 UL Life Mortality Table
       3.  Lapse rates: 2%, 3%, 4%, 5% 6%, 6%, 6%, 15% for years 1 through 8,
           respectively, and 10% for each year thereafter.
       4.  Penalty free partial surrenders: 1.5% of account value for ASAP2 and 
           1% for Axiom


                                              Exhibit 7 (b)




10/24/95








                              REINSURANCE AGREEMENT


                                     BETWEEN


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                              SHELTON, CONNECTICUT

                       referred to as the "Ceding Company"


                                       AND


                       PAINEWEBBER LIFE INSURANCE COMPANY

                              WEEHAWKEN, NEW JERSEY

                         referred to as the "Reinsurer"

















<PAGE>


                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I             GENERAL PROVISIONS                                     3

ARTICLE II            REINSURANCE PREMIUMS                                   7

ARTICLE III           COMMISSIONS AND ALLOWANCES                             8

ARTICLE IV            BENEFIT PAYMENTS                                      10

ARTICLE V             RESERVE ADJUSTMENTS                                   12

ARTICLE VI            ADJUSTMENT FOR TRANSFERS INVOLVING FIXED ACCOUNT      13

ARTICLE VII           ACCOUNTING AND SETTLEMENTS                            14

ARTICLE VIII          DURATION AND RECAPTURE                                16

ARTICLE IX            TERMINAL ACCOUNTING AND SETTLEMENT                    18

ARTICLE X             ARBITRATION                                           19

ARTICLE XI            INSOLVENCY                                            20

ARTICLE XII           EXECUTION AND EFFECTIVE DATE                          21


SCHEDULE A            ANNUITIES AND RISKS REINSURED                         22

SCHEDULE B            MONTHLY REPORT OF ACTIVITY AND SETTLEMENTS            23

SCHEDULE C            MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT        27

SCHEDULE D            COMMISSION SCHEDULES                                  28




<PAGE>


                              REINSURANCE AGREEMENT

This  Agreement  is made and entered into by and between  American  Skandia Life
Assurance  Corporation  (hereinafter  referred to as the "Ceding  Company")  and
Paine  Webber  Life   Insurance   Company   (hereinafter   referred  to  as  the
"Reinsurer").

The Ceding Company and the Reinsurer mutually agree to reinsure on the terms and
conditions stated herein. This Agreement is an indemnity  reinsurance  agreement
solely  between the Ceding  Company and the  Reinsurer,  and  performance of the
obligations of each party under this  Agreement  will be rendered  solely to the
other party.  In no instance  will anyone  other than the Ceding  Company or the
Reinsurer have any rights under this  Agreement,  and the Ceding Company will be
and remains the only party hereunder that is liable to any insured, policy owner
or beneficiary under any annuity reinsured hereunder.


<PAGE>


                                    ARTICLE I
                               GENERAL PROVISIONS

     1.  Annuities and Risks  Reinsured.  The Reinsurer  agrees to indemnify the
Ceding  Company  for,  and the  Ceding  Company  agrees  to  reinsure  with  the
Reinsurer,  according  to the terms and  conditions  hereof,  the portion of the
risks under the annuities described in Schedule A attached hereto.

     2.  Coverages  and  Exclusions.  Only the variable  annuities  described in
Schedule A are reinsured under this Agreement.

     3.  Plan  of  Reinsurance.   This  indemnity   reinsurance  will  be  on  a
modified-coinsurance  basis. The Ceding Company will retain, control and own all
assets held in relation to the Modified Coinsurance Reserve.

     4. Expenses.  The Reinsurer  will bear no part of the expenses  incurred in
connection with the annuities reinsured hereunder,  except as otherwise provided
herein.

     5. Annuity Changes. The Ceding Company must provide written notification to
the  Reinsurer of any change which  affects the original  terms or conditions of
any annuity reinsured hereunder not later than thirty (30) days after the change
takes effect.  The Reinsurer  will provide  written  notification  to the Ceding
Company as to the  Reinsurer's  acceptance  or  rejection  of the change  within
thirty (30) days after receipt of notice of the change. If the Reinsurer accepts
any such change,  the Reinsurer  will (a) assume that portion of any increase in
the Ceding Company's liability,  resulting from the change, which corresponds to
the portion of the annuities  reinsured  hereunder,  and (b) receive  credit for
that portion of any decrease in the Ceding Company's  liability,  resulting from
the  change,  which  corresponds  to  the  portion  of the  annuities  reinsured
hereunder.  If the Reinsurer rejects any such change, the Reinsurer's  liability
under this Agreement will be determined as if no such change had occurred.

     6. No Extracontractual Damages. The Reinsurer does not indemnify the Ceding
Company  for,  and will not be  liable  for,  any  extracontractual  damages  or
extracontractual   liability  of  any  kind  whatsoever  resulting  from  fraud,
oppression,  bad faith, strict liability, or negligent,  reckless or intentional
wrongs on the part of the Ceding Company or its directors,  officers,  employees
and agents. The following types of damages are examples of damages that would be
excluded  under this  Agreement  for the conduct  described  above:  damages for
emotional distress and punitive or exemplary damages.

     7. Annuity Administration. The Ceding Company will administer the annuities
reinsured hereunder and will perform all accounting for such annuities.

     8. Inspection. At any reasonable time, the Reinsurer or its representatives
may inspect,  during normal  business hours and upon reasonable  notice,  at the
principal  office of the Ceding  Company,  the  original  papers and any and all
other  books or  documents  relating  to or  affecting  reinsurance  under  this
Agreement.  The Reinsurer or its  representatives  will not use any  information
obtained  through any inspection  pursuant to this Paragraph for any purpose not
relating to reinsurance hereunder.

     9. Taxes.  The allowance for any premium taxes paid in connection  with the
annuities  reinsured  hereunder is included in the  Commissions  and Allowances,
described in Article III. The Reinsurer  will not  reimburse the Ceding  Company
for any other taxes paid by the Ceding Company in connection  with the annuities
reinsured hereunder.

     10.  Proxy  Tax  Reimbursement.  Pursuant  to IRC  Section  848,  insurance
companies are required to capitalize and amortize  specified policy  acquisition
expenses. The amount capitalized is determined by proxy based on a percentage of
"reinsurance premiums" as defined in the IRS regulations relating to IRC Section
848.  The  Reinsurer  and the Ceding  Company  agree that any costs  which would
result from IRC Section 848 are not subject to reimbursement hereunder.

     11. Election to Determine Specified Policy Acquisition Expenses. The Ceding
Company and the Reinsurer  agree that the party with net positive  consideration
under this Agreement will capitalize  specified policy acquisition expenses with
respect to  annuities  reinsured  under  this  Agreement  without  regard to the
general deductions  limitation of Section 848(c)(1) of the Internal Revenue Code
of 1986,  as  amended.  The  Ceding  Company  and the  Reinsurer  will  exchange
information  pertaining to the amount of net consideration  under this Agreement
each year to ensure  consistency.  The Ceding  Company will submit a schedule to
the  Reinsurer  by May 1 of each  year  presenting  its  calculation  of the net
consideration  for the  preceding  taxable  year.  The Reinsurer may contest the
calculation  in  writing  within  thirty  (30)  days of  receipt  of the  Ceding
Company's schedule. Any differences will be resolved between the parties so that
consistent  amounts are reported on the respective tax returns for the preceding
taxable year. This election to capitalize  specified policy acquisition expenses
without regard to the general deductions limitation is effective for all taxable
years during which this Agreement remains in effect.

     12. Condition. The reinsurance hereunder is subject to the same limitations
and conditions as the annuities issued by the Ceding Company which are reinsured
hereunder, except as otherwise provided in this Agreement.

     13. Misunderstandings and Oversights.  If any failure to pay amounts due or
to perform any other act required by this Agreement is unintentional  and caused
by  misunderstanding  or oversight,  the Ceding  Company and the Reinsurer  will
adjust  the  situation  to what it would have been had the  misunderstanding  or
oversight not occurred.

     14.  Adjustments.  If  the  Ceding  Company's  liability  under  any of the
annuities  reinsured  hereunder is changed because of a misstatement of age, sex
or any other  material  fact,  the Reinsurer will (a) assume that portion of any
increase in the Ceding  Company's  liability,  resulting from the change,  which
corresponds to the portion of the annuities reinsured hereunder, and (b) receive
credit for that  portion of any  decrease  in the  Ceding  Company's  liability,
resulting  from the change,  which  corresponds  to the portion of the annuities
reinsured hereunder.

     15.  Reinstatements.  If an annuity  reinsured  hereunder is surrendered or
annuitized, and is subsequently reinstated while this Agreement is in force, the
reinsurance  for such  annuity  will be  reinstated  automatically.  The  Ceding
Company  will  pay the  Reinsurer  the  Reinsurer's  proportionate  share of all
amounts  received by the Ceding Company in connection with the  reinstatement of
the annuity,  plus any amounts previously  refunded to the Ceding Company by the
Reinsurer in connection with the lapse of the annuity.

     16. Assignment. The Ceding Company may not assign any of its rights, duties
or  obligations  under  this  Agreement  without  prior  written  consent of the
Reinsurer.  The  Reinsurer  may  not  assign  any  of  its  rights,  duties,  or
obligations  under this  Agreement  without prior written  consent of the Ceding
Company.

     17.  Amendments and Waiver.  Any change or  modification  to this Agreement
will be null and void unless made by  amendment to the  Agreement  and signed by
both parties.  Any waiver will constitute a waiver only in the circumstances for
which it was given and will not be a waiver of any future circumstances.

     18. Entire  Agreement.  The terms  expressed  herein  constitute the entire
agreement between the parties with respect to the annuities reinsured hereunder.
There are no  understandings  between the parties with respect to the  annuities
reinsured hereunder other than as expressed in this Agreement.

     19. Current Practices. The Ceding Company will not materially change, alter
or  otherwise  compromise  its  underwriting,  claims  paying or  administrative
practices  with  respect to the  annuities  reinsured  hereunder  without  prior
written  consent  of  the  Reinsurer,  unless  they  are  caused  by  regulatory
requirements.  In the case of regulatory  requirements,  the Ceding Company will
give the Reinsurer reasonable notice of any changes.

     20. Governing Law. If any provision of this Agreement shall be held or made
invalid by a court decision,  statute, rule, or otherwise, the remainder of this
Agreement  shall not be affected  thereby.  This Agreement shall be construed in
accordance  with  the  applicable  federal  law and the  laws  of the  State  of
Connecticut.


<PAGE>


                                   ARTICLE II
                              REINSURANCE PREMIUMS

Reinsurance  Premiums.  The Ceding  Company will pay the  Reinsurer  Reinsurance
Premiums on all annuities reinsured under this Agreement in an amount equal to a
quota  share,  as defined in Schedule  A, of the gross  premiums  collected  and
deposited into the Variable Separate Account during the Accounting Period by the
Ceding  Company.  The  Reinsurance  Premiums paid to the Reinsurer by the Ceding
Company will be remitted to the Reinsurer at the end of the  Accounting  Period,
as defined in Article VII,  during which the gross  premiums were  collected and
deposited by the Ceding Company.




<PAGE>


                                   ARTICLE III
                           COMMISSIONS AND ALLOWANCES

     1. Premium Tax. The Reinsurer  shall  reimburse the Ceding  Company for all
premium  taxes  and  guaranty  fund  assessments  incurred  on  the  Reinsurance
Premiums.

     2.  Commissions.  The Reinsurer  shall reimburse the Ceding Company for all
commissions and wholesaler overrides incurred on the Reinsurance Premiums and on
that portion of the Account Value of the  annuities  reinsured  hereunder  which
corresponds to the portion of the annuities reinsured hereunder as of the end of
the  current  Accounting  Period.  Commissions  will be net of a quota  share of
commission  chargebacks on policies  reinsured  hereunder.  Schedule D shows the
current commission schedules for the annuities reinsured hereunder.

     3.  Allowance for Expenses.  The Reinsurer  will pay the Ceding  Company an
Allowance  for Expenses for each  Accounting  Period equal to (i) plus (ii) plus
(iii) plus (iv) plus (v), where:  (i) For policy  maintenance,  equals (a) times
(b),  where:  (a) equals  $2.50  times the quota  share  percentage  of the ASAP
annuities  reinsured  hereunder,  as described in Schedule A; and (b) equals the
number of ASAP annuities  reinsured  hereunder and described in Schedule A, that
are  inforce  at the end of the  current  Accounting  Period;  (ii)  For  policy
issuance,  equals (a) times (b), where: (a) equals $150.00 times the quota share
percentage of the ASAP annuities reinsured  hereunder,  as described in Schedule
A; and (b) equals the number of ASAP annuities reinsured hereunder and described
in Schedule A, that were issued during the current Accounting Period;  (iii) For
DAC proxy tax,  equals (a) times (b),  where (a) equals  0.0036 ; and (b) equals
that amount of the Reinsurance Premiums received on non-qualified policies; (iv)
For other costs and risks,  equals (a) times (b), where (a) equals  .00285;  and
(b) equals the  Reinsurance  Premiums  received;  (v) (a) minus (b),  times (c),
where:  (a)  equals  the  quota  share  of the  account  value at the end of the
Accounting Period of the annuities reinsured hereunder.  (b) equals the Modified
Coinsurance  Reserve  at the  end  of the  Accounting  Period  of the  annuities
reinsured  hereunder.  (c)  equals  (5 year  Treasury  Bond  Rate plus 200 basis
points)  divided  by 12.  The 5 year  Treasury  Bond Rate will be that  which is
published in the Wall Street  Journal on the first  business day  following  the
close of the Accounting Period. (vi) Amounts in (i)(a) and (ii)(a) above will be
adjusted  annually  on January 1, for  inflation  at the change in the  Consumer
Price Index (CPI-U as  determined  by  Department  of Labor and published in the
Wall Street Journal).

     4. Minimum Death Benefit Guarantee Costs: The Reinsurer will pay the Ceding
Company an  allowance  for each  Accounting  Period for the costs of the minimum
death benefit  guarantee equal to (a) times (b) where: (a) equals .0001167 ; and
(b) equals the quota  share of the account  values at the end of the  accounting
period on ASAP annuities;



<PAGE>


                                   ARTICLE IV
                                BENEFIT PAYMENTS

     1. Benefit Payments.  Benefit  Payments,  as referred to in this Agreement,
means the  Reinsurer's  quota share of (i) Claims,  as  described in Paragraph 2
below,  (ii) Cash Surrenders,  as described in Paragraph 3 below,  (iii) Partial
Withdrawals,  as described in Paragraph 4 below, and (iv) Annuity  Benefits,  as
described in Paragraph 5 below.

     2. Claims.  The  Reinsurer  will pay the Ceding  Company  Claims.  The term
"Claims," as used in this  Agreement,  means that portion of the death  benefits
paid by the Ceding Company on annuities  reinsured  hereunder  which is equal to
the Reinsurer's quota share of the cash surrender value as of the date the death
benefit is payable.

     3. Cash Surrenders.  The Reinsurer will pay the Ceding Company that portion
of the  Cash  Surrenders  paid by the  Ceding  Company  on  annuities  reinsured
hereunder which corresponds to the portion of the annuities reinsured hereunder.

     4. Partial  Withdrawals.  The  Reinsurer  will pay the Ceding  Company that
portion of Partial Withdrawals paid by the Ceding Company on annuities reinsured
hereunder which corresponds to the portion of the annuities reinsured hereunder.

     5. Annuity Benefits.  The Reinsurer's  obligation for Annuity Benefits paid
by the Ceding Company on annuities reinsured hereunder will be satisfied in full
by the  payment to the  Ceding  Company  of that  portion of the Cash  Surrender
Value, as of the date of annuitization,  which corresponds to the portion of the
annuities reinsured hereunder.

     6.  Liability and Payment.  The  Reinsurer  will accept the decision of the
Ceding  Company  with  respect  to  Benefit  Payments  on  annuities   reinsured
hereunder. The Reinsurer will pay its proportionate share of Benefit Payments in
a lump sum to the Ceding Company without regard to the form of settlement by the
Ceding Company.

     7. Contested Benefits.  The Ceding Company will advise the Reinsurer of its
intention  to  contest,   compromise  or  litigate  Benefit  Payments  involving
annuities reinsured hereunder.  The Reinsurer will pay its share of the expenses
of such contests, in addition to its share of Benefit Payments, or it may choose
not to  participate.  If the  Reinsurer  chooses  not to  participate,  it  will
discharge its  liability by payment to the Ceding  Company of the full amount of
its liability, prior to any contests, on the annuity reinsured hereunder.


<PAGE>


                                    ARTICLE V
                               RESERVE ADJUSTMENTS

     1. Modified  Coinsurance  Reserve Adjustment.

     A. The  Modified  Coinsurance  Reserve  Adjustment  will be  computed  each
Accounting  Period  equal to (i) minus  (ii) plus  (iii)  minus  (iv) minus (v),
where:

     (i) equals the Modified Coinsurance Reserve,  determined in accordance with
Paragraph 2 below, at the end of the current Accounting Period;
                          
     (ii) equals a quota share of the amount  transferred from the fixed account
to the Variable  Separate Account for the annuities  reinsured  hereunder during
the  current  Accounting  Period;

     (iii)  equals a quota  share of the amount  transferred  from the  Variable
Separate  Account to the fixed  account for the  annuities  reinsured  hereunder
during the  current  Accounting  Period;  

     (iv) equals the Modified Coinsurance Reserve, determined in accordance with
Paragraph 2 below, at the end of the preceding Accounting Period;

     (v) equals the Modified Coinsurance Reserve Investment Credit, as described
in Schedule C.

     B. For any  Accounting  Period in which the amount  computed in A. above is
positive,  the  Reinsurer  will pay the  Ceding  Company  such  amount.  For any
Accounting  Period in which the amount  computed  in A. above is  negative,  the
Ceding Company will pay the Reinsurer the absolute value of such amount.

     2. Modified Coinsurance Reserve. The term "Modified  Coinsurance  Reserve,"
as used in this Agreement,  means a quota share of the statutory reserve held by
the Ceding  Company  with  respect to that  portion of the  annuities  reinsured
hereunder. The statutory reserve will be determined by the Commissioners Annuity
Reserve  Valuation  Method,  or such  other  amount  required  by the  Insurance
Commissioner of the Ceding Company's state of domicile.



<PAGE>


                                   ARTICLE VI
                       ADJUSTMENT FOR TRANSFERS INVOLVING
                                THE FIXED ACCOUNT

     1. The Ceding  Company will pay Reinsurer an amount equal to (i) times (ii)
where:

(i) equals a quota share of the amount transferred from the Variable
Separate Account to the fixed account, grouped by policy duration at the time of
transfer;  for the annuities  reinsured  hereunder during the current Accounting
Period;

(ii) equals the applicable exchange factor for each policy duration
described in Paragraph 3 below.

     2. The Reinsurer  will pay the Ceding  Company an amount equal to (i) times
(ii) where:

     (i) equals a quota share of the amount  transferred  from the fixed account
to the  Variable  Separate  Account  grouped by policy  duration  at the time of
transfer;  for the annuities  reinsured  hereunder during the current Accounting
Period;

     (ii)  equals  the  applicable  exchange  factor  for each  policy  duration
described in Paragraph 3 below.

3.       The exchange factors for each policy duration are shown below:
    Policy Duration (years)               Exchange Factor
               1                               0.08
               2                               0.07
               3                               0.06
               4                               0.05
               5                               0.04
               6                               0.03
               7                               0.03
              8 +                              0.03




<PAGE>


                                   ARTICLE VII
                           ACCOUNTING AND SETTLEMENTS

1. Monthly Accounting Period. Each Accounting Period under this Agreement
will be a calendar month,  except that: (a) the initial  Accounting  Period runs
from the Effective Date of this  Agreement  through the last day of the calendar
month during which the Execution Date of this Agreement falls, and (b) the final
Accounting Period runs from the end of the preceding Accounting Period until the
terminal accounting date of this Agreement as described in Article IX, Paragraph
2. The amount in Article III, paragraph 3 (i) (a) will be adjusted on a pro-rata
basis for time periods less than a calendar month.

2. Monthly Accounting Reports. Monthly accounting reports in the form of
Schedule B will be  submitted to the  Reinsurer  by the Ceding  Company for each
Accounting  Period  not  later  than  fifteen  (15)  days  after the end of each
Accounting  Period.  Such  reports  will  include  information  on the amount of
Reinsurance Premiums,  Allowance for Commissions and Expenses, Benefit Payments,
Modified Coinsurance Reserve, and Modified Coinsurance Reserve Adjustment.

3.      Monthly Settlements.

     A. Within  twenty-five  (25) days after the end of each Accounting  Period,
the Ceding Company will pay the Reinsurer the sum of:

     (i) Reinsurance Premiums, determined in accordance with Article II, plus

     (ii) any Modified  Coinsurance Reserve Adjustment payable to the Reinsurer,
determined in accordance with Article V, Paragraph 1, plus

     (iii) any Adjustment for Transfers  Involving the Fixed Account  payable to
the Reinsurer, determined in accordance with Article VI.

     B. Simultaneously, the Reinsurer will pay the Ceding Company the sum of:

     (i) the amount of Benefit Payments, as described in Article IV, plus

     (ii) the Allowance for Commissions  and Expenses,  determined in accordance
with Article III, plus

     (iii) any Modified  Coinsurance  Reserve  Adjustment  payable to the Ceding
Company, determined in accordance with Article V, Paragraph 1, plus

     (iv) any  Adjustment for Transfers  Involving the Fixed Account  payable to
the Ceding Company, determined in accordance with Article VI.

     4. Amounts Due Monthly.  Except as otherwise  specifically provided in this
Agreement,  all  amounts  due to be paid to either  the  Ceding  Company  or the
Reinsurer  under this Agreement will be determined on a net basis as of the last
day of each Accounting Period and will be due as of such date and payable within
twenty-five (25) days after the end of the Accounting Period.

     5. Annual Accounting Reports. The Ceding Company will provide the Reinsurer
with annual  accounting  reports  within  fifteen (15) days after the end of the
calendar  year for which such reports are  prepared.  These reports will contain
sufficient  information  about the annuities  reinsured  hereunder to enable the
Reinsurer to prepare its annual financial  reports and to verify the information
reported  in Schedule B of this  agreement,  and will  include  Page 7, Page 27,
Schedule S, and Exhibit 1 of the Annual Statement.

     6. Estimations.  If the amounts,  as described in Paragraph 3 above, cannot
be  determined by the dates  described in Paragraph 4 above,  on an exact basis,
such payments will be paid in accordance with the best available  information at
that time.  Adjustments  will then be made to reflect  actual  amounts when they
become available.

     7.  Delayed  Payments.  For  purposes of  Paragraph 4 above,  if there is a
delayed  settlement of a payment due, there will be an interest penalty,  at the
one month London Interbank Offering Rate (LIBOR) plus 0.5%. For purposes of this
Paragraph,  a payment will be considered overdue thirty (30) days after the date
such payment is due.

     8.  Offset of  Payments.  All moneys  due either the Ceding  Company or the
Reinsurer  under this Agreement  will be offset  against each other,  dollar for
dollar, regardless of any insolvency of either party.


<PAGE>


                                  ARTICLE VIII
                             DURATION AND RECAPTURE

     1.  Duration.  Except as  otherwise  provided  herein,  this  Agreement  is
unlimited in duration.

     2.  Reinsurer's  Liability.  The liability of the Reinsurer with respect to
any  annuity  reinsured  hereunder  will begin  simultaneously  with that of the
Ceding  Company,  but not prior to the  Effective  Date of this  Agreement.  The
Reinsurer's  liability  with  respect to any annuity  reinsured  hereunder  will
terminate  on the  earliest  of:  (i) the date such  annuity  is  recaptured  in
accordance with paragraph 4 below; (ii) the date the Ceding Company's  liability
on such annuity is  terminated;  or (iii) the date this  Agreement is terminated
under paragraph 3 below.  Termination of the Reinsurer's liability is subject to
payments in respect of such  liability  in  accordance  with the  provisions  of
Article IX of this  Agreement.  In no event  should the  interpretation  of this
Paragraph imply a unilateral right of the Reinsurer to terminate this Agreement.
However,  the  Reinsurer  and/or the Ceding  Company may,  upon thirty (30) days
prior  written  notice  to the  other  party,  terminate  this  Agreement  as to
annuities not yet written by the Ceding Company as of the effective date of such
termination.

     3. Termination for Nonpayment of Reinsurance Premiums or Other Amounts Due.
If the Ceding Company fails to pay the Reinsurance Premiums or any other amounts
due to the Reinsurer pursuant to this Agreement within sixty (60) days after the
end of any  Accounting  Period,  the  Reinsurer may  terminate  this  Agreement,
subject to thirty (30) days prior written notice to the Ceding  Company.  If the
Reinsurer  fails to pay any amounts due to the Ceding  Company  pursuant to this
Agreement  within sixty (60) days after the end of any  Accounting  Period,  the
Ceding Company may terminate this  Agreement,  subject to thirty (30) days prior
written notice to the Reinsurer.

     4. Recapture. Annuities reinsured hereunder will be eligible for recapture,
at the option of the Ceding Company as described below:


     (i) On any January 1, all reinsured annuities that have been inforce for 20
years or longer,  subject to ninety (90) days prior written notice;  (ii) on any
other date which is mutually agreed to in writing.

     If the Ceding  Company  opts to  recapture,  then the Ceding  Company  must
recapture  all of the  annuities  reinsured  hereunder  that  are  eligible  for
recapture.  In no event may the Ceding Company recapture anything other than 100
percent of all annuities reinsured hereunder that are eligible for recapture.

     5.  Internal  Replacements.  Should the  Ceding  Company,  its  affiliates,
successors or assigns,  initiate a formal program of Internal  Replacement  that
would include any of the annuities reinsured hereunder,  the Ceding Company will
immediately  notify the  Reinsurer.  The Reinsurer  will  participate on a quota
share basis in any expenses  associated with that program.  For purposes of this
Agreement,  the term  "Internal  Replacement"  means  any  instance  in which an
annuity or any  portion of the cash value of an annuity  which is written by the
Ceding Company, its affiliates,  successors, or assigns is exchanged for another
policy or  annuity  covered  under  this  Agreement.  The  Ceding  Company,  its
affiliates,  successors  or  assigns,  will not  initiate a program of  internal
replacement that includes any of the annuities reinsured hereunder,  to policies
or  annuities  that are not  covered by this  Agreement,  unless  the  Reinsurer
consents.


<PAGE>


                                   ARTICLE IX
                       TERMINAL ACCOUNTING AND SETTLEMENT

     1. Terminal  Accounting.  In the event that this Agreement is terminated in
accordance  with  Article  VIII,  Paragraphs  3 or 4, or Article  XI, a Terminal
Accounting and Settlement will take place.

     2. Date.  The  terminal  accounting  date will be the  earliest of: (1) the
effective date of recapture pursuant to any notice of recapture given under this
Agreement,  (2) the  effective  date of  termination  pursuant  to any notice of
termination given under this Agreement, or (3) any other date mutually agreed to
in writing.

 3.      Settlement.  The Terminal Accounting and Settlement will consist of:

     A. The monthly settlement as provided in Article VII, Paragraph 3, computed
as of the terminal accounting date as if the treaty were still in effect; and

     B. payment by the Ceding  Company to the  Reinsurer  of a Terminal  Reserve
equal to the Modified  Coinsurance  Reserve on the annuities reinsured hereunder
as of the terminal  accounting  date; 

     C.  payment by the  Reinsurer to the Ceding  Company of a Terminal  Reserve
Adjustment equal to the Modified  Coinsurance Reserve on the annuities reinsured
hereunder as of the terminal accounting date; If the calculation of the Terminal
Accounting and Settlement  produces an amount owing to the Ceding Company,  such
amount will be paid by the Reinsurer to the Ceding  Company.

     If the  calculation of the Terminal  Accounting and Settlement  produces an
amount owing to the Reinsurer, such amount will be paid by the Ceding Company to
the Reinsurer.

     4. Supplementary  Accounting and Settlement.  In the event that, subsequent
to the Terminal  Accounting and  Settlement as provided  above, a change is made
with  respect to any amounts  due, a  supplementary  accounting  will take place
pursuant to Paragraph 3 above.  Any amount owed to the Ceding  Company or to the
Reinsurer by reason of such supplementary  accounting will be paid promptly upon
the completion thereof.


<PAGE>


                                    ARTICLE X
                                   ARBITRATION

     1. General. All disputes and differences between the Ceding Company and the
Reinsurer  on  which  an  agreement   cannot  be  reached  will  be  decided  by
arbitration. The arbitrators will construe this Agreement from the standpoint of
practical business and equitable principles and the customs and practices of the
insurance and  reinsurance  business,  rather than from the standpoint of strict
law. The parties  intend that the  arbitrators  will make their  decision with a
view to effecting the intent of this Agreement.

     2. Method.  Three  arbitrators  will decide any  differences.  They must be
impartial and present or former officers of life insurance  companies other than
the parties to this  Agreement  or any  company  owned by, or  affiliated  with,
either party. One of the arbitrators will be appointed by the Reinsurer, another
by the Ceding Company, and the two arbitrators thus selected will select a third
arbitrator  before  arbitration  begins.  Should one of the  parties  decline to
select an arbitrator within thirty (30) days after the date of a written request
to do so, or should the two  arbitrators  selected by the parties not be able to
agree  upon  the  choice  of a  third,  the  appointment(s)  will be left to the
President of the New York chapter of the American Arbitration Association or its
successor. The arbitrators will decide by a majority of votes and their decision
will be final and binding upon the parties. The costs of arbitration,  including
the fees of the  arbitrators,  will be shared  equally by the parties unless the
arbitrators  decide  otherwise.  Any  counsel  fees  incurred  by a party in the
conduct of arbitration will be paid by the party incurring the fees.

     3. Arbitration Site. In event of arbitration, the arbitration hearing shall
take place in New York,  New York unless agreed to in writing by both the Ceding
Company and the Reinsurer.


<PAGE>


                                   ARTICLE XI
                                   INSOLVENCY

Insolvency.  In the event of the Ceding Company's  insolvency,  any payments due
the Ceding  Company from the Reinsurer  pursuant to the terms of this  Agreement
will be made  directly  to the Ceding  Company or its  conservator,  liquidator,
receiver  or  statutory  successor.  The  reinsurance  will  be  payable  by the
Reinsurer  on the  basis  of the  liability  of the  Ceding  Company  under  the
annuities  reinsured without  diminution because of the insolvency of the Ceding
Company.  The conservator,  liquidator,  receiver or statutory  successor of the
Ceding Company will give the Reinsurer written notice of the pendency of a claim
against the Ceding  Company on any annuity  reinsured  within a reasonable  time
after such claim is filed in the insolvency  proceeding.  During the pendency of
any such claim,  the Reinsurer may  investigate  such claim and interpose in the
Ceding  Company's  name (or in the  name of the  Ceding  Company's  conservator,
liquidator, receiver or statutory successor), in the proceeding where such claim
is to be  adjudicated,  any defense or  defenses  which the  Reinsurer  may deem
available  to the Ceding  Company or its  conservator,  liquidator,  receiver or
statutory  successor.  The  expense  thus  incurred  by the  Reinsurer  will  be
chargeable,  subject to court approval,  against the Ceding Company as a part of
the expense of liquidation to the extent of a proportionate share of the benefit
which  may  accrue to the  Ceding  Company  solely  as a result  of the  defense
undertaken by the Reinsurer.

In the event of the Reinsurer's insolvency,  this treaty will terminate, and the
terminal  accounting  and  settlement  described  in Article IX will occur.  Any
payments due the Reinsurer from the Ceding Company pursuant to the terms of this
Agreement will be made directly to the Reinsurer or its conservator, liquidator,
receiver or statutory successor. Any amounts owed by the Reinsurer to the Ceding
Company will be payable  without  diminution  because of the  insolvency  of the
Reinsurer.


<PAGE>


                                   ARTICLE XII
                          EXECUTION AND EFFECTIVE DATE

In witness of the above,  this  Agreement  is executed in duplicate on the dates
indicated below with an Effective Date of January 1, 1995.

AMERICAN SKANDIA LIFE                                   PAINEWEBBER
ASSURANCE CORPORATION                                   LIFE INSURANCE COMPANY
("Ceding Company")                                      ("Reinsurer")

on October 17, 1995                               on October 9, 1995

   By:  /s/ G. Boronow                               By:  /s/ Richard J. Tucker

Title:  President                                 Title:  Senior Vice President


   By:/s/ Thomas M. Mazzaferro                  By:  Gerianne Jasinkiewicz Silva
Title:  Senior Vice President        Title: Vice President & Assistant Secretary


<PAGE>


                                   SCHEDULE A
                          ANNUITIES AND RISKS REINSURED

Annuities and Risks  Reinsured.  The amount of reinsurance  under this Agreement
will be a  percent  quota  share,  shown  below,  of the  Ceding  Company's  net
liability,  with respect to the Variable  Separate  Account,  on those  variable
annuities and the corresponding  state and group variations thereof listed below
that are  issued by the Ceding  Company on or after  January 1, 1995 and sold by
the PaineWebber  Affiliates listed below. Policies sold in the state of New York
are excluded.

Variable Annuity Issue Dates                       Quota Share Percentage
- ----------------------------                       ----------------------
January 1, 1995 to December 31, 1995                       50%
January 1, 1996 and later                                  35%

                                                      Coutrywide
Variable Annuity Plan                                 Policy Form Number
ASAP2                                              AXASAP2/CRT (12/94)-01 et.al.

PaineWebber Affiliates                                Tax ID Number
- ----------------------                                -------------
PWJC Agency, Inc.                                     51-0120742
PWJC Sales Agency                                     13-2769203
PWJC Insurance Agency Massachusetts                   04-2535723
PWJC Insurance Sales Arizona                          13-3103027
PWJC Agency Illinois                                  13-3117185
PWJC Insurance Agency Oklahoma                        73-1065402
PWJC Insurance Sales Wyoming                          63-0242350
PWJC Insurance Sales Montana, Inc.                    81-0368992
PW Insurance Agency of Ohio                           13-3432079
PW Insurance Agency Arkansas                          13-3432081
PWJC Insurance Agency Texas                           74-1976248
Rotan Mosle Insurance Agency, Inc                     74-181-3848


"Net liability," as used in this Agreement, means the Ceding Company's liability
on the annuities reinsured hereunder,  less amounts held on account of the death
benefit payments in excess of cash surrender values.


<PAGE>


                                   SCHEDULE B
                   MONTHLY REPORT OF ACTIVITY AND SETTLEMENTS
                        FROM CEDING COMPANY TO REINSURER
                       Accounting Period: ________________
                       Calendar Year: ____________________
                       Date Report Completed: ____________


1.       Reinsurance Premiums (Article II)                             ________

2.       Benefit Payments (Article IV)
         a.       Claims                                               ________
                                                                       
         b.       Cash Surrender Values                                ________
                                                                       
         c.       Partial Withdrawals                                  ________
                                                                       
         d.       Annuity Benefits                                     ________
                                                                       
         Benefit Payments = a + b + c + d                              ________
                                                               

3.       Modified Coinsurance Reserve Adjustment (Article V)
         a.       Modified Coinsurance Reserve end of
                  current Accounting Period                            ________
                                                                
         b.       Quota share of transfers from fixed account to Separate
                  Account during the current Accounting Period         ________
         c.       Quota share of transfers from Variable Separate Account
                    to fixed
                  account during the current Accounting Period         ________
         d.       Modified Coinsurance Reserve end of
                  preceding Accounting Period                          ________
         e.       Equals a - b + c - d                                 ________
                                                                  
         f.       Modified Coinsurance Reserve Investment
                  Credit (Schedule C)                                  ________
                                                                  
         Modified Coinsurance Reserve Adjustment = e - f               ________
                                                                  

4.       Allowance for Commissions and Expenses (Article III)          ________
                                                                    

5.       Adjustment for Transfers Involving the Fixed Account (Article VI)
         a.       Adjustment for transfers out of the Fixed Account    ________
                                                                     
         b.       Adjustment for transfers into the Fixed Account      ________
                                                                     
         Adjustment for Transfers Involving the Fixed Account
                    = a - b                                            ________
                                                                 

6.       Cash Settlement = 1 - 2 - 3 - 4 - 5                           ________
                                                                       ========



<PAGE>


                 Supplemental Information on Policies Reinsured
<TABLE>
<CAPTION>

                            Total       Separate
                            Number       Account      Separate                  Premium received during
                              of          Fund        Account                                Period
                           Annuities      Value       Reserve                   qualified    non-qualified

<S>                        <C>          <C>          <C>                        <C>          <C> 
Beginning of Period                                  
                           ---------    ---------    -----
+ New Issues                                         
                           ---------    ---------    -----
- - Terminations                                       
                           ---------    ---------    -----
End of Period                                        
                           =========    =========    =====


Allowance for Commission and Expense (Article III)

a. quota share of premium taxes and guaranty fund assessments incurred on
annuities reinsured hereunder                                                              ________

b. quota share of commissions incurred on annuities reinsured hereunder
                                                                                           ________

c. $ 2.50 x quota share of annuities reinsured hereunder                                   ________

d. Number of annuities reinsured hereunder at the end of the current
Accounting  Period                                                                         ________  

e. $ 150.00 x quota  share of  annuities reinsured hereunder
                                                                                           ________ 

f. Number of annuities reinsured hereunder issued during the current Accounting 
Period
                                                                                           ________ 

g. 0.0036                                                                                  ________

h. Reinsurance Premiums received from non-qualified annuities reinsured
hereunder                                                                                  ________ 

i. .00285                                                                                  ________ 

j. Reinsurance  Premiums received from annuities reinsured hereunder                       ________ 

k. Interest rate from Article III, paragraph 3(v) (c)                                      ________  

l. Difference  between quota share of account value, and Modified Coinsurance 
Reserve at end of the Accounting Period on annuities reinsured hereunder                   ________ 

m. .0001167                                                                                ________ 

n.  Quota  share  of the  account  values  at the end of the Accounting Period
on annuities  reinsured  hereunder                                                         ________ 

o. Commission and Expense Allowance = a+b+(c x d)+(e x f)+(g x h)+(i x j)                  ________
+ (k x l) + m x n)
                                                                                           ========
</TABLE>




<PAGE>


     Data for Calculating Adustment for Transfers Involving the Fixed Account

                               ASAP
                ------------------------------------
                 Transfers to          Transfers
                Fixed Account          from Fixed
   Duration                             Account
===============
                ---------------      ---------------
      1
                ---------------      ---------------
                ---------------      ---------------
      2
                ---------------      ---------------
                ---------------      ---------------
      3
                ---------------      ---------------
                ---------------      ---------------
      4
                ---------------      ---------------
                ---------------      ---------------
      5
                ---------------      ---------------
                ---------------      ---------------
      6
                ---------------      ---------------
                ---------------      ---------------
      7
                ---------------      ---------------
     8 +
                ---------------      ---------------







<PAGE>




                Supplemental Data Provided by the Ceding Company

     A.  Reinsurer's  portion  of M & E  charges  incurred  during  the  current
accounting period on the policies reinsured hereunder.

     B.  Reinsurer's  portion  of  Administrative  Charges  incurred  during the
current accounting period on the policies reinsured hereunder.

     C.  Reinsurer's  portion of Surrender  Charges  incurred during the current
accounting period on the policies reinsured hereunder.

     D.  Reinsurer's  portion  of First  Year  Commissions  incurred  during the
current accounting period on the policies reinsured hereunder.

     E. Reinsurer's  portion of Renewal Commissions and Consulting Fees incurred
during the current accounting period on the policies reinsured hereunder.


<PAGE>


                                   SCHEDULE C
                 MODIFIED COINSURANCE RESERVE INVESTMENT CREDIT

Modified Coinsurance Reserve Investment Credit. The Modified Coinsurance Reserve
Investment  Credit is equal to the portion of the sum of all accrued  investment
income and capital  gains and losses,  realized  and  unrealized,  on the Ceding
Company's  Variable  Separate  Account for the current  Accounting  Period which
corresponds to the portion of the variable annuities reinsured hereunder.

For  ASAP  Annuities  reinsured  hereunder,  the  Modified  Coinsurance  Reserve
Investment  Credit will be adjusted for income taxes or changes in any provision
for taxes,  and investment  management fees or any other fund level charges.  It
will not be reduced for  mortality  and expense risk  charges or  administrative
charges as defined in the annuity contracts.





<PAGE>


                                   SCHEDULE D
                          COMMISSION AND OTHER EXPENSES

Commission as percent of premium payable
         in all policy durations                          7.29%

Consulting fee as percent of account
value payable in all durations:                            .25%

                                              Exhibit 7 (c)

<PAGE>
              VARIABLE ANNUITY GUARANTEED DEATH BENEFIT REINSURANCE

                            Effective January 1, 1995





                                     between





                   American Skandia Life Assurance Corporation
                                  (Shelton, CT)






                                       and




                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                             (Hartford, Connecticut)


<PAGE>



                REINSURANCE AGREEMENT, Effective January 1, 1995


                                     between


                   American Skandia Life Assurance Corporation
                                  (Shelton, CT)



                                       and

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                             (Hartford, Connecticut)


                                      INDEX


                                                           ARTICLE         PAGE

      Access to Records                                        XI            5
      Amounts at Risk                                          II            1
      Arbitration                                             XVI            8
      Automatic Excess Reinsurance                            III            2
      Claims                                                  VII            4
      Currency                                               XIII            6
      DAC Tax Regulation Election                            XVII            9
      Delays, Errors, or Omissions                            XII            6
      Effective Date; Term and Termination                  XVIII           10
      Extra Contractual Obligations                          VIII            4
      Hold Harmless                                           XIV            6
      Insolvency                                               XV            7
      Liability of Connecticut General                         IV            2
      Litigation                                               IX            5
      Notices                                                 XIX           12
      Offset                                                    X            5
      Parties to the Agreement                                  I            1
      Premium Accounting                                       VI            3
      Reinsurance Premiums                                      V            3


                                    SCHEDULES

A. Maximum Limits of Reinsurance in Connecticut General
B. Policy Forms and Funds Subject to this Reinsurance Agreement
C. Limits and Rules of Ceding Company
E. Quarterly Reporting Format



<PAGE>



                       American Skandia CIGNA Reinsurance
                            ASAP II October 24, 1995

                                                       


                              REINSURANCE AGREEMENT
                         (hereinafter called Agreement)

                                     between

                   American Skandia Life Assurance Corporation
                          (hereinafter called Skandia)

                                       and

                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
              (hereinafter called Connecticut General or Reinsurer)


It is agreed by the two companies as follows:


                       ARTICLE I PARTIES TO THE AGREEMENT

This  Agreement  shall be binding  upon and shall inure solely to the benefit of
Skandia and Connecticut General. This Agreement shall not and is not intended to
create  any  right or  interest  in any  third  party  and  shall not and is not
intended to create any legal  relationship  between  either  party and any third
party, including, without limitation, annuitants, insureds, certificate holders,
employees,  dependents,  beneficiaries,  policy owners,  applicants or assignees
under any policy or contract issued by Skandia.


                           ARTICLE II AMOUNTS AT RISK

A.    The  reinsurance  death  benefit is the excess of the  guaranteed  minimum
      death benefit over the annuity account value.  For attained ages below 90,
      the  guaranteed  minimum  death  benefit  is equal to the sum of  purchase
      payments less  withdrawals.  Beginning at attained age 90, the  guaranteed
      minimum death benefit  equals the annuity  account value and the amount at
      risk is zero.

B.    The annuity  account value  represents the owner's  invested assets in the
      sub-accounts  in Schedule B as it appears in the records of Skandia before
      application of any surrender charges, on any given date.




<PAGE>


                    ARTICLE III AUTOMATIC EXCESS REINSURANCE

A.    On and after the Effective Date of this Agreement, subject to the limit of
      Reinsurer's  liability  set  forth  in  Schedule  A and all  other  terms,
      conditions and  limitations  set forth in this Agreement and the Schedules
      attached to and made a part hereof,  Skandia  shall cede and the Reinsurer
      shall  accept  Skandia's  guaranteed  death  benefit  liability  under the
      Variable Annuity Contracts, as described in Article II A.

B.    This  Agreement  covers  only  Skandia's  liability  for claims paid under
      Variable Annuity  Contracts written on forms and investment in funds which
      were approved for use by Skandia's  domiciliary state insurance department
      or,  if  applicable,   the  SEC.  Forms,  as  supplemented  by  additional
      materials,  and sub-accounts approved as of the date of this Agreement are
      listed on Schedule B, attached  hereto and made a part hereof.  If Skandia
      intends to use a new form or fund, or revise an approved form or fund, the
      Reinsurer shall have reinsurance liability under this Agreement only after
      receipt of written notice of such action together with a copy of the form,
      fund or revision, and revised Schedule B.

C.    Skandia shall provide written notice to Connecticut General of any changes
      in  its  published   limits  and  rules  identified  on  Schedule  C,  and
      Connecticut General shall have no liability pursuant to revised limits and
      rules unless and until  Connecticut  General  provides  written  notice to
      Skandia that such revised limits and rules are acceptable.  If Connecticut
      General fails to respond to Skandia's  notification  of revision in limits
      and rules within thirty (30) days, the revised limits and rules are deemed
      to have been accepted by Connecticut General.


                   ARTICLE IV LIABILITY OF CONNECTICUT GENERAL

Connecticut  General's  liability for  reinsurance  under this  Agreement  shall
follow  that of Skandia in every  case,  and be subject in all  respects  to the
general stipulations,  terms, clauses, conditions,  waivers and modifications of
the Variable Annuity Contracts.

In no event shall Connecticut General have any reinsurance  liability unless the
Variable Annuity Contract issued by Skandia is in force and the underwriting and
issuance of coverage by Skandia  constitutes the doing of business in a state of
the  United  States  of  America  in which  Skandia  is  properly  licensed  and
authorized to do business.


<PAGE>


                         ARTICLE V REINSURANCE PREMIUMS



<PAGE>



1.    The  Age  Adjusted  Aggregate   Accumulation  Value  is  the  sum  of  the
      Accumulation Values in all of Skandia's variable annuities subject to this
      Agreement, minus Accumulation Values for contract holders who are Attained
      Age 90 or older. The quarterly average Age Adjusted Aggregate Accumulation
      Value is the sum of the Age Adjusted  Aggregate  Accumulation Value at the
      beginning of the quarter and the end of the quarter, divided by two.


2.    The quarterly premiums for reinsurance subject to the terms and conditions
      of this Agreement  shall be the quarterly  average Age Adjusted  Aggregate
      Accumulation  Value  times  a  quarterly  reinsurance  premium  rate.  The
      reinsurance  premiums are determined  separately  for each fund,  based on
      whether the fund is variable or fixed, as described in Schedule B.

3.    For attained  ages less than 70, the  quarterly  premium rate is 0.6 basis
      points (.00006) for variable funds and 0.2 basis points (.00002) for fixed
      funds.  For attained ages 70 and over,  the quarterly  premium rate is 1.2
      basis points (.00012) for variable funds and 0.4 basis points (.00004) for
      fixed funds.

4.    An  estimate of the  quarterly  premium,  using the  current Age  Adjusted
      Aggregate  Accumulation  Value, must be remitted to Connecticut General in
      advance for the current  quarter,  at the time of settlement for the prior
      quarter.

5.    The reinsurance  premiums shall be based on the annuitant's age at the end
      of each  quarter.  If the  contract  is  jointly  owned,  the  reinsurance
      premiums shall be based on the age of the older annuitant. If the owner of
      the annuity is not the annuitant, the reinsurance premium will be based on
      the age of the older of the annuitant and owner.  Skandia shall  determine
      the  annuitant's  age at the time it prepares the  Quarterly  Detail Page,
      Fund-Based exhibit, as set forth in Schedule E, attached hereto.

                          ARTICLE VI PREMIUM ACCOUNTING

Skandia shall forward to Connecticut  General within thirty (30) days of the end
of the  reporting  period a  quarterly  statement  as set forth in  Schedule  E.
Skandia  shall also remit any  premium due for the prior  quarter  along with an
advance minimum premium for the current quarter, in accordance with Article V.


<PAGE>



                               ARTICLE VII CLAIMS


A.    Skandia  is  solely  responsible  for  payment  of its  claims  under  the
      Underlying Annuity Contracts,  policies,  master contracts or certificates
      identified on Schedule B. Skandia shall provide  Connecticut  General with
      proof of claim,  proof of claim payment and any other claim  documentation
      requested by Connecticut General.  Payment of reinsurance shall be made by
      Connecticut  General  in one sum  regardless  of the  method of payment by
      Skandia and within  thirty (30)  calendar  days  following  receipt of the
      quarterly reinsurance statement, as set forth in Schedule E.

B.    Skandia  shall notify  Connecticut  General of its  intentions  to
      contest,  compromise,  or litigate a claim involving reinsurance.


                   ARTICLE VIII EXTRA CONTRACTUAL OBLIGATIONS

A.    In no event  shall  Connecticut  General  be liable  for  extracontractual
      damages   (whether  they  constitute   Compensatory   damages,   Statutory
      penalties,  Exemplary  or  Punitive  damages)  which are  awarded  against
      Skandia as a result of an act, omission or course of conduct by Skandia in
      connection with policies  subject to this Agreement,  unless the Reinsurer
      shall have received  notice of and concurred with the actions taken or not
      taken by Skandia which led to its  liability,  in which case the Reinsurer
      shall pay its share of such liability.  For this purpose,  the Reinsurer's
      share shall be  proprotionate  with its risk under the business  reinsured
      hereunder.

B.    The following definitions shall apply:

      (1)   Punitive damages and Exemplary  damages are those damages awarded as
            a penalty, the amount of which is not governed nor fixed by statute.

      (2)   Statutory penalties are those amounts which are awarded as a
            penalty but fixed in amount by statute.

      (3)   Compensatory damages are those amounts awarded to compensate for the
            actual damages  sustained and are not awarded as a penalty nor fixed
            in amount by statute.


<PAGE>


                              ARTICLE IX LITIGATION

A.    In the event of any action  brought  against  Skandia under any Underlying
      Annuity  Contract  that is  subject  to the terms and  conditions  of this
      Agreement,  Skandia shall provide a copy of such action and written notice
      of such action within two (2) business  days to  Connecticut  General.  If
      Connecticut General is a party to action brought against Skandia,  Skandia
      shall  seek  agreement  by  Connecticut   General  on  the  selection  and
      appointment of local counsel to represent Skandia in such action.
B.    Skandia and  Connecticut  General  agree that all  litigation  costs, 
      excluding the salaries of employees of Skandia and Connecticut General,
      shall be borne by Skandia.


                                ARTICLE X OFFSET

Either party shall have, and may exercise at any time and from time to time, the
right to offset  any  balance or amounts  whether on account of  premiums  or on
account of losses or otherwise,  due from one party to the other under the terms
of this Agreement. However, in the event of insolvency of Skandia subject to the
provisions of Article XV,  offset shall only be allowed in  accordance  with the
statutes  and/or   regulations  of  the  state  having   jurisdiction  over  the
insolvency.


                          ARTICLE XI ACCESS TO RECORDS

The Reinsurer, or its duly authorized representative,  shall have access (during
normal  business  hours  upon  reasonable  notice)  to all  records  of  Skandia
(including  the right to photocopy  documents)  which pertain in any way to this
reinsurance.  The  right  of  access  shall  survive  the  termination  of  this
Agreement.


<PAGE>


                     ARTICLE XII DELAYS, ERRORS OR OMISSIONS

No  accidental  delay,  errors or omissions on the part of Skandia shall relieve
Connecticut  General of liability  provided such delay,  errors or omissions are
rectified as soon as possible  after  discovery.  However,  Connecticut  General
shall  not be  liable  with  respect  to any  reinsurance  which  may have  been
inadvertently  included in the premium  computation  but which ought not to have
been  included by reason of the terms and  conditions of this  Agreement.  It is
expressly understood and agreed that if failure to comply with any terms of this
Agreement is hereby shown to be unintentional or the result of  misunderstanding
or oversight on the part of either party,  both parties shall be restored to the
position  they would have  occupied  had no such  error or  oversight  occurred,
subject always to the correction of the error or oversight.


                              ARTICLE XIII CURRENCY

All retentions  and limits  hereunder are expressed in United States dollars and
all premium and loss payments shall be made in United States  currency.  For the
purposes of this Agreement,  amounts paid or received by Connecticut  General in
any other currency shall be converted into United States dollars at the rates of
exchange on the date such  transactions  are entered on the books of Connecticut
General.


                            ARTICLE XIV HOLD HARMLESS

A.    Connecticut General shall indemnify and hold Skandia harmless from any and
      all liability, loss, damage, fines, punitive damages, penalties and costs,
      including  expenses and attorney's fees, which results from any negligence
      or willful misconduct of Connecticut  General in fulfilling its duties and
      obligations  under this  Agreement or which  results from any action which
      exceeds its authority under this Agreement.

B.    Skandia shall indemnify and hold Connecticut General harmless from any and
      all liability, loss, damage, fines, punitive damages, penalties and costs,
      including  expenses and attorney's fees, which results from any negligence
      or willful  misconduct of Skandia in fulfilling its duties and obligations
      under this  Agreement or which  results from any action which  exceeds its
      authority under this Agreement.


<PAGE>


                              ARTICLE XV INSOLVENCY

In the event of  insolvency of Skandia,  the  reinsurance  under this  Agreement
shall  be  payable  directly  by  Connecticut  General  to  Skandia  or  to  its
liquidator,  receiver,  conservator  or  statutory  successor  on the  basis  of
Connecticut  General's  liability to Skandia without  diminution  because of the
insolvency  of Skandia or  because  the  liquidator,  receiver,  conservator  or
statutory  successor of Skandia has failed to pay all or a portion of any claim.
It is agreed, however, that the liquidator,  receiver,  conservator or statutory
successor of Skandia shall give prompt written notice to Connecticut  General of
the pendency of a claim  against  Skandia  within a  reasonable  time after such
claim is filed in the  receivership,  conservation,  insolvency  or  liquidation
proceeding and that during the pendency of such claim,  Connecticut  General may
investigate  such claim and  interpose,  at its own expense,  in the  proceeding
where such claim is to be adjudicated,  any defense or defenses that it may deem
available  to Skandia or its  liquidator,  receiver,  conservator  or  statutory
successor. The expense thus incurred by Connecticut General shall be chargeable,
subject to the approval of the Court,  against Skandia as part of the expense of
conservation  or  liquidation  to the extent of a pro-rata  share of the benefit
which may  accrue to Skandia  solely as a result of the  defense  undertaken  by
Connecticut General.

Where two or more  reinsurers  are  involved in the same claim and a majority in
interest  elect  to  interpose  defense  to such  claim,  the  expense  shall be
apportioned  in  accordance  with the terms of this  Agreement  as  though  such
expense had been incurred by Skandia.


<PAGE>


                             ARTICLE XVI ARBITRATION

     A. As a condition  precedent to any right of action hereunder,  any dispute
between the parties with respect to the  interpretation of this Agreement or any
right,  obligation  or liability of either  party,  whether such dispute  arises
before or after termination of this Agreement, shall be submitted to arbitration
upon the written request of either party.  Each party shall select an arbitrator
within thirty (30) days of the written request for arbitration.  If either party
refuses or  neglects  to appoint an  arbitrator  within  thirty (30) days of the
written  request  for  arbitration,  the other  party  may  appoint  the  second
arbitrator.  The two arbitrators  shall select an umpire within thirty (30) days
of the  appointment of the second  arbitrator.  If the two  arbitrators  fail to
agree on the selection of the umpire within thirty (30) days of the  appointment
of the second  arbitrator,  each arbitrator  shall submit to the other a list of
three umpire  candidates,  each  arbitrator  shall select one name from the list
submitted  by the  other and the  umpire  shall be  selected  from the two names
chosen by a lot drawing procedure to be agreed upon by the arbitrators.

     B.  The  arbitrators  and the  umpire  all  shall  be  active  or  retired,
disinterested   executive   officers  of  life  insurance  or  life  reinsurance
companies.

     C. The  arbitration  panel shall  interpret  this Agreement as an honorable
engagement  rather than merely as a legal obligation and shall make its decision
considering the custom and practice of the applicable  insurance and reinsurance
business.  The arbitration panel is released from judicial formalities and shall
not be bound by strict rules of procedure and evidence.

     D. The decision of the arbitration panel shall be final and binding on both
parties. The arbitration panel may, at its discretion,  award costs and expenses
as it deems  appropriate,  including,  but not limited to,  attorneys'  fees and
interest.  Judgment  may be entered upon the final  decision of the  arbitration
panel in any court of competent jurisdiction.

     E. All meetings and hearings before the arbitration  panel shall take place
in  Hartford,  Connecticut  unless some other place is mutually  agreed upon the
parties.

     F. Each  party  shall  bear the  expense  of its own  arbitrator  and shall
jointly and equally  bear with the other party the expenses of the umpire and of
the arbitration.


<PAGE>


                    ARTICLE XVII DAC TAX REGULATION ELECTION

Connecticut  General and Skandia  hereby  agree to make an election  pursuant to
Internal Revenue Code Regulation Section  1.848-2(g)(8).  This election shall be
effective for all taxable years for which the Reinsurance  Agreement  remains in
effect.

The terms used in this article are defined by reference  to  Regulation  Section
1.848-2 promulgated on December 28, 1992.

Connecticut  General  and  Skandia  agree  that the  entity  with  net  positive
consideration  for  the  reinsurance   agreement  for  each  taxable  year  will
capitalize specified policy acquisition expenses with respect to the reinsurance
agreement  without  regard  to the  general  deductions  limitation  of  Section
848(c)(1) of the Internal Revenue Code of 1986, as amended.

Connecticut General and Skandia agree to exchange information  pertaining to the
amount of net consideration under the reinsurance  agreement each year to ensure
consistency.  To achieve this, Skandia shall provide  Connecticut General with a
schedule  of its  calculation  of the  net  consideration  for  all  reinsurance
agreements in force between them for a taxable year by no later than April 30 of
the succeeding  year.  Connecticut  General shall advise Skandia if it disagrees
with the amounts provided by no later than May 31, otherwise the amounts will be
presumed  correct and shall be reported by both parties in their  respective tax
returns for such tax year. If Connecticut General contests Skandia's calculation
of the net consideration,  the Parties agree to act in good faith to resolve any
differences within thirty (30) days of the date Connecticut  General submits its
alternative  calculation and report the amounts agreed upon in their  respective
tax returns for such tax year.

Connecticut  General represents and warrants that it is subject to U.S. taxation
under  either  Subchapter  L or  Subpart  F of Part III of  Subchapter  N of the
Internal Revenue Code of 1986, as amended.


<PAGE>


               ARTICLE XVIII EFFECTIVE DATE; TERM AND TERMINATION

A.    The effective  date of this  Agreement is January 1, 1995.  This Agreement
      remains effective for all business written by Skandia through December 31,
      1999, unless terminated pursuant to the paragraphs listed below:

B.    Once each  calendar  year,  Skandia  shall  have the  option to  recapture
      existing contracts  beginning with the twentieth (20) anniversary of their
      reinsurance hereunder.  Recapture must be made on an issue year basis, and
      no contracts  can be recaptured  unless all  contracts  with earlier issue
      years are recaptured.

C.    Connecticut  General  shall  have the option of not  accepting  additional
      contracts  under this Agreement at any time,  upon delivery of thirty (30)
      calendar  days written  notice to Skandia,  within thirty (30) days of the
      happening of any of the following events:

      (1)     Skandia's A. M. Best rating is reduced to a "C" or lower.

      (2)     Skandia is placed upon a "watch list" by its domiciliary state's
              insurance regulators;

      (3)     An  order  appointing  a  receiver,  conservator  or  trustee  for
              management  of Skandia is entered or a proceeding is commenced for
              rehabilitation,   liquidation,   supervision  or  conservation  of
              Skandia;

      (4)     Skandia is merged,  purchased or there is any other change 
              (in whole or in part) in the  ownership of Skandia;

      (5)     Skandia  withdraws  from  or  substantially   reduces  the  active
              marketing of policy forms identified in Schedule B.

      (6)   The  Securities and Exchange  Commission  issues a stop order on the
            registered  product,   offered  through  Skandia,  covered  by  this
            Agreement.

      (7)   Failure by Skandia to pay premium in accordance  with Article V. If,
            during the thirty (30) days notice  period,  Reinsurer  receives all
            premiums in arrears and all premiums which may become due within the
            thirty (30) days notice period,  the notice of termination  shall be
            deemed withdrawn.  In the event of termination under this paragraph,
            this  Agreement  may be  reinstated  upon  the  written  consent  of
            Reinsurer  if, at any time  within  sixty (60) days of  termination,
            Skandia pays and Reinsurer  receives all premiums due and payable up
            to the date of  reinstatement.  In the event  Reinsurer  consents to
            reinstatement,  it  shall  have no  liability  for  claims  incurred
            between the date of termination and the date of reinstatement.

D.    Skandia  may  terminate  this  Agreement  upon  thirty  (30) days 
      written  notice in the event of any of the following:

      (1)     Connecticut General's A. M. Best rating is reduced to a "C" or
              lower.

      (2)     Connecticut General is placed upon a "watch list" by its
              domiciliary states's insurance regulators;

      (3)     An  order  appointing  a  receiver,  conservator  or  trustee  for
              management  of Skandia is entered or a proceeding is commenced for
              rehabilitation,   liquidation,   supervision  or  conservation  of
              Connecticut General;

      (4)     Connecticut General is merged, purchased or there is any other
              change in its ownership;

E.    If this Agreement is terminated, Connecticut General shall be relieved
      of all liability to Skandia:

      (1)   for claims incurred following the termination date of this Agreement
            under such Underlying Annuity Contracts issued by Skandia, and

      (2)   for claims incurred prior to the termination date of this Agreement,
            but proof of claim  approved by Skandia  and proof of claim  payment
            made by Skandia is not provided to Connecticut General within twelve
            (12)  calendar  months  following  the  end of the  month  in  which
            termination of the Agreement is effective.

F.    Connecticut  General shall  continue to be entitled to all offset  credits
      provided by Article X for the entire amount of premiums due and payable by
      Skandia up to the effective date of termination.

G.    Neither Skandia nor Connecticut  General shall have the right to assign or
      transfer any portion of their  rights,  duties and  obligations  under the
      terms and conditions of this Agreement  without the prior written approval
      of the other party.


<PAGE>


                               ARTICLE XIX NOTICES

All  notices  required  to be given  hereunder  shall be in writing and shall be
deemed delivered if personally delivered,  sent via facsimile,  or dispatched by
certified  or  registered  mail,  return  receipt  requested,  postage  prepaid,
addressed to the parties as follows:

                        Gordon Boronow, FSA
                        President & Chief Operating Officer
                        American Skandia Life Assurance Corporation
                        One Corporate Drive
                        P.O. Box 883
                        Shelton, CT  06484-0853
                        Phone No. (203) 925-3834         Fax No. (203) 929-8071

                        Timothy J. Ruark, FSA
                        Assistant Vice President & Actuary
                        CIGNA Reinsurance, R26
                        900 Cottage Grove Road
                        Hartford, CT  06152-4026
                        Phone No. (203) 726-4053         Fax No. (203) 726-3153

Notice shall be deemed given on the date it is deposited in the mail or sent via
facsimile in accordance with the foregoing.  Any party may change the address to
which to send notices by notifying  the other party of such change of address in
writing in accordance with the foregoing.

This Agreement  constitutes the entire contract between the parties and shall be
deemed  to have  been  made  under  and  governed  by the  laws of the  State of
Connecticut.  Any amendment or modification hereto shall be in writing, endorsed
upon or attached hereto and signed by both Skandia and Connecticut General.

In witness  whereof,  the parties hereto have caused this Agreement to be signed
in  duplicate on the dates  indicated  to be effective as of the date  specified
above.

                   American Skandia Life Insurance Corporation

Date: Dec 12, 1995            By:  /s/ G. Boronow


                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY

Date:Jan 12, 1996             By:  /s/ Timothy J. Ruard


<PAGE>


                                   SCHEDULE A


                       American Skandia CIGNA Reinsurance
                            ASAP II October 24, 1995

                                   SCHEDULE A

Maximum Automatic Reinsurance Limit in Connecticut General


The maximum purchase amount issued on the life of each insured without Reinsurer
notification:

                                                    $3,500,000

The  maximum  purchase  amount  is the  sum of all  premium  contributions  less
withdrawals  in the  contract.  For  purchase  amounts in excess of the maximum,
Connecticut  General requires  notification prior to reinsurance  coverage under
this Agreement.


<PAGE>










                                   SCHEDULE B


American Skandia CIGNA Reinsurance
ASAP II October 24, 1995

                                   SCHEDULE B

Contracts and Funds Subject to this Reinsurance Agreement
<TABLE>
<CAPTION>


<S>                                            <C>                                                  <C>    
Form Number                                    Policy Description                                   Date

AXASAPII/CRT (12/94)-01 et al                  American Skandia Advisors Plan II                    5/1/95

Fund Date                                      Fund Description

9/20/88                                        AA Small Capitalization
6/23/89                                        AA Growth
5/3/93                                         AA Midcap Growth
5/7/92                                         LA Growth and Income
11/5/92                                        Jancap Growth
11/9/92                                        AST Money Market
5/3/93                                         Fed Utility Inc
5/3/93                                         AST Phoenix Balanced Asset
1/3/94                                         T. Rowe Price Asset Allocation
1/3/94                                         PIMCO Total Return Bond
1/4/95                                         Fed High Yield
1/5/94                                         Founders Capital Appreciation
1/3/94                                         T. Rowe Price International Equity
10/19/94                                       Berger Capital Growth
5/1/95                                         PIMCO Limited Maturity Bond
5/1/95                                         T. Rowe Price Natural Resources
1/3/94                                         INVESCO Equity Income
5/17/89                                        Seligman Henderson International Equity
5/2/94                                         AST Scudder International Bond
5/1/95                                         Seligman Henderson International Small Cap
5/2/95                                         NB Partners
</TABLE>

Fixed Sub Accounts

Guarantee Period 001
Guarantee Period 002
Guarantee Period 003
Guarantee Period 005
Guarantee Period 007
Guarantee Period 010


<PAGE>
                                   SCHEDULE C


                       American Skandia CIGNA Reinsurance
                            ASAP II October 24, 1995

                                   SCHEDULE C

                           Limits and Rules of Skandia

1.    Skandia will  determine  the  Guaranteed  Minimum  Death  Benefit for each
      deceased within seven (7) working days of written notice of death.

2.    Company  approval  is needed for any  purchase  payment  that would 
      result in the  Account  Value  exceeding $500,000.

3.    The  minimum  initial  purchase  payment,  other than for bank  draft,  is
      $10,000 for non-qualified plans and $2,000 for qualified plans.



                                   SCHEDULE E


                       American Skandia CIGNA Reinsurance
                            ASAP II October 24, 1995

                                   SCHEDULE E

                           Quarterly Reporting Format

1.      Following the end of each calendar  quarter,  the Quarterly Detail Page,
        Fund-Based  exhibit  (attached) must be prepared for each Qualified plan
        and Non-Qualified plan separately.

                                

2.      The  tabulation  should be on an Adjusted  Basis,  which  requires  
        omission of annuity  account values for attained ages of 90 and older.


                                               
(212) 408-6900



                                                                  April 26, 1996

American Skandia Life
  Assurance Corporation
One Corporate Drive
Shelton, Connecticut  06484

Re: Post-effective Amendment No. 3 to Form N-4 filed by American Skandia
    Life Assurance Corporation, Depositor, and American Skandia Life
    Assurance Corporation Variable Account B (Class 1 Sub-Accounts),
    Registrant
    Registration No.:  33-87010
    Investment Company No.:  811-5438
    Our File No.  74877-00101

Dear Mesdames and Messrs.:

                  You have requested us, as general counsel to American  Skandia
Life  Assurance  Corporation  ("American  Skandia"),  to  furnish  you with this
opinion  in  connection  with the  above-referenced  registration  statement  by
American Skandia, as Depositor,  and American Skandia Life Assurance Corporation
Variable Account B (Class 1 Sub-Accounts)  ("American Skandia Variable Account B
Class 1  Sub-Accounts"),  as  Registrant,  under the  Securities Act of 1933, as
amended,  and the  Investment  Company  Act of 1940,  as  amended,  Registration
Statement No. 33-87010,  Investment Company Act No. 811-5438, (the "Registration
Statement") of a certain Variable Annuity Contract (the "Contract") that will be
issued by American  Skandia through American Skandia Variable Account B (Class 1
Sub-Accounts).  We  understand  that the  above  registration  is a  combination
registration  with  Pre-effective  Amendment  No.1 on Form S-1 filed by American
Skandia Life Assurance Corporation, Registrant, Registration No.: 333-00941.

                  We have made such examination of the statutes and authorities,
corporate  records of American  Skandia,  and other documents as in our judgment
are necessary to form a basis for opinions hereinafter expressed.

                  In our  examination,  we have assumed the  genuineness  of all
signatures on, and authenticity of, and the conformity to original  documents of
all copies  submitted  to us. As to various  questions  of fact  material to our
opinion,  we have relied  upon  statements  and  certificates  of  officers  and
representatives of American Skandia and others.

                  Based upon the foregoing, we are of the opinion that:

     1. American Skandia is a validly existing corporation under the laws of the
State of Connecticut.

                  2.       American   Skandia   Variable   Account  B  (Class  1
                           Sub-Accounts)  is  validly  existing  as  a  separate
                           account   pursuant  to  the  laws  of  the  State  of
                           Connecticut.

                  3.       The form of the Contract has been duly  authorized by
                           American  Skandia,  and has  been or will be filed in
                           states  where it is eligible for  approval,  and upon
                           issuance  in   accordance   with  the  laws  of  such
                           jurisdictions,  and with the terms of the  Prospectus
                           and the Statement of Additional  Information included
                           as part of the Registration Statement,  will be valid
                           and binding upon American Skandia.



                  We   represent   that  the   above-referenced   Post-effective
Amendment No. 3 to the Registration Statement does not contain disclosures which
would render it ineligible to become effective pursuant to paragraph (b) of Rule
485.

                  We hereby  consent to the use of this opinion as an exhibit to
the  above-referenced  Registration  Statement  of American  Skandia on Form N-4
under the Securities Act of 1933, as amended,  and the Investment Company Act of
1940,  as amended,  and to the  reference  to our name under the heading  "Legal
Experts" included in the Registration Statement.

                                                               Very truly yours,



                                                             /s/Werner & Kennedy



                                                                      Exhibit 10

INDEPENDENT AUDITORS' CONSENT

     We  consent  to  the  use  in  this  Post-effective   Amendment  No.  3  to
Registration   Statement  No.  33-87010  of  American   Skandia  Life  Assurance
Corporation  Variable Account B (Class 1 Sub-Accounts) on Form N-4 of our report
dated March 14, 1996 relating to American  Skandia Life  Assurance  Corporation,
our report dated  February 14, 1996 relating to American  Skandia Life Assurance
Corporation  Variable B - Class 1 and to the  references to us under the heading
"Independent  Auditors"  appearing in the  Statement of  Additional  Information
which is a part of such  Registration  Statement and 'Selected  Financial  Data"
appearing in the Prospectus which is also a part of such Registration Statement.



/s/ DELOITTE & TOUCHE LLP
New York, New York
April 25 , 1996                                              

<TABLE> <S> <C>

<ARTICLE>                                   6
<MULTIPLIER>                                     1
<CURRENCY>                          U.S. Dollars
       
<S>                                     <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       DEC-31-1995
<PERIOD-START>                          JAN-31-1995
<PERIOD-END>                            DEC-31-1995
<EXCHANGE-RATE>                                   1
<INVESTMENTS-AT-COST>                 3,307,703,903
<INVESTMENTS-AT-VALUE>                3,875,205,663
<RECEIVABLES>                           284,256,339
<ASSETS-OTHER>                                    0
<OTHER-ITEMS-ASSETS>                              0
<TOTAL-ASSETS>                        4,159,462,002
<PAYABLE-FOR-SECURITIES>                284,257,071
<SENIOR-LONG-TERM-DEBT>                           0
<OTHER-ITEMS-LIABILITIES>                         0
<TOTAL-LIABILITIES>                     284,257,071
<SENIOR-EQUITY>                                   0
<PAID-IN-CAPITAL-COMMON>                          0
<SHARES-COMMON-STOCK>                             0
<SHARES-COMMON-PRIOR>                             0
<ACCUMULATED-NII-CURRENT>                         0
<OVERDISTRIBUTION-NII>                            0
<ACCUMULATED-NET-GAINS>                           0
<OVERDISTRIBUTION-GAINS>                          0
<ACCUM-APPREC-OR-DEPREC>                          0
<NET-ASSETS>                          3,875,204,931
<DIVIDEND-INCOME>                        46,122,988
<INTEREST-INCOME>                                 0
<OTHER-INCOME>                                    0
<EXPENSES-NET>                          (43,442,537)
<NET-INVESTMENT-INCOME>                   2,680,451
<REALIZED-GAINS-CURRENT>                184,349,162
<APPREC-INCREASE-CURRENT>               383,090,086
<NET-CHANGE-FROM-OPS>                   570,119,699
<EQUALIZATION>                                    0
<DISTRIBUTIONS-OF-INCOME>                         0
<DISTRIBUTIONS-OF-GAINS>                          0
<DISTRIBUTIONS-OTHER>                             0
<NUMBER-OF-SHARES-SOLD>                           0
<NUMBER-OF-SHARES-REDEEMED>                       0
<SHARES-REINVESTED>                               0
<NET-CHANGE-IN-ASSETS>                1,612,135,163
<ACCUMULATED-NII-PRIOR>                           0
<ACCUMULATED-GAINS-PRIOR>                         0
<OVERDISTRIB-NII-PRIOR>                           0
<OVERDIST-NET-GAINS-PRIOR>                        0
<GROSS-ADVISORY-FEES>                             0
<INTEREST-EXPENSE>                                0
<GROSS-EXPENSE>                                   0
<AVERAGE-NET-ASSETS>                              0
<PER-SHARE-NAV-BEGIN>                             0
<PER-SHARE-NII>                                   0
<PER-SHARE-GAIN-APPREC>                           0
<PER-SHARE-DIVIDEND>                              0
<PER-SHARE-DISTRIBUTIONS>                         0
<RETURNS-OF-CAPITAL>                              0
<PER-SHARE-NAV-END>                               0
<EXPENSE-RATIO>                                   0
<AVG-DEBT-OUTSTANDING>                            0
<AVG-DEBT-PER-SHARE>                              0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                           7
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   DEC-31-1995
<EXCHANGE-RATE>                                1
<DEBT-HELD-FOR-SALE>                           0
<DEBT-CARRYING-VALUE>                          10,112,705
<DEBT-MARKET-VALUE>                            0
<EQUITIES>                                     1,728,875
<MORTGAGE>                                     0
<REAL-ESTATE>                                  0
<TOTAL-INVEST>                                 27,541,580
<CASH>                                         13,146,384
<RECOVER-REINSURE>                             0
<DEFERRED-ACQUISITION>                         270,222,383
<TOTAL-ASSETS>                                 5,021,012,890 <F1>
<POLICY-LOSSES>                                49,879,508
<UNEARNED-PREMIUMS>                            0
<POLICY-OTHER>                                 0
<POLICY-HOLDER-FUNDS>                          0
<NOTES-PAYABLE>                                103,000,000
                          0
                                    0
<COMMON>                                       2,000,000
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   5,021,012,890 <F2>
                                     0
<INVESTMENT-INCOME>                            1,600,674
<INVESTMENT-GAINS>                             36,774
<OTHER-INCOME>                                 45,107,959
<BENEFITS>                                     6,446,129
<UNDERWRITING-AMORTIZATION>                    35,970,524
<UNDERWRITING-OTHER>                           0
<INCOME-PRETAX>                                (2,170,660)
<INCOME-TAX>                                   397,360
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (2,568,020)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<RESERVE-OPEN>                                 0
<PROVISION-CURRENT>                            0
<PROVISION-PRIOR>                              0
<PAYMENTS-CURRENT>                             0
<PAYMENTS-PRIOR>                               0
<RESERVE-CLOSE>                                0
<CUMULATIVE-DEFICIENCY>                        0
<FN>
     <F1>  Included  in Total  Assets are assets  held in  Separate  Accounts of
$4,699,961,646.
     <F2> Included in Total  Liabilities and Equity are  Liabilities  related to
Separate Acocunts of $4,699,961,646.
</FN>
        

</TABLE>


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