AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS
485BPOS, 1996-04-29
Previous: AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS, 485BPOS, 1996-04-29
Next: PINNACLE BANC GROUP INC, 8-K, 1996-04-29



           Filed with the Securities and Exchange Commission on April 29, 1996


Registration No. 33-47753                   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. 7
                                     and/or
         Registration Statement under The Investment Company Act of 1940
    

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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                               (Name of Depositor)

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

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

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

                                    Copy To:

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

                Approximate Date of Proposed Sale to the Public:

     AS SOON AS PRACTICABLE  FOLLOWING THE EFFECTIVE  DATE OF THIS  REGISTRATION
STATEMENT.

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

   
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 checked,  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>                      <C>                    <C>   
   American Skandia Life Assurance
    Corporation Annuity Contracts   Indefinite*            definite*                --                     $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. 
ACN

     CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)


<TABLE>
<CAPTION>
<S>      <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 Fund

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                                                                                      Cover Page

16.      Table of Contents                                                                        Table of Contents

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

18.      Services                                                                              Independent Auditors

19.      Purchase of Securities Being Offered                                Noted in Prospectus under Breakpoints,
                                                        Exchange Contracts, Bank Drafting and Sale of the Annuities

20.      Underwriters                                                                         Principal Underwriter

                                                              (Continued)

                                             CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

         N-4 Item No.                                                                                   SAI Heading

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                            Directors and Officers of the Depositor

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

27.      Number of Contractowners                                                         Number of Contract owners

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>




                     THE ALLIANCE CAPITAL NAVIGATOR ANNUITY

This Prospectus describes the Alliance Capital Navigator 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 46. 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 initial purchase payments
you direct to any Sub-account are temporarily  allocated to the AVP Money Market
Sub-account  (see  "Allocation  of Net  Purchase  Payments").  You may  transfer
Account  Value  between  investment   options  (see  "Investment   Options"  and
"Transfers"). Account Value may be distributed as periodic annuity payments in a
"payout phase".  Such annuity  payments can be guaranteed for life (see "Annuity
Payments").  During  the  "accumulation  phase"  (the  period  before any payout
phase),  you  may  surrender  the  Annuity  for  its  Surrender  Value  or  make
withdrawals (see  "Distributions").  Such  distributions  may be subject to tax,
including a tax penalty,  and any applicable  contingent  deferred sales charges
(see "Contingent Deferred Sales Charges"). 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 the
Alliance  Variable Products Series Fund, Inc. As of the date of this Prospectus,
the portfolios of the Alliance  Variable Products Series Fund, Inc. in which the
Sub-accounts invest are: (a) U.S.  Government/High  Grade, (b) Total Return, (c)
International,  (d) Short-Term Multi-Market,  (e) Growth and Income, (f) Premier
Growth,  (g) Money Market,  (h) North  American  Government  Income,  (i) Global
Dollar  Government  (j)  Utility  Income,  (k)  Global  Bond,  (l)  Conservative
Investors, (m) Growth Investors, (n) Growth, and (o) Worldwide Privatization.

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

                              (continued on page 2)

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

ACN-PROS-(5/96)

                   FOR FURTHER INFORMATION CALL 1-800-752-6342

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

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

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

   
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.
    





                    (This page has been purposely left blank)


<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.................................................................................................10
EXPENSE EXAMPLES.........................................................................................................11
CONDENSED FINANCIAL INFORMATION..........................................................................................12
   Unit Prices and Numbers of Units......................................................................................12
   Yields on Money Market Sub-account....................................................................................14
INVESTMENT OPTIONS.......................................................................................................14
   Variable Investment Options...........................................................................................14
   Fixed Investment Options..............................................................................................15
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................................16
   Separate Accounts.....................................................................................................16
   Separate Account B....................................................................................................16
   Separate Account D....................................................................................................17
INSURANCE ASPECTS OF THE ANNUITY.........................................................................................18
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY.......................................................................18
   Contingent Deferred Sales Charge......................................................................................18
   Maintenance Fee.......................................................................................................19
   Tax Charges...........................................................................................................19
   Transfer Fee..........................................................................................................19
   Allocation Of Annuity Charges.........................................................................................19
CHARGES ASSESSED AGAINST THE ASSETS......................................................................................19
   Administration Charge.................................................................................................19
   Mortality and Expense Risk Charges....................................................................................20
CHARGES OF THE UNDERLYING MUTUAL FUND....................................................................................20
PURCHASING ANNUITIES.....................................................................................................20
   Uses Of The Annuity...................................................................................................20
   Application And Initial Payment.......................................................................................20
   Breakpoints...........................................................................................................21
   Bank Drafting.........................................................................................................21
   Periodic Purchase Payments............................................................................................22
   Right to Return the Annuity...........................................................................................22
   Allocation of Net Purchase Payments...................................................................................22
   Balanced Investment Program...........................................................................................22
   Ownership, Annuitant and Beneficiary Designations.....................................................................22
ACCOUNT VALUE AND SURRENDER VALUE........................................................................................23
   Account Value in the Sub-accounts.....................................................................................23
   Account Value of the Fixed Allocations................................................................................23
RIGHTS, BENEFITS AND SERVICES............................................................................................24
   Additional Purchase Payments..........................................................................................24
   Changing Revocable Designations.......................................................................................24
   Allocation Rules......................................................................................................24
   Transfers.............................................................................................................25
     Renewals............................................................................................................25
     Dollar Cost Averaging...............................................................................................26
   Rebalancing...........................................................................................................26
   Distributions.........................................................................................................27
     Surrender...........................................................................................................27
     Medically-Related Surrender.........................................................................................27
     Free Withdrawals....................................................................................................27
     Partial Withdrawals.................................................................................................28
     Systematic Withdrawals..............................................................................................28
     Minimum Distributions...............................................................................................28
     Death Benefit.......................................................................................................29
     Annuity Payments....................................................................................................29
     Qualified Plan Withdrawal Limitations...............................................................................31
   Pricing of Transfers and Distributions................................................................................31
   Voting Rights.........................................................................................................32
   Transfers, Assignments or Pledges.....................................................................................32
   Reports to You........................................................................................................32
SALE OF THE ANNUITIES....................................................................................................32
   Distribution..........................................................................................................33
   Advertising...........................................................................................................33
CERTAIN TAX CONSIDERATIONS...............................................................................................33
   Our Tax Considerations................................................................................................34
   Tax Considerations Relating to Your Annuity...........................................................................34
     Non-natural Persons.................................................................................................34
     Natural Persons.....................................................................................................34
     Distributions.......................................................................................................34
     Assignments and Pledges.............................................................................................34
     Penalty on Distributions............................................................................................34
     Annuity Payments....................................................................................................35
     Gifts...............................................................................................................35
     Tax Free Exchanges..................................................................................................35
     Transfers Between Investment Options................................................................................35
     Generation-Skipping Transfers.......................................................................................35
     Diversification.....................................................................................................36
     Federal Income Tax Withholding......................................................................................36
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans...........................................36
     Individual Retirement Programs......................................................................................36
     Tax Sheltered Annuities.............................................................................................36
     Corporate Pension and Profit-sharing Plans..........................................................................36
     H.R. 10 Plans.......................................................................................................36
     Tax Treatment of Distributions from Qualified Annuities.............................................................37
     Section 457 Plans...................................................................................................37
OTHER MATTERS............................................................................................................37
   Deferral of Transactions..............................................................................................37
   Resolving Material Conflicts..........................................................................................37
   Modification..........................................................................................................37
   Misstatement of Age or Sex............................................................................................38
   Ending the Offer......................................................................................................38
   Indemnification.......................................................................................................38
   Legal Proceedings.....................................................................................................38
THE COMPANY....................................................................................                          39
   Lines of Business.....................................................................................................39
   Selected Financial Data...............................................................................................39
   Management's Discussion and Analysis of Financial Condition and Results of Operations.................................41
     Results of Operations...............................................................................................41
     Liquidity and Capital Resources.....................................................................................41
     Segment Information.................................................................................................41
   Reinsurance...........................................................................................................41
   Surplus Notes.........................................................................................................41
   Reserves..............................................................................................................41
   Competition...........................................................................................................41
   Employees.............................................................................................................41
   Regulation............................................................................................................42
   Executive Officers and Directors......................................................................................42
   Executive Compensation................................................................................................44
     Summary Compensation Table..........................................................................................44
     Long-Term Incentive Plans - Awards in the Last Fiscal Year..........................................................45
     Compensation of Directors...........................................................................................46
     Compensation Committee Interlocks and Insider Participation.........................................................46
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................................................46
FINANCIAL STATEMENTS.....................................................................................................46
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.........................................47
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES..............47
</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,  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 for 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.


     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 a portfolio of an
underlying  mutual fund. A short  description of the  investment  objectives and
policies is found in Appendix A. Certain of the variable  investment options may
not be available in all  jurisdictions.  As of the date of this  Prospectus,  we
offer fifteen Sub-accounts. The underlying mutual fund portfolios are managed by
Alliance  Capital  Management  L.P.  The  available  portfolios  of the Alliance
Variable  Products  Series Fund,  Inc. in which the  Sub-accounts  invest are as
follows: (a) U.S.  Government/High Grade Securities Portfolio;  (b) Total Return
Portfolio;  (c) International  Portfolio; (d) Short-Term Multi-Market Portfolio;
(e) Growth and Income Portfolio;  (f) Premier Growth Portfolio; (g) Money Market
Portfolio;  (h) North American  Government Income  Portfolio;  (i) Global Dollar
Government Portfolio;  (j) Utility Income Portfolio;  (k) Global Bond Portfolio;
(l) Conservative Investors Portfolio; (m) Growth Investors Portfolio; (n) Growth
Portfolio; and (o) Worldwide Privatization Portfolio. For more information,  see
the section entitled "Variable Investment Options".

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

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

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

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

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

In the accumulation  phase, the assets  supporting the Account Values maintained
in the  Sub-accounts  are held in our Separate  Account B. These are all 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 fund portfolios.

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

   
         (7)  Purchasing  Annuities:  Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special  treatment  under  the  Code.  We  may  require  a  properly   completed
Application,  an acceptable Purchase Payment, and any other materials we require
under our underwriting  rules before we agree to issue an Annuity.  We may offer
special  programs in relation to  Annuities on which we receive  large  Purchase
Payments. 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 AVP 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
AVP  Money  Market  Sub-account,  if you  execute  a return  waiver.  We offer a
balanced  investment  program in  relation  to your  initial  Purchase  Payment.
Certain designations must be made, including an Owner and an Annuitant.  You may
also make certain other designations that apply to the Annuity if issued.  These
designations  include a contingent  Owner,  a Contingent  Annuitant  (Contingent
Annuitants may be required in conjunction  with certain uses of the Annuity),  a
Beneficiary,  and a contingent Beneficiary.  See the section entitled Purchasing
Annuities,  including the following  subsections:  (a) Uses of the Annuity;  (b)
Application  and  Initial  Payment;  (c)  Breakpoints;  (d) Bank  Drafting;  (e)
Periodic Purchase  Payments;  (f)Right to Return the Annuity;  (g) Allocation of
Net Purchase  Payments;  (h) Balanced  Investment  Program;  and (i)  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,  and,  where  required by law, the 30 days
prior to the  Maturity  Date.  For more  information,  see the section  entitled
Account Value and Surrender  Value,  including  the following  subsections:  (a)
Account Value in the Sub-accounts; and (b) Account Value of 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 Annuity Year
are subject to a fee. We offer dollar cost  averaging and may offer  rebalancing
during the accumulation  phase (see "Dollar Cost Averaging" and  "Rebalancing").
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. In most jurisdictions,  this
death benefit will not be less than an  increasing  minimum  amount,  subject to
certain limitations.  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) Bank Drafting;  (c) Changing Revocable  Designations;  (d) Allocation Rules;
(e) Transfers;  (f) Renewals;  (g) Dollar Cost Averaging;  (h) Rebalancing;  (i)
Distributions (including: (i) Surrender; (ii) Medically-Related Surrender; (iii)
Free Withdrawals;  (iv) Partial Withdrawals;  (v) Systematic  Withdrawals;  (vi)
Minimum  Distributions;  (vii) Death Benefit;  (viii) Annuity Payments; and (ix)
Qualified   Plan   Withdrawal   Limitations);   (j)  Pricing  of  Transfers  and
Distributions;  (k) Voting Rights; (l) Transfers,  Assignments and Pledges;  and
(m) Reports to You.

     (10) The Company:  American Skandia Life Assurance  Corporation is a wholly
owned  subsidiary of American  Skandia  Investment  Holding  Corporation,  whose
indirect parent is Skandia Insurance Company Ltd. Skandia Insurance Company Ltd.
is a  Swedish  company  that  holds a  number  of  insurance  companies  in many
countries.   The  predecessor  to  Skandia  Insurance  Company  Ltd.   commenced
operations in 1855. For more  information,  see the section entitled The Company
and the following  subsections:  (a) Lines of Business;  (b) Selected  Financial
Data;  (c)  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations (including: (i) Results of Operations;  (ii) Liquidity and
Capital  Resources;  and  (iii)  Segment  Information);   (d)  Reinsurance;  (e)
Reserves; (f) Competition; (g) Employees; (h) Regulation; (i) Executive 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,  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,  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, P.O. Box 883,
Shelton, Connecticut, 06484. Our phone number is 1-(800) 752-6342

     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 fund portfolios may
be found in either the  prospectus  for such mutual fund or the annual report of
the mutual fund. 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>                           
Contingent Deferred Sales Charge,                                                                     7.5% of each Purchase Payment,
as a percentage of Purchase Payments liquidated,                                                             decreasing 1% per year,
                                                                                       with none applicable as to a Purchase Payment
                                                                                                   starting in the eighth year after
                                                                                                   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 Charges                                                                                                         0.15%
                                                                                                                               -----
Total Annual Expenses of the Sub-accounts                                                                                      1.40%
</TABLE>

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

<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>
U. S. Government/
  High Grade Securities           0.00%            0.60%             0.95%            0.98%             0.95%            1.58%
Total Return                      0.00%           0.625%             0.95%           3.865%             0.95%            4.49%
International                     0.00%            1.00%             0.95%            1.99%             0.95%            2.99%
Short-Term Multi-Market          0.200%            0.55%               +              0.75%             0.95%            1.30%
Growth and Income                 0.63%           0.625%               +             0.165%             0.79%            0.79%
Premier Growth(1)                 0.76%            1.00%               +              0.19%             0.95%            1.19%
Money Market                      0.38%            0.50%               +              0.57%             0.95%            1.07%
North American
  Government Income               0.00%            0.65%             0.95%            1.92%             0.95%            2.57%
Global Dollar
  Government Income               0.00%            0.75%             0.95%            4.07%             0.95%            4.82%
Utility Income                    0.00%            0.75%             0.95%            3.04%             0.95%            3.79%
Global Bond                       0.00%            0.65%             0.95%            1.12%             0.95%            1.77%
Conservative Investors            0.00%            0.75%             0.95%            3.50%             0.95%            4.25%
Growth Investors                  0.00%            0.75%             0.95%            5.42%             0.95%            6.17%
Growth                            0.43%            0.75%               +              0.52%             0.95%            1.27%
Worldwide Privatization           0.00%            1.00%             0.95%            3.17%             0.95%            4.17%
</TABLE>

   
(1) "Premier Growth" portfolio was formerly named the "Growth"  portfolio but is
totally separate from the current "Growth " portfolio.
    
       

   
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  prospectus or
statement of additional information of the underlying mutual fund for details.

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

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

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

         Examples (amounts shown are rounded to the nearest dollar)

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

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

<S>                                                            <C>               <C>              <C>             <C>
AVP U.S. Government/High Grade                                 100               131              165             277
AVP Total Return                                               100               131              165             277
AVP International                                              100               131              165             277
AVP Short-Term Multi-Market                                    100               131              165             277
AVP Growth and Income                                           98               126              157             260
AVP Premier Growth                                             100               131              165             277
AVP Money Market                                               100               131              165             277
AVP North American Government Income                           100               131              165             277
AVP Global Dollar Government                                   100               131              165             277
AVP Utility Income                                             100               131              165             277
AVP Global Bond                                                100               131              165             277
AVP Conservative Investors                                     100               131              165             277
AVP Growth Investors                                           100               131              165             277
AVP Growth                                                     100               131              165             277
AVP Worldwide Privatization                                    100               131              165             277
</TABLE>

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

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

<S>                                                             <C>               <C>             <C>             <C>
AVP U.S. Government/High Grade                                  25                76              130             277
AVP Total Return                                                25                76              130             277
AVP International                                               25                76              130             277
AVP Short-Term Multi-Market                                     25                76              130             277
AVP Growth and Income                                           23                71              122             260
AVP Premier Growth                                              25                76              130             277
AVP Money Market                                                25                76              130             277
AVP North American Government Income                            25                76              130             277
AVP Global Dollar Government                                    25                76              130             277
AVP Utility Income                                              25                76              130             277
AVP Global Bond                                                 25                76              130             277
AVP Conservative Investors                                      25                76              130             277
AVP Growth Investors                                            25                76              130             277
AVP Growth                                                      25                76              130             277
AVP Worldwide Privatization                                     25                76              130             277
</TABLE>

     CONDENSED FINANCIAL INFORMATION: The Unit Prices and number of Units in the
Sub-accounts  are shown below,  as is yield  information on the AVP Money Market
Sub-account.  Some 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 the Sub-accounts  under the Annuity offered pursuant to this Prospectus.
No information is provided for Sub-accounts  that were not operational  prior to
the date of this Prospectus.

     Unit Prices and Numbers of Units:  The following table shows:  (a) the Unit
Price as of the dates  shown for  Units in each of the Class 1  Sub-accounts  of
Separate Account B being offered pursuant to this Prospectus; and (b) the number
of units  outstanding in each  Sub-account as of December 31, of the year shown.
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.

            Sub-Account and the Year Sub-account Operations Commenced


<TABLE>
<CAPTION>
                                    AVP U.S.                                                AVP              AVP
                                   Government            AVP              AVP           Short-Term         Growth
                                      High              Total           Inter-            Multi-             and
                                      Grade            Return          national           Market           Income
                                     (1992)            (1992)           (1992)            (1992)           (1992)
                                     ------            ------           ------            ------           ------
<S>                                  <C>               <C>               <C>            <C>              <C>    
No. of Units
as of 12/31/95                       196,478           236,194           159,749           27,220            256,492
as of 12/31/94                        53,792            20,623            59,089        1,839,569         2,652,224
as of 12/31/93                        81,644            33,503            19,040        1,963,502         1,632,107
as of 12/31/92                        79,941             9,573             7,995        1,021,786            491,506

Unit Price
as of 12/31/95                        $11.77            $12.43            $13.57           $10.11            $15.10
as of 12/31/94                         10.01             10.19             12.53             9.60             11.28
as of 12/31/93                         10.58             10.74             11.91            10.42             11.48
as of 12/31/92                          9.82              9.94              9.93             9.91             10.42
</TABLE>


<TABLE>
<CAPTION>
                                                                       AVP North        AVP Global
                                       AVP               AVP           American           Dollar             AVP
                                     Premier            Money         Government        Government         Utility
                                     Growth*           Market           Income            Income           Income
                                     (1992)            (1992)           (1994)            (1994)           (1994)
                                     ------            ------           ------            ------           ------
No. of Units
<S>                                <C>                 <C>                <C>              <C>               <C>   
as of 12/31/95                       242,960           233,258            64,465           65,026            64,410
as of 12/31/94                     2,802,431            34,276            11,541           42,277             1,963
as of 12/31/93                     1,042,445                 0                 0                0                 0
as of 12/31/92                       332,442             3,011                 0                0                 0

Unit Price
as of 12/31/95                        $17.07            $10.56            $10.54           $11.82            $11.82
as of 12/31/94                         11.95             10.20              8.71             9.75              9.87
as of 12/31/93                         12.49              1.00                 0                0                 0
as of 12/31/92                         11.25              9.93                 0                0                 0
</TABLE>



<TABLE>
<CAPTION>
                                      AVP                AVP               AVP                                AVP
                                     Global         Conservative        Growth              AVP           Worldwide
                                      Bond            Investors        Investors          Growth        Privatization
                                     (1994)            (1994)           (1994)            (1994)           (1994)
                                     ------            ------           ------            ------           ------
No. of Units
<S>                                   <C>               <C>               <C>             <C>                <C>   
as of 12/31/95                        18,122            70,909            70,250          244,481            83,741
as of 12/31/94                             0                 0                 0                0                 0
as of 12/31/93                             0                 0                 0                0                 0
as of 12/31/92                             0                 0                 0                0                 0

Unit Price
as of 12/31/95                        $12.26            $11.61            $11.90           $13.65            $10.96
as of 12/31/94                          9.97             10.07             10.02            10.24             10.03
as of 12/31/93                             0                 0                 0                0                 0
as of 12/31/92                             0                 0                 0                0                 0
</TABLE>

* Formerly known as the AVP Growth Sub-account.

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  is the  current  and
effective  yields  for a  hypothetical  contract.  The  yield  is  based  on the
performance  of the AVP 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 the 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
Money Market                        4.51%                             4.61%

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

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

<TABLE>
<CAPTION>
Sub-account                                                                                Underlying Mutual Fund Portfolio

<S>                                                                         <C>
AVP U.S. Government/High Grade                                              U.S. Government/High Grade Securities Portfolio
AVP Total Return                                                                                     Total Return Portfolio
AVP International                                                                                   International Portfolio
AVP Short-Term Multi-Market                                                               Short-Term Multi-Market Portfolio
AVP Growth and Income                                                                           Growth and Income Portfolio
AVP Premier Growth*                                                                               Premier Growth Portfolio*
AVP Money Market                                                                                     Money Market Portfolio
AVP North American Government Income                                             North American Government Income Portfolio
AVP Global Dollar Government                                                             Global Dollar Government Portfolio
AVP Utility Income                                                                                 Utility Income Portfolio
AVP Global Bond                                                                                       Global Bond Portfolio
AVP Conservative Investors                                                                 Conservative Investors Portfolio
AVP Growth Investors                                                                             Growth Investors Portfolio
AVP Growth                                                                                                 Growth Portfolio
AVP Worldwide Privatization                                                               Worldwide Privatization Portfolio

* Formerly AVP Growth Sub-account and Growth Portfolio.
</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 will 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 "Modification").

Alliance  Variable  Products  Series  Fund,  Inc.  is  an  open-end   management
investment  company. It was organized on November 17, 1987 under the laws of the
State of Maryland.  As of the date of this prospectus,  the fund's portfolios in
which  Sub-accounts  offered pursuant to this prospectus  invest are those shown
above.  The authorized  capital stock of the fund consists solely of 900,000,000
shares of Common Stock having a par value of $.001 per share, which may, without
shareholder  approval,  be divided into an unlimited number of series. A summary
of the  investment  objectives  and  policies  of such  underlying  mutual  fund
portfolios is found in Appendix A. The directors of the fund may add,  eliminate
or substitute portfolios from time to time.  Generally,  each portfolio issues a
separate class of shares. As of the date of this Prospectus,  shares of the fund
portfolios are available only to separate  accounts of life insurance  companies
offering variable annuity and variable life insurance products.

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 the  underlying  mutual fund and the statement of
additional  information  for such  underlying  mutual fund.  Certain  underlying
mutual fund portfolios may not be available in all jurisdictions.  Also included
in such  information  is the  investment  policy of each mutual  fund  portfolio
regarding the  acceptable  ratings by recognized  rating  services for bonds and
other  debt  obligations.  You  should  carefully  read  the  Prospectus  of the
underlying  mutual fund prior to  investing  in order to  determine  whether the
applicable  portfolio is suitable  for your  investment  needs.  There can be no
guarantee  that any  underlying  mutual fund  portfolio will meet its investment
objectives.

Shares of the  underlying  mutual fund  portfolios  are or 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 the Fund should be read in conjunction  herewith. A copy
of  each  prospectus  may  be  obtained   without  charge  from  us  by  calling
1-800-752-6342  or writing to us at P.O.  Box 883,  Attention:  Concierge  Desk,
Shelton, Connecticut 06484-0883.

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

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

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

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

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

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

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

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

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

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

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

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

     OPERATIONS OF THE SEPARATE ACCOUNTS:  The assets supporting our obligations
under the Annuities may be held in various accounts, depending on the obligation
being supported. In the accumulation phase, assets supporting Account Values are
held  in  separate  accounts   established  under  the  laws  of  the  State  of
Connecticut.  In the payout  phase,  assets  supporting  fixed  annuity  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,  gain 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 offered
pursuant  to this  Prospectus  or certain  other  annuities  we may  offer.  The
investments  made by  separate  accounts  are  subject  to the  requirements  of
applicable state laws.  These  investment  requirements may differ between those
for separate  accounts  supporting  variable  obligations and those for separate
accounts supporting fixed obligations.

     Separate  Account  B: In the  accumulation  phase,  the  assets  supporting
obligations based on allocations to the variable  investment options are held in
our Separate  Account B. Separate  Account B consists of multiple  Sub-accounts.
Separate Account B was established by us pursuant to Connecticut  law.  Separate
Account B also  holds  assets of other  annuities  issued by us with  values and
benefits that vary according to the investment  performance of Separate  Account
B.

The   Sub-accounts   offered  pursuant  to  this  Prospectus  are  all  Class  1
Sub-accounts  of  Separate  Account B. Each class of  Sub-accounts  in  Separate
Account B has a different level of charges assessed against such Sub-accounts.

The 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.

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

Separate  Account B is registered with the SEC under the Investment  Company Act
of  1940  (the  "1940  Act")  as a unit  investment  trust,  which  is a type of
investment  company.  This does not  involve any  supervision  by the SEC of the
investment  policies,  management or practices of Separate  Account B. As of the
date of this  Prospectus,  we offer  fifteen  of the  Sub-accounts  in  Separate
Account  B  pursuant  to this  Prospectus.  Each of these  fifteen  Sub-accounts
invests only in a single  corresponding  portfolio of Alliance Variable Products
Series Fund, Inc.  Persons  interested in our other annuities may be offered the
same or  different  Sub-accounts  of  Separate  Account  B or any  other  of our
separate  accounts.  Such  Sub-accounts  may  invest  in some or all of the same
portfolios of the fund 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  fund
portfolios in the  prospectus for the Fund.  Portfolios  added to the underlying
mutual fund 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 fund  portfolios.  We do not
guarantee the investment results of any Sub-account,  nor is there any assurance
that the Account  Value  allocated  to the  Sub-accounts  will equal the amounts
allocated to the  Sub-accounts as of any time other than the Valuation Period of
such allocation. You bear the entire investment risk.

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

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

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

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

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

         (2) We  employ an  investment  strategy  designed  to limit the risk of
default.  Some of the guidelines of our current investment strategy for Separate
Account D include, but are not limited to the following:
   
                  (a) Investments may be made in cash; debt securities issued by
the United States Government or its agencies and instrumentalities; money market
instruments;  short,  intermediate and long-term corporate obligations;  private
placements; asset-backed obligations; and municipal bonds.


     (b) At the time of purchase,  fixed income securities will be in one of the
top four  generic  lettered  rating  classifications  as  established  by either
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 fund portfolios.  We also may charge you
for special  services,  such as dollar cost averaging,  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.  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 - 6.5%; year 3 - 5.5%; year 4 - 4.5%; year 5 - 3.5%; year 6
- - 2.5%; year 7 - 1.5%; 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 if all  Purchase  Payments  were  received at least seven
years prior to the date of either a full surrender or partial withdrawal.  Where
permitted by law, any  contingent  deferred  sales charge  applicable  to a full
surrender  is  waived  if such  full  surrender  qualifies  under our rules as a
medically-related withdrawal (see "Medically-Related Surrenders").

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

   
No contingent  deferred sales charge is imposed when any group annuity  contract
or any Annuity issued pursuant to this Prospectus is owned on its Issue Date by:
(a) any  parent  company,  affiliate  or  subsidiary  of ours;  (b) an  officer,
director,  employee,  retiree,  sales  representative,  or  in  the  case  of an
affiliated  broker-dealer,  registered  representative  of such  company;  (c) a
director or trustee of any underlying  mutual fund;  (d) a director,  officer or
employee  of  any  investment  manager  or  sub-advisor   providing   investment
management  and/or  advisory  services  to an  underlying  mutual  fund  or  any
affiliate of such investment  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,  formerly
Skandia Life Equity Sales  Corporation;  (f) the then current spouse of any such
person noted in (b) through (e), above;  (g) parents of any such person noted in
(b)  through (e) above;  and (h) such  person's  child or other legal  dependent
under 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 deducted  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 3 1/2%.  In
addition to state taxes,  local taxes may also apply. The amounts of these taxes
may exceed those for state taxes.

     Transfer Fee: We charge  $10.00 for each transfer  after the twelfth in any
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 transfer,  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  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 FUND: The underlying mutual fund assesses
various charges for investment  management and investment  advisory fees.  These
charges  generally differ between  portfolios within the underlying mutual fund.
You will find  additional  details in the fund  prospectus  and its statement of
additional information.

   
     PURCHASING ANNUITIES: You may purchase an Annuity for various purposes. You
must meet our  requirements  before  we issue an  annuity  and it takes  effect.
Certain  benefits may be available to certain classes of purchasers,  including,
but  not  limited  to,  those  who  submit  Purchase  Payments  above  specified
breakpoint  levels. 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, including Sections 401 (corporate,
association,  or self-employed  individuals'  retirement plans),  Section 403(b)
(tax-sheltered annuities available to employees of certain qualifying employers)
and  Section 408  (individual  retirement  accounts  and  individual  retirement
annuities - "IRAs"; Simplified Employee Pensions). With respect to tax sheltered
annuities,  purchasers of the contracts for such purposes  should seek competent
advice  as to  eligibility,  limitations  on  permissible  amounts  of  Purchase
Payments  and  other  tax  consequences   associated  with  the  contracts.   In
particular,  purchasers should consider that the contract provides an increasing
minimum  death  benefit.  It is  possible  that  such  death  benefit  could  be
characterized  as an  incidental  death  benefit.  If the death  benefit were so
characterized,  this could result in currently taxable income to purchasers.  In
addition,  there are limitations on the amount of incidental death benefits that
may be provided under a tax-sheltered  annuity.  Even if the death benefit under
the contract were  characterized as an incidental death benefit,  it is unlikely
to violate  those limits unless the purchaser  also  purchases a life  insurance
contract as part of his or her tax-sheltered annuity plan.

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.  The  Annuity  may also be used in
connection  with plans that do not qualify  under the sections of the Code noted
above. Some of the potential tax consequences resulting from various uses of the
Annuities are discussed in the section entitled "Certain Tax Considerations".
    

     Application   And  Initial   Payment:   You  must  meet  our   underwriting
requirements  and forward a Purchase Payment if you seek to purchase an Annuity.
These requirements may include a properly completed Application. We may issue an
Annuity  without  completion of an Application for certain classes of Annuities,
where  permitted  by law.  The  minimum  initial  Purchase  Payment we accept is
$10,000 if the Annuity is not to be used in  connection  with a plan designed to
qualify for special treatment under the Code (see "Certain Tax  Considerations")
or unless you authorize the use of bank drafting to make Purchase  Payments (see
"Bank  Drafting").  The  minimum  is  $2,000  if the  Annuity  is  purchased  in
connection  with a plan which is designed to so qualify unless you authorize the
use of bank drafting to make Purchase Payments.  If you choose bank drafting, we
will  accept  a lower  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.

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

The current  breakpoints for qualifying for Additional  Amounts are shown below.
Also  shown is the value of such  Additional  Amounts  as a  percentage  of your
Purchase Payment.

                                                          Additional Amount as a
Purchase Payment                              Percentage of the Purchase Payment

At least $1,000,000.00 but less than $5,000,000.00                        3.00%

At least $5,000,000.00 or more                                            3.75%
       

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

Generally,  the breakpoints apply separately to each Purchase Payment.  However,
we will apply the breakpoints cumulatively if you provide us In Writing evidence
satisfactory to us that you will submit additional Purchase Payments within a 13
month period. We may require an initial Purchase Payment of at least $500,000.00
before we agree to such a program  if it is  designed  to  provide a total of at
least  $1,000,000.00  of  Purchase  Payments  over 13 months.  We may require an
initial  Purchase  Payment of at least  $2,500,000.00  before we agree to such a
program if it is designed to provide a total of at least  $5,000,000.00  over 13
months.  We retain  the right to  recover  an amount  from your  Annuity if such
additional Purchase Payments are not received.  The amount we may recover is the
greater of the value of the  Additional  Amounts when applied or a percentage of
your Account Value as of the date of such recovery.  The  percentage  equals the
ratio between the Additional Amounts and the Purchase Payment that was received.
Amounts  recovered will be taken  pro-rata from the investment  options based on
the Account Values in the investment options as of the date of the recovery.  If
the amount of the recovery  exceeds your then current  Surrender  Value, we will
recover all remaining Account Value and terminate your Annuity.

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

     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 $10,000 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.  For Annuities  designed to qualify for
special tax treatment under the Code, we will accept an initial Purchase Payment
lower than our standard minimum  Purchase  Payment  requirement of $2,000 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 and less any  Additional  Amounts  added due to premium
size (see  "Breakpoints").  This is the "standard refund".  If necessary to meet
Federal  requirements for IRAs or certain state law requirements,  we return the
greater of the  "standard  refund" or the Purchase  Payments  received  less any
withdrawals  (see  "Allocation  of Net Purchase  Payments").  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").  We  require  that  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 type of program which you have  authorized or have  authorized an
independent  third party to use in connection with your Annuity (see "Allocation
Rules").

     Allocation  of Net  Purchase  Payments:  All  allocations  of Net  Purchase
Payments  are  subject  to  our  allocation  rules  (see  "Allocation   Rules").
Allocation of the portion of the initial  Purchase  Payment and any Net Purchase
Payments  received during the free-look  period that you wish to allocate to any
Sub-accounts are subject to an additional  allocation rule if state law requires
return of at least your  Purchase  Payments  should you return the Annuity under
such  free-look  provision.  If such state law applies to your  Annuity:  (a) we
allocate  any portion of any such Net  Purchase  Payments  that you indicate you
wish to go into the Sub-accounts to the AVP 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 AVP 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 Annuity").

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

     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.

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

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

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

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

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)] 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.

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

Our Current  Rates are expected to be sensitive to interest  rate  fluctuations,
thereby  making each MVA equally  sensitive to such  changes.  Account  Value is
reduced when the  applicable  Current Rate exceeds the rate being  credited to a
Fixed Allocation. Account Value is increased when the applicable Current Rate is
less than the rate being  credited to a Fixed  Allocation.  See the Statement of
Additional Information for an illustration of how the MVA works.

     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 fund
portfolios 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  instructions  by telephone.
We forward your PIN to you shortly  after your Annuity is issued.  To the extent
permitted by law or regulation,  neither we or any person  authorized by us will
be responsible  for any claim,  loss,  liability or expense in connection with a
telephone  transfer  if we or such  other  person  acted on  telephone  transfer
instructions in good faith in reliance on your telephone transfer  authorization
and  on  reasonable   procedures  to  identify  persons  so  authorized  through
verification methods which may include a request for your Social Security number
or a personal  identification number (PIN) as issued by us. We may be liable for
losses due to unauthorized or fraudulent  instructions should we not follow such
reasonable procedures.

   
     Additional  Purchase  Payments:  The  minimum for any  additional  Purchase
Payment is $1000 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. 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  Owner or  Annuitant  who  does  not  meet  our  then  current
underwriting  guidelines;  (c) a new Annuitant subsequent to the Annuity Date if
the annuity option selected includes a life contingency; and (d) 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  any  rebalancing  services  we may offer (see
"Rebalancing");  or  (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 we require  that all  Purchase  Payments,
including the initial Purchase  Payment,  received while your Annuity is subject
to such an arrangement are allocated to the same  investment  options and in the
same proportions as then required pursuant to the applicable rebalancing,  asset
allocation  or  market  timing  program,   unless  we  have  received  alternate
instructions.   Such  allocation  requirements  terminate  simultaneous  to  the
termination of an authorization  for rebalancing or any authorization to a third
party to transact transfers on your behalf.

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

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

We reserve the right to limit the number of  transfers  in any Annuity  Year for
all  existing  or new Owners.  We also  reserve the right to limit the number of
transfers in any Annuity Year or to refuse any transfer  request for an Owner or
certain Owners if we believe that: (a) excessive trading by such Owner or Owners
or a  specific  transfer  request  or  group  of  transfer  requests  may have a
detrimental  effect on Unit Values or the share prices of the underlying  mutual
fund portfolios;  or (b) we are informed by the underlying  mutual fund that the
purchase  or  redemption  of shares is to be  restricted  because  of  excessive
trading  or a  specific  transfer  or group of  transfers  is  deemed  to have a
detrimental  effect  on share  prices  of an  affected  underlying  mutual  fund
portfolio or portfolios.

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.

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 to
you 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 you, and/or
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  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 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 sales of Annuities.
However,  we do not engage  any third  parties  to offer  investment  allocation
services of any type,  so that  persons or firms  offering  such  services do so
independent from any agency  relationship  they may have with us for the sale of
Annuities.  We therefore take no responsibility  for the investment  allocations
and transfers  transacted on your behalf by such third parties or any investment
allocation  recommendations made by such parties. We do not currently charge you
extra for providing these support services.

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

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

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

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

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

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

Rebalancing:  We may 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  anniversary.  If a transfer is requested  prior to the date
Account Values are to be rebalanced 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 the AVP 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.  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 living 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 living 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  changes  of  Annuitant  must have been
accepted by us, prior to the  "Contingent  Event"  described  above, in order to
qualify for a medically-related surrender.
    

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

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

Your  free  withdrawal  request  must be at  least  $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  during an Annuity Year is the
greater of your Annuity's "growth" or 10% of "new" Purchase  Payments.  "Growth"
equals the then current Account Value less all "unliquidated"  Purchase Payments
and  less  the  value  at the  time  credited  of any  Additional  Amounts  (see
"Breakpoints").  "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  of new
Purchase  Payments  will not  reduce  the  amount of any  applicable  contingent
deferred sales charge upon surrender.
    

     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 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 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.
    

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 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 you begin 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 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
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.

     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). For applicable deaths occurring prior to age 85 of the deceased, the
death  benefit  is the  greater  of (a) or (b),  less any  remaining  contingent
deferred  sales  charge if the  deceased  was age 75 or  greater  at the time of
death,  where:  (a) is your Account Value in any  Sub-accounts  plus the Interim
Value of your Fixed  Allocations;  and (b) is the  minimum  death  benefit.  The
minimum death benefit is the total of each Purchase Payment growing daily at the
equivalent of 5% per year starting as to each Purchase Payment on the date it is
allocated to the Account Value, less the total of each withdrawal,  of any type,
growing daily at the equivalent of 5% per year,  starting as of the date of each
such withdrawal.  However, this minimum death benefit may not exceed 200% of (A)
minus (B), where: (A) is the total of all Purchase Payments received; and (B) is
the total of all  withdrawals of any type.  Where allowed by law, for applicable
deaths  occurring on or after age 85 of the  deceased,  the death benefit is the
Surrender Value.

The  amount of the death  benefit  is  determined  as of the date we  receive In
Writing:  "due proof of death". The following  constitutes "due proof of death":
(a)(i) a  certified  copy of a death  certificate,  (ii) a  certified  copy of a
decree of a court of competent jurisdiction as to the finding of death, or (iii)
any other proof satisfactory to us; (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.

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

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

     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. For Annuities subject to Pennsylvania
law,  the  Annuity  Date may not  exceed  the  first day of the  calendar  month
following the Annuitant's 85th birthday.

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) fixed monthly  payments will commence under option
2, described below, with 10 years certain. For Annuities subject to Pennsylvania
law, 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.  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 under
the adjustable or the fixed annuity option 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").  The 3% interest rate noted above is 4% for Annuities issued
prior to the date we implemented this change.

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 $50.

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

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

         (1) Option 1 - Payments for Life: Under this option,  income is payable
periodically  prior to the  death  of the key  life,  terminating  with the last
payment  due  prior to such  death.  Since no  minimum  number  of  payments  is
guaranteed,  this option  offers the maximum  level of periodic  payments of the
annuity options. It is possible that the 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.

         (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 4% 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. The 3% interest rates noted
above are 4% for Annuities issued prior to the date we implemented this change.
    

     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, the Company is
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 Company;  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 Company.

     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 authorize to be employed on you behalf.  "Unscheduled"
transfers  received  pursuant to an  authorization  to accept transfers over the
phone are priced as of the Valuation Period we receive the request at our Office
for such transactions.

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

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

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

We will vote  shares  of the  underlying  mutual  fund  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  portfolio will be determined
as of the record date for such underlying mutual fund 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.

   
     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 7.5% 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.

     Advertising: We may advertise certain information regarding the performance
of the investment options.  Details on how we calculate performance measures for
the  Sub-accounts  are found in the  Statement of Additional  Information.  This
performance  information  may help you review the  performance of the investment
options  and  provide  a  basis  for  comparison  with  other  annuities.   This
information  may be less useful when comparing the performance of the investment
options with other savings or investment  vehicles.  Such other  investments may
not provide  some of the  benefits  of  annuities,  or may not be  designed  for
long-term investment purposes. Additionally other savings or investment vehicles
may not be treated like annuities under the Code.

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

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

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

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

Advertisements   we  distribute   may  also  compare  the   performance  of  our
Sub-accounts  with:  (a) certain  unmanaged  market  indices,  including but not
limited to the Dow Jones  Industrial  Average,  the  Standard & Poor's 500,  the
Shearson  Lehman Bond Index,  the Frank Russell  non-U.S.  Universal  Mean,  the
Morgan Stanley Capital  International  Index of Europe, Asia and Far East Funds,
and the Morgan  Stanley  Capital  International  World  Index;  and/or (b) other
management investment companies with investment objectives similar to the mutual
fund portfolios underlying the Sub-accounts being prepared. 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 greater 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.
    






                                   APPENDIXES


       APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE
                                  CORPORATION




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





                                   APPENDIX A

      FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

INDEPENDENT AUDITORS' REPORT




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>


                            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 prospectus of the Alliance  Variable  Products  Series Fund,
Inc.  for  more  complete  details  and  risk  factors   applicable  to  certain
portfolios.

U.S. Government/High Grade Securities Portfolio: The investment objective of the
U.S.   Government/High   Grade  Securities  Portfolio  is  high  current  income
consistent with  preservation of capital.  In seeking to achieve this objective,
the portfolio will invest  principally in a portfolio of: (a) obligations issued
or guaranteed by the U.S.  Government  and repurchase  agreements  pertaining to
U.S. Government Securities;  and (b) other high grade debt securities rated AAA,
AA or A by Standard & Poor's  Corporation  or Aaa, Aa or A by Moody's  Investors
Service,  Inc. or that have not  received a rating but are  determined  to be of
comparable  quality by the  portfolio's  advisor.  As a  fundamental  investment
policy,  the  portfolio  will  invest at least 65% of its total  assets in these
types of  securities,  including  the  securities  held  subject  to  repurchase
agreements.  The portfolio  will utilize  certain other  investment  techniques,
including options and futures  contracts,  intended to enhance income and reduce
market risk.  The portfolio is designed  primarily  for long-term  investors and
investors should not consider it a trading vehicle.

Total Return Portfolio:  The investment  objective of the Total Return Portfolio
is to achieve a high return  through a combination of current income and capital
appreciation.   The  Total  Return  Portfolio's  assets  are  invested  in  U.S.
Government  and  agency  obligations,   bonds,  fixed-income  senior  securities
(including  short and long-term  debt  securities  and  preferred  stocks to the
extent  their  value is  attributable  to their  fixed-income  characteristics),
preferred and common stocks in such  proportions  and of such type as are deemed
best adapted to the current economic and market outlooks.  The percentage of the
portfolio's  assets  invested  in each type of  security at any time shall be in
accordance with the judgment of the portfolio's advisor.

International  Portfolio:  The primary investment objective of the International
Portfolio  is to seek to obtain a total  return  on its  assets  from  long-term
growth of capital principally through a broad portfolio of marketable securities
of established  non-United  States  companies  (e.g.,  incorporated  outside the
United States),  companies participating in foreign economies with prospects for
growth,  and  foreign  government  securities.  As a  secondary  objective,  the
portfolio  will attempt to increase its current  income  without  assuming undue
risk. The portfolio's  advisor  considers it consistent with these objectives to
acquire  securities  of companies  incorporated  in the United States and having
their  principal  activities  and interests  outside of the United  States.  The
International  Portfolio  intends to be invested  primarily  in such issuers and
under normal circumstances more than 80% of its assets will be so invested.

In seeking its  objective,  the  International  Portfolio  expects to invest its
assets  primarily in common stocks of established  non-United  States  companies
which in the opinion of the  portfolio's  advisor have  potential  for growth of
capital or income or both.

It is the present intention of the portfolio's advisor to invest the portfolio's
assets in companies  based in (or governments of or within) the Far East (Japan,
Hong Kong, Singapore and Malaysia), Western Europe (the United Kingdom, Germany,
The Netherlands,  France and  Switzerland),  Australia,  Canada,  and such other
areas and countries as the portfolio's  advisor may determine from time to time.
However,  investments  may be  made  from  time  to time  in  companies  in,  or
governments   of,   developing   countries  as  well  as  developed   countries.
Shareholders  should be aware that  investing  in the  equity  and  fixed-income
markets of developing  countries  involves exposure to economic  structures that
are  generally  less diverse and mature,  and to political  systems which can be
expected  to  have  less  stability  than  those  of  developed  countries.  The
portfolio's  advisor at present  does not intend to invest  more than 10% of the
International  Portfolio's assets in companies in, or governments of, developing
countries.

Short-Term   Multi-Market   Portfolio:   The   investment   objective   of   the
Short-Term-Multi-Market  Portfolio  is to seek  the  highest  level  of  current
income,  consistent  with what the portfolio's  advisor  considers to be prudent
investment  risk,  that is  available  from a  portfolio  of  high-quality  debt
securities  having  remaining  maturities  of not more  than  three  years.  The
portfolio  seeks  high  current  yields  by  investing  in a  portfolio  of debt
securities  denominated  in the U.S.  Dollar and a range of foreign  currencies.
Accordingly,  the portfolio will seek investment  opportunities  in foreign,  as
well as domestic, securities markets. While the portfolio normally will maintain
a substantial  portion of its assets in debt  securities  denominated in foreign
currencies,  the  portfolio  will  invest at least 25% of its net assets in U.S.
Dollar  denominated  securities.  The portfolio is designed for the investor who
seeks a higher yield than a money market fund or certificate of deposit and less
fluctuation in net asset value than a longer-term bond fund.

Growth and Income Portfolio:  The investment  objective of the Growth and Income
Portfolio is to seek  reasonable  current income and reasonable  opportunity for
appreciation through investments  primarily in dividend-paying  common stocks of
good quality.  Whenever the economic  outlook is  unfavorable  for investment in
common  stock,  investments  in  other  types  of  securities,  such  as  bonds,
convertible bonds,  preferred stock and convertible preferred stocks may be made
by the portfolio.  Purchases and sales of portfolio  securities are made at such
times and in such amounts as are deemed  advisable in light of market,  economic
and other conditions.

Premier  Growth  Portfolio:  The  investment  objective  of the  Premier  Growth
Portfolio is growth of capital by pursuing aggressive investment policies. Since
investments  will be made based upon their  potential for capital  appreciation,
current income will be incidental to the objective of capital growth. Because of
the market risks inherent in any investment,  the selection of securities on the
basis of their appreciation possibilities cannot ensure against possible loss in
value,  and there is, of course,  no assurance that the  portfolio's  investment
objective  will be met. The  portfolio is therefore  not intended for  investors
whose principal objective is assured income and conservation of capital.

         The  portfolio  will  invest  predominantly  in the  equity  securities
         (common stocks,  securities  convertible  into common stocks and rights
         and warrants to subscribe for or purchase  common  stocks) of a limited
         number of large,  carefully  selected,  American companies that, in the
         judgment of the  portfolio's  advisor,  are high  quality and likely to
         achieve superior earnings growth.  The portfolio  investments in the 25
         of these  companies  most  highly  regarded at any point in time by the
         portfolio's  advisor will usually  constitute  approximately 70% of the
         portfolio's net assets.  Normally,  approximately  40 companies will be
         represented in the portfolio's investment portfolio. The portfolio thus
         differs from more typical  equity mutual funds by investing most of its
         assets  in  a  relatively   small  number  of  intensively   researched
         companies.

         The portfolio will, under normal circumstances,  invest at least 85% of
         the value of its total  assets in the  equity  securities  of  American
         companies.  The portfolio defines American companies to be entities (i)
         that are  organized  under the laws of the United States and have their
         principal office in the United States,  and (ii) the equity  securities
         of  which  are  traded  principally  in the  United  States  securities
         markets.

Money Market Portfolio:  The investment objectives of the Money Market Portfolio
are to achieve  safety of principal,  excellent  liquidity  and maximum  current
income to the extent consistent with the first two objectives.  An investment in
the Money  Market  Portfolio  is  neither  insured  nor  guaranteed  by the U.S.
Government.  In seeking to achieve its investment  objectives,  the Money Market
Portfolio will invest primarily in: (a) marketable obligations of, or guaranteed
by, the  United  States  Government,  its  agencies  or  instrumentalities;  (b)
certificates  of deposit,  bankers'  acceptances  and interest  bearing  savings
deposits issued or guaranteed by banks or savings and loan  associations  having
total  assets of more than $1 billion  and which are  members  of the FDIC;  (c)
commercial  paper of prime quality  (rated A-1+ or A-1 by Standard and Poor's or
Prime-1  by  Moody's  Investor  Services,  Inc.,  or,  if not  rated,  issued by
companies  having  outstanding debt securities rated AAA or AA by S&P, or Aaa or
Aa by Moody's and participation loans extended by banks to such companies);  and
(d) repurchase  agreements  that are  collateralized  in full each day by liquid
securities of the types listed above.

   
North American  Government  Income  Portfolio:  The investment  objective of the
North  American  Government  Income  Portfolio  is to seek the highest  level of
current  income,  consistent  with  what the  adviser  considers  to be  prudent
investment risk, that is available from a portfolio of debt securities issued or
guaranteed by the  governments  of the United States,  Canada and Mexico,  their
political subdivisions (including Canadian Provinces but excluding States of the
United  States),   agencies,   instrumentalities  or  authorities   ("Government
Securities"). The portfolio seeks high current yields by investing in Government
Securities  denominated in the U.S. Dollar,  the Canadian Dollar and the Mexican
Peso. Normally,  the portfolio expects to maintain at least 25% of its assets in
securities denominated in the U.S. Dollar. In addition, the portfolio may invest
up to 25% of its total assets in debt securities issued by governmental entities
of Argentina.  The portfolio will utilize certain other  investment  techniques,
including options and futures. The portfolio may invest its assets in Government
Securities  considered  investment  grade or higher (i.e.,  securities  rated at
least BBB by S&P or at least Baa by Moody's or, if not so rated,  of  equivalent
investment quality as determined by the portfolio's adviser.)

Global Dollar  Government  Portfolio:  The primary  investment  objective of the
Global Dollar  Government  Portfolio is to seek a high level of current  income.
Its  secondary  investment  objective  is  capital  appreciation.  In seeking to
achieve these  objectives,  the portfolio  will invest at least 65% of its total
assets in fixed income securities  issued or guaranteed by foreign  governments,
including  participations  in loans between  foreign  governments  and financial
institutions,  and interests in entities  organized and operated for the purpose
of  restructuring  the  investment  characteristics  of  instruments  issued  or
guaranteed  by  foreign   governments   ("Sovereign  Debt   Obligations").   The
portfolio's investments in Sovereign Debt Obligations will emphasize obligations
of a type  customarily  referred to as "Brady Bonds," that are issued as part of
debt  restructurings  and that are collateralized in full as to principal due at
maturity by zero coupon obligations issued by the U.S. government,  its agencies
or instrumentalities.  The portfolio may invest up to 30% of its total assets in
the Sovereign Debt Obligations and corporate fixed income  securities of issuers
in any one of Argentina,  Brazil, Mexico, Morocco, the Philippines or Venezuela,
and the portfolio will limit  investments  in the Sovereign Debt  Obligations of
each such country (or of any other single  foreign  country) to less than 25% of
its total assets. The portfolio may also invest up to 35% of its total assets in
U.S.  corporate  fixed income  securities  and non-U.S.  corporate  fixed income
securities.   The  portfolio  will  limit  its  investments  in  Sovereign  Debt
Obligations, U.S. and non-U.S.
corporate fixed income securities to U.S. dollar denominated securities.

Utility  Income  Portfolio:  The  investment  objective  of the  Utility  Income
Portfolio  is to seek  current  income and  capital  appreciation  by  investing
primarily in equity and fixed income  securities  of companies in the  utilities
industry.  The  portfolio  may invest in  securities  of both United  States and
foreign issuers,  although no more than 15% of the portfolio's total assets will
be  invested  in issuers in any one  foreign  country.  The  utilities  industry
consists of companies  engaged in (i) the manufacture,  production,  generation,
provision,  transmission,  sale and distribution of gas and electric energy, and
communications   equipment  and  services,   including   telephone,   telegraph,
satellite,  microwave and other companies providing communication facilities for
the public, or (ii) the provision of other utility or utility-related  goods and
services,  including,  but not limited to, entities  engaged in water provision,
cogeneration,  waste disposal system provision, solid waste electric generation,
independent  power  producers  and  non-utility  generators.   As  a  matter  of
fundamental  policy, the portfolio will, under normal  circumstances,  invest at
least 65% of the value of its total  assets in  securities  of  companies in the
utilities  industry.  The  portfolio's  investment  objective  and  policies are
designed to take advantage of the characteristics and historical  performance of
securities of companies in the utilities industry.  Many of these companies have
established a reputation for paying regular  dividends and for increasing  their
common stock dividends over time.
    

     Global  Bond  Portfolio:  The  investment  objective  of  the  Global  Bond
Portfolio is to seek a high level of return from a combination of current income
and capital  appreciation  by investing in a globally  diversified  portfolio of
high  quality  debt  securities  denominated  in the U. S. Dollar and a range of
foreign currencies.

   
The  portfolio  will invest only in  securities  of issuers in  countries  whose
governments  are deemed stable by the portfolio's  advisor and its  sub-advisor.
Their  determination  that a  particular  country  should be  considered  stable
depends on their evaluation of political and economic developments affecting the
country as well as recent  experience  in the  markets  for  foreign  government
securities of the country.
    

The portfolio  intends to spread  investment risk among the capital markets of a
number of countries  and will invest in securities  of the  governments  of, and
companies  based  in, at least  three,  and  normally  considerable  more,  such
countries.  The  percentage  of the  portfolio's  assets  invested  in the  debt
securities of the government of, or a company based in, a particular  country or
denominated in a particular  currency will vary depending on the relative yields
of such securities,  the economies of the countries in which the investments are
made and such countries'  financial  markets,  the interest rate climate of such
countries and the relationship of such countries' currencies to the U.S. Dollar.
Currency is judged on the basis of fundamental economic criteria (e.g., relative
inflation levels and trends, growth rate forecasts,  balance of payments status,
and economic  policies) as well as technical  and political  data.  Under normal
market conditions,  it is expected that approximately 25% of the portfolio's net
assets will be invested in debt securities denominated in the U.S. Dollar. There
are certain risks associated with investing in foreign securities.  See the fund
prospectus "Other Investment Policies and Techniques - Foreign Securities".

The  portfolio  seeks to  minimize  investment  risk by limiting  its  portfolio
investments to high-quality  debt  securities of U.S. or foreign  governments or
supranational  organizations,   high-quality  U.S.  or  foreign  corporate  debt
securities,  including  commercial  paper and  high-quality  debt obligations of
banks and bank holding companies.  The portfolio's  investments  consist of only
the two highest grades assigned by S&P or Moody's or, if unrated,  judged by the
portfolio's advisor to be of comparable quality.

Growth  Investors  Portfolio:  The investment  objective of the Growth Investors
Portfolio is to attempt to achieve the highest total return  consistent with the
advisor's  determination of reasonable  risk. The portfolio  attempts to achieve
its investment  objective by allocating  varying  portions of its assets among a
number of asset classes.  Equity investments will include publicly traded common
stocks and securities  convertible into common stock equity securities issued by
intermediate  and  small-sized   companies  with  favorable  growth   prospects,
companies in cyclical  industries,  companies  whose  securities are temporarily
undervalued,  companies in special  situations and less widely known  companies.
Fixed-income  investments will include investment grade fixed-income  securities
(including cash and money market  instruments)  and may include  securities that
are rated in the lower rating  categories by recognized  ratings agencies (i.e.,
Ba or lower by Moody's or BB or lower by S&P) or that are unrated but determined
by the advisor to be of comparable quality. Lower rated fixed-income  securities
generally  provide  greater  current  income  than  higher  rated   fixed-income
securities,  but are subject to greater  credit and market risk.  The  portfolio
will not invest  more than 25% of its total  assets in  securities  rated  below
investment  grade,  that is,  securities  rated Ba or lower by  Moody's or BB or
lower by S&P, or unrated  securities  deemed to be of comparable  quality by the
portfolio's advisor.

Conservative  Investors Portfolio:  The investment objective of the Conservative
Investors  Portfolio is to achieve a high total return  without,  in the view of
the advisor,  undue risk of  principal.  The  Conservative  Investors  Portfolio
attempts to achieve its investment  objective by allocating  varying portions of
its assets among  investment  grade,  publicly traded  fixed-income  securities,
money market  instruments  and publicly  traded  common  stocks and other equity
securities of United States and non-United States issuers.

All fixed-income  securities owned by the portfolio will be of investment grade.
This means that they will be in one of the top four rating  categories  assigned
by S&P or  Moody's  or will be  unrated  securities  of  comparable  quality  as
determined by the advisor.

Equity  securities  invested in by the  Conservative  Investors  Portfolio  will
consist of common stocks and securities  convertible into common stocks, such as
convertible  bonds,  convertible  preferred  stocks  and  warrants,   issued  by
companies  with a  favorable  outlook for  earnings  and whose rate of growth is
expected to exceed that of the United States' economy over time.

Growth Portfolio: The investment objective of the Growth Portfolio is to provide
long-term growth of capital. Current income is only an incidental consideration.
The portfolio attempts to achieve its objective by investing primarily in equity
securities of companies with a favorable  outlook for earnings and whose rate of
growth is expected to exceed that of the United States economy over time.

The portfolio invests primarily in common stocks and securities convertible into
common  stocks  such as  convertible  bonds,  convertible  preferred  stocks and
warrants  convertible  into common  stocks.  Because the values of  fixed-income
securities  are  expected  to vary  inversely  with  changes in  interest  rates
generally,  when the advisor expects a general  decline in interest  rates,  the
portfolio may also invest for capital growth in fixed-income securities rated at
the time of purchase  below  investment  grade,  that is securities  rated Ba or
lower by Moody's or BB or lower by S&P, or in unrated  fixed  income  securities
determined by the advisor to be of comparable  quality.  There are certain risks
involved  in  investing  in lower rated fixed  income  securities.  See the fund
prospectus "Growth Portfolio-Investments in High-Yield Securities".

Worldwide  Privatization  Portfolio:  The investment  objective of the Worldwide
Privatization Portfolio is to seek long term capital appreciation. In seeking to
achieve its investment  objective,  as a fundamental  policy, the portfolio will
invest at least 65% of its total assets in equity  securities that are issued by
enterprises that are undergoing, or that have undergone,  privatization although
normally, significantly more of the portfolio's total assets will be invested in
such  securities.  The  balance of the  portfolio's  investment  portfolio  will
include securities of companies that are believed by the portfolio's  advisor to
be beneficiaries of the privatization process.  Equity securities include common
stock,  preferred stock,  rights or warrants to subscribe for or purchase common
or preferred  stock,  securities  (including debt  securities)  convertible into
common or  preferred  stock and  securities  that give the  holder  the right to
acquire common or preferred stock.

The portfolio is designed for investors desiring to take advantage of investment
opportunities,  historically inaccessible to U.S. individual investors, that are
created  by   privatizations  of  state  enterprises  in  both  established  and
developing  economies,  including  those  in  Western  Europe  and  Scandinavia,
Australia,  New Zealand, Latin America, Asia and Eastern and Central Europe and,
to a lesser degree, Canada and the United States.

   
It is  the  intention  of  the  advisor  to  invest  approximately  70%  of  the
portfolio's total assets in securities of enterprises  located in countries with
established  economies and the remainder of the portfolio's assets in securities
of enterprises  located in countries with  developing  economies.  The portfolio
intends to spread  its  portfolio  investments  among the  capital  markets of a
number of countries  and,  under normal  market  conditions,  will invest in the
equity  securities of issuers based in at least four, and normally  considerable
more,  countries.  The percentage of the  portfolio's  assets invested in equity
securities  of companies  based in a particular  country will vary in accordance
with the portfolio  advisor's  assessment of the appreciation  potential of such
securities.  There  is  no  restriction,  however,  on  the  percentage  of  the
portfolio's  assets that may by invested in  countries  within any one region of
the world. To the extent that the portfolio's assets are invested within any one
region, the portfolio may be subject to any special risks that may be associated
with  that  region.  Notwithstanding  the  foregoing,  no more  than  15% of the
portfolio's  total assets will be invested in  securities  of issuers in any one
foreign  country,  except that the  portfolio  may invest up to 30% of its total
assets in securities of issuers in any one of France,  Germany,  Great  Britain,
Italy and Japan.
    

Shareholders  should be aware that  investment  in the  portfolio  involves  the
special risk considerations.  The governments of certain foreign countries have,
to varying degrees, embarked on privatization programs contemplating the sale of
all or part of their interests in state enterprises.  In certain  jurisdictions,
the  ability of foreign  entities,  such as the  portfolio,  to  participate  in
privatizations  may be limited by local law,  or the price or terms on which the
portfolio may be able to  participate  may be less  advantageous  than for local
investors.  Moreover,  there  can be no  assurance  that  governments  that have
embarked on  privatization  programs will continue to divest their  ownership of
state  enterprises,  that  proposed  privatizations  will be  successful or that
government  will not  re-nationalize  enterprises  that  have  been  privatized.
Furthermore,  in the case of certain of the  enterprises  in which the portfolio
may  invest,  large  blocks of the stock of those  enterprises  may be held by a
small group of  stockholders,  even after the initial equity  offerings by those
enterprises.  The sale of some  portion  or all of those  blocks  could  have an
adverse effect on the price of the stock of any such enterprise.

Because  substantially  all  of the  portfolio's  assets  will  be  invested  in
securities  denominated in foreign currencies and a corresponding portion of the
portfolio's revenues will be received in such currencies,  the dollar equivalent
of the portfolio's net assets and  distributions  will be adversely  affected by
reductions  in the value of  certain  foreign  currencies  relative  to the U.S.
dollar. Such changes will also affect the portfolio's income. The portfolio may,
but is not required  to,  utilize  various  investment  strategies  to hedge its
portfolio against currency and other risks.






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

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

================================================================================
            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT
          CONTAINS FURTHER DETAILS ABOUT THE ALLIANCE CAPITAL NAVIGATOR
                                ANNUITY (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 by:

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

                                 Distributed by:

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



 ALLIANCE   4/8/96  10:21 AM

                                                               
                       STATEMENT OF ADDITIONAL lNFORMATION

                     THE ALLIANCE CAPITAL NAVIGATOR ANNUITY

The variable investment options thereunder,  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
ALLIANCE  CAPITAL  NAVIGATOR  ANNUITY  CONTRACTS ISSUED BY AMERICAN SKANDIA LIFE
WHICH ARE REFERRED TO HEREIN.

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


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


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                                                                    <C>
Item                                                                                                                   Page

General Information Regarding American Skandia Life Assurance Corporation                                                 1
Principal Underwriter                                                                                                     1
Calculation of Performance Data                                                                                           2
Unit Price Determinations                                                                                                 3
Calculating the Market Value Adjustments                                                                                  4
Independent Auditors                                                                                                      5
Legal Experts                                                                                                             5
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 company,  and are subject to  Connecticut  law governing
insurance companies.  Our mailing address is P.O. Box 883, Shelton,  Connecticut
06484.

     PRINCIPAL  UNDERWRITER:  American Skandia  Marketing,  Incorporated  ("ASM,
Inc."),  formerly  Skandia  Life Equity  Sales  Corporation  serves as principal
underwriter for the Annuities. We and ASM, Inc. are wholly-owned subsidiaries of
American Skandia Investment Holding Corporation.




ACN-SAI (05/96)

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.

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.

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  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.

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.  The Standard Total
Return figures reflect all charges and fees and are quoted  assuming  redemption
at the end of the period.  Non-standard  Total Return is  calculated in the same
manner as the standardized total returns except that the calculations  assume no
redemption  at the end of the periods,  and thus these  figures do not take into
consideration the Annuity's contingent deferred sales charge.

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

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

<S>                               <C>      <C>        <C>      <C>    <C>         <C>      <C>       <C>     <C>   <C>
AVP U.S. Government/
    High Grade Bond               10.06%    4.49%      N/A     N/A    3.88%       17.56%    6.15%      N/A   N/A    5.12%
AVP Total Return                  14.42%    6.06%      N/A     N/A    6.35%       21.92%    7.67%      N/A   N/A    7.65%
AVP International                  0.77%    9.40%      N/A     N/A    9.62%        8.27%   10.91%      N/A   N/A   10.85%
AVP Short-Term
    Multi-Market                  -2.20%   -1.17%    2.17%     N/A    0.83%        5.30%    0.67%    2.80%   N/A    1.30%
AVP Growth and Income             26.53%   11.75%      N/A     N/A    9.00%       34.03%   13.20%      N/A   N/A    9.50%
AVP Premier Growth                35.37%   13.46%      N/A     N/A   15.63%       42.87%   14.87%      N/A   N/A   16.51%
AVP North American
    Government Income             13.47%      N/A      N/A     N/A   -0.78%       20.97%      N/A      N/A   N/A    3.12%
AVP Global Dollar
    Government                    13.74%      N/A      N/A     N/A    6.80%       21.24%      N/A      N/A   N/A   10.51%
AVP Utility Income                12.23%      N/A      N/A     N/A    7.52%       19.73%      N/A      N/A   N/A   11.26%
AVP Global Bond                   15.61%    6.71%      N/A     N/A    7.76%       23.11%    8.30%      N/A   N/A    8.36%
AVP Conservative Investors         8.07%      N/A      N/A     N/A    7.69%       15.57%      N/A      N/A   N/A   13.16%
AVP Growth Investors              11.39%      N/A      N/A     N/A    8.50%       18.89%      N/A      N/A   N/A   13.95%
AVP Growth                        25.99%      N/A      N/A     N/A   24.55%       33.49%      N/A      N/A   N/A   29.26%
AVP Worldwide Privatization        1.88%      N/A      N/A     N/A    2.60%        9.38%      N/A      N/A   N/A    7.67%
</TABLE>

The  performance   quoted  in  any  advertising   should  not  be  considered  a
representation  of the  performance  of any  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 fund portfolios and upon prevailing market conditions and the
response of the underlying  mutual fund  portfolios to such  conditions.  Actual
performance will also depend on changes in the expenses of the underlying mutual
fund  portfolios.  In addition,  the amount of charges against each  Sub-account
will affect performance.

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

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

(a) is the net result of:

                  (1) the net asset  value per  share of the  underlying  mutual
fund  portfolio  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 portfolio 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 portfolio 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 this Prospectus. The formula is:

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

                                     where:

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

                  J is the Current Rate 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 ( the
                  "Remaining Period");

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

     No MVA applies in  determining  a Fixed  Allocation's  Account Value on its
Maturity  Date,  and,  where  required by law, the 30 days prior to the Maturity
Date.

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

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

(a) MVA = [(1+I)/(1+J)]N/12 = [1.05/1.035]2 = 1.029196; and

(b) Account Value = Interim Value X MVA = $59,571.12.

     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)]N/12 = [1.05/1.06]2 = 0.981221; and

(b) Account Value = Interim Value X MVA = $56,794.30.

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).
Financial statements  regarding American Skandia Life Assurance  Corporation are
included  in the  Prospectus.  Financial  statements  for  the  Sub-accounts  of
Variable Account B offered  pursuant to the Prospectus are included herein.  The
financial  statements included herein and in the Prospectus have been audited by
Deloitte & Touche  LLP,  to the extent and for the  periods  indicated  in their
reports  and are  included  herein in  reliance  upon the report of said firm 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
statements which follow are those of American Skandia Life Assurance Corporation
Variable Account B (Class 1 Sub-accounts)  for the year ended December 31, 1995.
There are other  Sub-accounts  included in Variable Account B (Class 1) that are
not available in the product described in the applicable prospectus.
    

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

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

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


                            

                                   APPENDIX A

 

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.]



















                                     PART C

                                OTHER INFORMATION


<PAGE>



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

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

     (b) Exhibits are attached as indicated.

         (1)      Copy of the  resolution of the board of directors of Depositor
                  authorizing the  establishment  of the Registrant for Separate
                  Account  B  (previously  filed  in  the  initial  Registration
                  Statement No. 33-19363, filed December 30, 1987).

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

         (3)      (a)      Form  of  Revised  Principal   Underwriting  Agreement  between  American  Skandia  Life
                           Assurance  Corporation and American Skandia  Marketing,  Incorporated,  formerly Skandia
                           Life Equity Sales Corporation  (previously  filed in  Post-Effective  Amendment No. 3 to
                           Registration Statement No. 33-44436, filed April 20, 1993).

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

         (4)      Copy of the form of the  Annuity  (previously  filed in  Post-Effective  Amendment  No. 5 to this
                  Registration Statement, filed February 22, 1995).

         (5)      A copy of the  application  form  used  with the  annuity  (previously  filed  in  Post-Effective
                  Amendment No. 5 to this Registration Statement, filed February 22, 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)      Not applicable.

         (8)      Agreement between  Depositor and Alliance  Variable Products Series Fund, Inc.  (previously filed
                  in Pre-Effective Amendment No. 1 to Registration Statement No. 33-44436, filed March 30, 1992).

         (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 the  initial  Registration
                  Statement to this Registration Statement, filed May 7, 1992).

         (14)     Not applicable.
</TABLE>



<PAGE>


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
                  ("ASIST"),   formerly   American  Skandia  Business   Services
                  Corporation:   The   organization   is  a   general   business
                  corporation  organized in the State of  Delaware.  Its primary
                  purpose is to provide  various  types of business  services to
                  American Skandia Investment Holding Corporation and all of its
                  subsidiaries    including   computer   systems    acquisition,
                  development  and  maintenance,  human  resources  acquisition,
                  development and management, accounting and financial reporting
                  services and general office services.

         (2)      American  Skandia  Marketing,   Incorporated  ("ASM,   Inc."),
                  formerly   Skandia   Life  Equity   Sales   Corporation:   The
                  organization is a general  business  corporation  organized in
                  the State of Delaware. It was formed primarily for the purpose
                  of acting as a  broker-dealer  in  securities.  It acts as the
                  principal  "underwriter"  of  annuity  contracts  deemed to be
                  securities,   as  required  by  the  Securities  and  Exchange
                  Commission,  which  insurance  policies  are to be  issued  by
                  American  Skandia  Life  Assurance  Corporation.  It  provides
                  securities  law  supervisory   services  in  relation  to  the
                  marketing of those products of American Skandia Life Assurance
                  Corporation  registered as  securities.  It also provides such
                  services in relation to  marketing  of certain  public  mutual
                  funds. It also has the power to carry on a general  financial,
                  securities,  distribution,  advisory,  or investment  advisory
                  business;  to act as a general  agent or broker for  insurance
                  companies  and to render  advisory,  managerial,  research and
                  consulting  services for maintaining and improving  managerial
                  efficiency and operation.

         (3)      American Skandia Investment Services,  Incorporated ("ASISI"),
                  formerly  American Skandia Life Investment  Management,  Inc.:
                  The organization is a general business  corporation  organized
                  in the state of Connecticut. The organization is authorized to
                  provide investment service and investment management advice in
                  connection with the purchasing, selling, holding or exchanging
                  of  securities   or  other  assets  to  insurance   companies,
                  insurance-related  companies, mutual funds or business trusts.
                  Its primary role is expected to be as  investment  manager for
                  certain  mutual funds to be made available  primarily  through
                  the  variable  insurance  products  of American  Skandia  Life
                  Assurance Corporation.

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

   
     Item 27. Number of Contract Owners: As of December 31, 1995, there were 462
owners of Annuities.
    

Item 28.  Indemnification:  Under  Section  33-320a of the  Connecticut  General
Statutes,  the Depositor must indemnify a director or officer against judgments,
fines,  penalties,  amounts paid in settlement and reasonable expenses including
attorneys'  fees, for actions brought or threatened to be brought against him in
his  capacity  as a  director  or officer  when  certain  disinterested  parties
determine that he acted in good faith and in a manner he reasonably  believed to
be in the best interests of the Depositor. In any criminal action or proceeding,
it also must be determined that the director or officer had no reason to believe
his conduct was unlawful.  The director or officer must also be indemnified when
he  is  successful  on  the  merits  in  the  defense  of  a  proceeding  or  in
circumstances where a court determines that he is fairly and reasonable entitled
to be indemnified,  and the court approves the amount. In shareholder derivative
suits,  the  director or officer must be finally  adjudged not to have  breached
this duty to the  Depositor  or a court  must  determine  that he is fairly  and
reasonably  entitled to be indemnified  and must approve the amount.  In a claim
based upon the  director's  or  officer's  purchase or sale of the  Registrants'
securities,  the director or officer may obtain  indemnification only if a court
determines that, in view of all the  circumstances,  he is fairly and reasonably
entitled  to be  indemnified  and  then  for  such  amount  as the  court  shall
determine.  The By-Laws of American Skandia Life Assurance Corporation ("ASLAC")
also provide directors and officers with rights of  indemnification,  consistent
with Connecticut Law.

The foregoing statements are subject to the provisions of Section 33-320a.

Directors and officers of ASLAC and ASM, Inc. can also be  indemnified  pursuant
to indemnity  agreements  between each director and officer and American Skandia
Investment Holding  Corporation,  a corporation  organized under the laws of the
state of Delaware.  The  provisions of the  indemnity  agreement are governed by
Section 45 of the General Corporation Law of the State of Delaware.

The  directors and officers of ASLAC and ASM, Inc. are covered under a directors
and officers  liability  insurance  policy issued by an  unaffiliated  insurance
company to Skandia  Insurance  Company Ltd., their ultimate parent.  Such policy
will reimburse ASLAC or ASM, Inc., as applicable, for any payments that it shall
make  to  directors  and  officers  pursuant  to law  and,  subject  to  certain
exclusions  contained  in the  policy,  will pay any other  costs,  charges  and
expenses,  settlements and judgments  arising from any proceeding  involving any
director or officer of ASLAC or ASM, Inc., as applicable,  in his or her past or
present capacity as such.

Registrant  hereby  undertakes  as  follows:   Insofar  as  indemnification  for
liabilities  arising  under  the  Securities  Act of  1933  (the  "Act")  may be
permitted to directors,  officers and controlling persons of Registrant pursuant
to the foregoing provisions,  or otherwise,  Registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in the Act and, therefore,  is unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by  Registrant  of  expenses  incurred  or paid by a director,
officer or  controlling  person of Registrant in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, unless in the opinion
of  Registrant's  counsel the matter has been settled by controlling  precedent,
Registrant  will  submit to a court of  appropriate  jurisdiction  the  question
whether such  indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

Item 29.  Principal Underwriters:

     (a) At present,  ASM, Inc. acts as principal underwriter only for annuities
to be issued by ASLAC.

     (b) Directors and officers of ASM, Inc.
   
<TABLE>
<CAPTION>
<S>                                                                             <C>  
                                                                                Positions and
Name and Principal Business Address                                             Offices With Underwriter

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

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

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

Paul De Simone                                                                  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 26, 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 26, 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 26, 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. 9    Opinion and consent of Werner & Kennedy

                  No. 10   Consent of Deloitte & Touche LLP



(212) 408-6900



                                                                  April 26, 1996
American Skandia Life
Assurance Corporation
One Corporate Drive
Shelton, Connecticut  06484

                  Re:    Post-effective Amendment No. 7 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.:  33-47753
                         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. 33-47753,  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  Post-effective  Amendment No. 1 on Form S-1 filed by American
Skandia Life Assurance Corporation, Registrant, Registration No.: 33-89678.

                  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. 7 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. 7 to  Registration
Statement No. 33-47753 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  20, 1996  relating  to American  Skandia  Life  Assurance  Corporation
Variable  Account  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 26, 1996


<TABLE> <S> <C>

<ARTICLE>                                   6
<LEGEND>                            Separate Account Class 1
</LEGEND>
<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>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission