AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS
N-4 EL, 1997-05-08
Previous: VARIABLE ACCOUNT D OF FORTIS BENEFITS INSURANCE CO, 497J, 1997-05-08
Next: PINNACLE BANC GROUP INC, 10-Q, 1997-05-08




EDB

        Filed with the Securities and Exchange Commission on May 8, 1997
Registration No. 333-                       Investment Company Act No. 811-5438
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

         Initial Registration Statement under The Securities Act of 1933
                                     and/or
         Registration Statement under The Investment Company Act of 1940

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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                               (Name of Depositor)

                 ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
              (Address of Depositor's Principal Executive Offices)
                                 (203) 926-1888
                         (Depositor's Telephone Number)
                    M. PRISCILLA PANNELL, CORPORATE SECRETARY
                 One Corporate Drive, Shelton, Connecticut 06484
               (Name and Address of Agent for Service of Process)

                                    Copy To:

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

                Approximate Date of Proposed Sale to the Public:

    AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVE DATE OF THIS REGISTRATION
                                   STATEMENT.
   It is proposed that this filing become effective: (check appropriate space)
   immediately upon filing pursuant to paragraph (b) of Rule 485
   on __________pursuant to paragraph (b) of Rule 485
   60 days after filing pursuant to paragraph (a) (i) of Rule 485
   on __________pursuant to paragraph (a) (i) of Rule 485
   75 days after filing pursuant to paragraph (a) (ii) of Rule 485
   on May 1, 1997 pursuant to paragraph (a)(ii) of Rule 485 
If appropriate,  check the following box:
   This post-effective amendment designates a new effective date for a 
   previously filed post-effective amendment.
<TABLE>
<CAPTION>
====================================================================================================================================
        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
        <S>                        <C>                    <C>                   <C>                   <C> 
                                                          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
- ------------------------------------------------------------------------------------------------------------------------------------
   American Skandia Life Assurance
   Corporation Annuity Contracts    Indefinite*          Indefinite*                                       $0
====================================================================================================================================
</TABLE>
          *Pursuant to Rule 24f-2 of the Investment Company Act of 1940


- --------------------------------------------------------------------------------
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 of the  Investment  Company Act of
1940. The Rule 24f-2 Notice for  Registrant's  fiscal year 1996 was filed within
90 days of the close of the fiscal year.
- --------------------------------------------------------------------------------
Registrant  hereby amends this  Registration  Statement on such date or dates as
may be necessary to delay its effective date until the  registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


EDB
<TABLE>
<CAPTION>
                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)
<S>           <C>                  <C>                  <C>           <C>                        <C>  

              N-4 Item No.                                                                       Prospectus Heading

1.            Cover Page                                                                                 Cover Page

2.            Definitions                                                                               Definitions

3.            Synopsis or Highlights                                                                     Highlights

4.            Condensed Financial Information                          Condensed Financial Information, Advertising

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

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

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

8.            Annuity Period                                                                       Annuity Payments

9.            Death Benefit                                                                           Death Benefit

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

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

12.           Taxes                                                                      Certain Tax Considerations

13.           Legal Proceedings                                                                   Legal Proceedings

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

                                                                                                        SAI Heading

15.           Cover Page                                                        Statement of Additional Information

16.           Table of Contents                                                                   Table of Contents

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

18.           Services                                                                         Independent Auditors

19.           Purchase of Securities Being Offered                    Noted in Prospectus under Exchange Contracts,
                                                                          Skandia's Systematic Investment Plan and
                                                                                              Sale of the Annuities

20.           Underwriters                                                                    Principal Underwriter

                                   (Continued)


                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

              N-4 Item No.                                                                             SAI Headings

21.           Calculation of Performance Data                                       Calculation of Performance Data

22.           Annuity Payments                                           Noted in Prospectus under Annuity Payments

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

                                                                                                     Part C Heading

24.           Financial Statements and Exhibits                                                Financial Statements
                                                                                                       and Exhibits

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

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

27.           Number of Contractowners                                                     Number of Contractowners

28.           Indemnification                                                                       Indemnification

29.           Principal Underwriters                                                         Principal Underwriters

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

31.           Management Services                                                               Management Services

32.           Undertakings                                                                             Undertakings

</TABLE>

This  Prospectus  describes a type of annuity (the  "Annuity")  being offered by
American Skandia Life Assurance Corporation ("we", "our" or "us"), One Corporate
Drive, Shelton, Connecticut, 06484. This flexible premium Annuity may be offered
as individual annuity contracts or as interests in a group annuity. The Table of
Contents is on Page 4. Definitions  applicable to this Prospectus are on page 6.
The  highlights  of this  offering  are  described  beginning  on  Page 8.  This
Prospectus  contains a detailed discussion of matters you should consider before
purchasing  this Annuity.  A Statement of Additional  Information has been filed
with the  Securities  and Exchange  Commission  and is available from us without
charge upon request. The contents of the Statement of Additional Information are
described on page [ ]. The Annuity or certain of its investment  options may not
be  available  in all  jurisdictions.  Various  rights and  benefits  may differ
between jurisdictions to meet applicable laws and/or regulations.

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

Account Value in the variable investment options increases or decreases daily to
reflect investment  performance and the deduction of charges.  No minimum amount
is guaranteed (see "Account Value in the Sub-accounts"). The variable investment
options are Class 1 Sub-accounts of American Skandia Life Assurance  Corporation
Variable Account B ("Separate Account B")(see "Separate  Accounts" and "Separate
Account  B").  Each  Sub-account  invests  exclusively  in one  portfolio  of an
underlying  mutual fund or in an underlying  mutual fund. As of the date of this
Prospectus,  the underlying  mutual funds (and the portfolios of such underlying
mutual funds in which  Sub-accounts  offered pursuant to this Prospectus invest)
are: (a) American Skandia Trust (portfolios - JanCap Growth,  AST Janus Overseas
Growth, Lord Abbett Growth and Income,  Federated Utility Income, Federated High
Yield,  AST Money  Market,  T.  Rowe  Price  Asset  Allocation,  T.  Rowe  Price
International   Equity,  T.  Rowe  Price  Natural   Resources,   T.  Rowe  Price
International  Bond,  T.  Rowe  Price  Small  Company  Value,  Founders  Capital
Appreciation, Founders Passport, INVESCO Equity Income, PIMCO Total Return Bond,
PIMCO Limited Maturity Bond, Berger Capital Growth,  Robertson  Stephens Value +
Growth, AST Putnam Value Growth & Income, AST Putnam  International  Equity, AST
Putnam  Balanced,   Twentieth  Century  Strategic  Balanced,  Twentieth  Century
International  Growth);  (b) The Alger American Fund (portfolios - Growth, Small
Capitalization, MidCap Growth); (c) Neuberger & Berman Advisers Management Trust
(portfolio - Partners); and (d) Montgomery Variable Series (portfolio - Emerging
Markets).

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

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

                              (continued on Page 2)

- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.  PLEASE
READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
                  FOR FURTHER INFORMATION CALL 1-800-752-6342.
Prospectus Dated: June 30, 1997   
Statement of Additional Information Dated: June 30, 1997
EDB-PROS-(06/97)


<PAGE>



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

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.


<PAGE>











                    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..........................................................................................................11
EXPENSE EXAMPLES..................................................................................................................12
CONDENSED FINANCIAL INFORMATION...................................................................................................13
   Unit Prices And Numbers Of Units...............................................................................................13
   Yields On Money Market Sub-account.............................................................................................17
INVESTMENT OPTIONS................................................................................................................17
   Variable Investment Options....................................................................................................17
   Fixed Investment Options.......................................................................................................18
OPERATIONS OF THE SEPARATE ACCOUNTS...............................................................................................19
   Separate Accounts..............................................................................................................19
   Separate Account B.............................................................................................................20
   Separate Account D.............................................................................................................20
INSURANCE ASPECTS OF THE ANNUITY..................................................................................................21
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY................................................................................21
   Contingent Deferred Sales Charge...............................................................................................21
   Maintenance Fee................................................................................................................22
   Tax Charges....................................................................................................................22
   Transfer Fee...................................................................................................................22
   Allocation Of Annuity Charges..................................................................................................22
CHARGES ASSESSED AGAINST THE ASSETS...............................................................................................22
CHARGES OF THE UNDERLYING MUTUAL FUNDS............................................................................................23
PURCHASING ANNUITIES..............................................................................................................23
   Uses Of The Annuity............................................................................................................23
   Application And Initial Payment................................................................................................23
   Skandia's Systematic Investment Plan...........................................................................................24
   Periodic Purchase Payments.....................................................................................................24
   Right to Return the Annuity....................................................................................................24
   Allocation of Net Purchase Payments............................................................................................24
   Balanced Investment Program....................................................................................................24
   Ownership, Annuitant and Beneficiary Designations..............................................................................25
ACCOUNT VALUE AND SURRENDER VALUE.................................................................................................25
   Account Value in the Sub-accounts..............................................................................................25
   Account Value of the Fixed Allocations.........................................................................................26
RIGHTS, BENEFITS AND SERVICES.....................................................................................................26
   Additional Purchase Payments...................................................................................................26
   Changing Revocable Designations................................................................................................27
   Allocation Rules...............................................................................................................27
   Transfers......................................................................................................................27
     Renewals.....................................................................................................................28
     Dollar Cost Averaging........................................................................................................28
     Rebalancing..................................................................................................................29
   Distributions..................................................................................................................29
     Surrender....................................................................................................................29
     Medically-Related Surrender..................................................................................................29
     Free Withdrawals.............................................................................................................30
     Partial Withdrawals..........................................................................................................30
     Systematic Withdrawals.......................................................................................................31
     Minimum Distributions........................................................................................................31
     Death Benefit................................................................................................................32
     Death Benefit................................................................................................................32
     Annuity Payments.............................................................................................................34
     Qualified Plan Withdrawal Limitations........................................................................................35
   Pricing of Transfers and Distributions.........................................................................................35
   Voting Rights..................................................................................................................36
   Transfers, Assignments or Pledges..............................................................................................36
   Reports to You.................................................................................................................36
SALE OF THE ANNUITIES.............................................................................................................37
   Distribution...................................................................................................................37
   Advertising....................................................................................................................37
CERTAIN TAX CONSIDERATIONS........................................................................................................38
   Our Tax Considerations.........................................................................................................38
   Tax Considerations Relating to Your Annuity....................................................................................38
     Non-natural Persons..........................................................................................................38
     Natural Persons..............................................................................................................38
     Loans, Assignments and Pledges...............................................................................................39
     Gifts........................................................................................................................39
     Penalty on Distributions.....................................................................................................39
     Annuity Payments.............................................................................................................39
     Tax Free Exchanges...........................................................................................................39
     Transfers Between Investment Options.........................................................................................40
     Estate and Gift Tax Considerations...........................................................................................40
     Generation-Skipping Transfers................................................................................................40
     Diversification..............................................................................................................40
     Federal Income Tax Withholding...............................................................................................40
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans....................................................40
     Individual Retirement Programs...............................................................................................40
     Tax Sheltered Annuities......................................................................................................41
     Corporate Pension and Profit-sharing Plans...................................................................................41
     Tax Treatment of Distributions from Qualified Annuities......................................................................41
     Section 457 Plans............................................................................................................41
OTHER MATTERS.....................................................................................................................41
   Deferral of Transactions.......................................................................................................41
   Resolving Material Conflicts...................................................................................................41
   Modification...................................................................................................................42
   Misstatement of Age or Sex.....................................................................................................42
   Ending the Offer...............................................................................................................42
   Indemnification................................................................................................................42
   Legal Proceedings..............................................................................................................42
THE COMPANY.......................................................................................................................43
   Lines of Business..............................................................................................................43
   Selected Financial Data........................................................................................................43
   Management's Discussion and Analysis of Financial Condition and Results of Operations..........................................45
   Results of Operation...........................................................................................................45
   Liquidity and Capital Resources................................................................................................46
     Segment Information..........................................................................................................47
   Reinsurance....................................................................................................................47
   Future Fees Payable to Parent..................................................................................................47
   Surplus Notes..................................................................................................................47
   Reserves.......................................................................................................................48
   Competition....................................................................................................................48
   Employees......................................................................................................................48
   Regulation.....................................................................................................................48
   Executive Officers and Directors...............................................................................................49
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...............................................................................52
FINANCIAL STATEMENTS..............................................................................................................52
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION..................................................53
APPENDIX B  SHORT DESCRIPTIONS  OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT
  OBJECTIVES AND POLICIES.........................................................................................................53
</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 a specific type of Systematic Withdrawal such that the
amounts  payable are not less than the minimum  amounts that must be distributed
each year from an Annuity if used in relation to certain  qualified  plans under
the Code.

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

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

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

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

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

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

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

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

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

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

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

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

"You" or "your" means the Owner.



<PAGE>


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

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

During  the  accumulation  phase,  we  currently  offer  a  number  of  variable
investment options. Each of these investment options is a Class 1 Sub-account of
Separate  Account B. Each  Sub-account  invests  exclusively  in one  underlying
mutual fund, or a portfolio of an underlying  mutual fund. The underlying mutual
fund  portfolios  are  managed by various  investment  advisors,  and in certain
cases, various  sub-advisors.  A short description of the investment  objectives
and policies is found in Appendix B. Certain variable investment options may not
be available in all jurisdictions.

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

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

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

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

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

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

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

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

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

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

         (5) Charge Assessed Against the Assets: An insurance charge is assessed
against  assets  in the  Sub-accounts.  No charge is  deducted  from the  assets
supporting Fixed  Allocations.  For more  information,  see the section entitled
Charge Assessed Against the Assets.

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

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

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

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

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

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

AVAILABLE  INFORMATION:  A Statement of Additional Information is available from
us  without  charge  upon  request  by  filling in the coupon at the end of this
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance Corporation, Concierge Desk, P.O. Box 883, Shelton, CT 06484. You also
may forward such a request  electronically to our Customer Service Department or
call   us   at    1-(800)-752-6342.    Our    electronic    mail    address   is
[email protected].  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  exhibits  thereto at the SEC's  public  reference
facilities at the above address, Room 1024, and at the SEC's Regional Offices, 7
World Trade Center, New York, NY, and the Everett McKinley Dirksen Building, 219
South  Dearborn  Street,  Chicago,  IL.  These  documents,  as well as documents
incorporated  by  reference,  may also be obtained  through  the SEC's  Internet
Website  (http://www.sec.gov)  for this  registration  statement  as well as for
other registrants that file electronically with the SEC.

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.  The  Annual  Report on Form 10-K for the year
ended December 31, 1996 and Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1997 previously filed by the Company with the SEC under the Securities
Exchange Act of 1934 is incorporated by reference in 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.  Our electronic mail
address is [email protected].



<PAGE>


CONTRACT  EXPENSE  SUMMARY:  The summary  provided  below  includes  information
regarding  the  expenses  for your  Annuity,  for the  Sub-accounts  and for the
underlying mutual fund portfolios.  The only expense  applicable if you allocate
all your Account Value to Fixed  Allocations  would be the  contingent  deferred
sales charge.  More detail regarding the expenses of the underlying mutual funds
and their  portfolios  may be found either in the  prospectuses  for such mutual
funds or in the  annual  reports  of such  mutual  funds.  The  expenses  of our
Sub-accounts  (not those of the underlying  mutual fund  portfolios in which our
Sub-accounts  invest)  are the same no  matter  which  Sub-account  you  choose.
Therefore,  these expenses are only shown once below. In certain states, premium
taxes may be applicable.

<TABLE>
<CAPTION>
                            Your Transaction Expenses

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

Contingent  Deferred  Sales Charge,  as a                Year 1 -7.0%;  year 2 - 6.0%;  year 3-  5.0%; year 4 - 4.0% year 5 - 3.0%; 
percentage of Purchase Payments liquidated,                     year 6 - 2.0%;  year 7 - 1.0% year 8 and  thereafter  - 0% of each 
 in New York  State                               Purchase  Payment as measured from the date it was allocated to Account
  Value

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

Tax Charges                                                             Dependent on the requirements of the applicable jurisdiction

Transfer Fee                                                             $10 for each transfer after the twelfth in any Annuity Year
</TABLE>

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

Insurance Charge                                                           1.40%

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

Unless  otherwise  indicated,  the expenses  shown below are for the year ending
December 31, 1996.  "N/A"  indicates  that no entity has agreed to reimburse the
particular  expense  indicated.  The  expenses  of  the  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
on both a reimbursed and not reimbursed basis, if applicable.



<PAGE>
<TABLE>
<CAPTION>


                                                                                                 Total          Total
                                                                                                Annual         Annual
                                  Management    Management          Other         Other        Expenses       Expenses
                                      Fee           Fee           Expenses      Expenses       after any     without any
                                   after any    without any       after any    without any    applicable     applicable
Portfolio:                         voluntary     voluntary     any applicable  applicable      waiver or      waiver or
                                    waiver        waiver        reimbursement reimbursement  reimbursement  reimbursement
- ------------------------------------------------------------------------------------------------------------------------------------
American Skandia Trust
<S>                                   <C>         <C>                <C>          <C>               <C>        <C>          
  Lord Abbett Growth and Income       N/A         0.75%              N/A          0.22%             N/A        0.97%
  JanCap Growth                       N/A         0.90%              N/A          0.20%             N/A        1.10%
  AST Janus Overseas Growth(1)        N/A         1.00%              N/A          0.42%             N/A        1.42%
  AST Money Market                  0.45%         0.50%            0.15%          0.21%           0.60%        0.71%
  Federated Utility Income            N/A         0.67%              N/A          0.26%             N/A        0.93%
  Federated High Yield                N/A         0.75%              N/A          0.28%             N/A        1.03%
  T. Rowe Price Asset Allocation      N/A         0.85%              N/A          0.35%             N/A        1.20%
  T. Rowe Price Int'l Equity          N/A         1.00%              N/A          0.30%             N/A        1.30%
  T. Rowe Price Natural Resources     N/A         0.90%              N/A          0.40%             N/A        1.30%
  T. Rowe Price Int'l Bond(2)         N/A         0.80%              N/A          0.36%             N/A        1.16%
  T. Rowe Price Small Co. Value(1)    N/A         0.90%              N/A          0.37%             N/A        1.27%
  Founders Capital Appreciation       N/A         0.90%              N/A          0.26%             N/A        1.16%
  Founders Passport                   N/A         1.00%              N/A          0.36%             N/A        1.36%
  INVESCO Equity Income               N/A         0.75%              N/A          0.23%             N/A        0.98%
  PIMCO Total Return Bond             N/A         0.65%              N/A          0.24%             N/A        0.89%
  PIMCO Limited Maturity Bond         N/A         0.65%              N/A          0.24%             N/A        0.89%
  Berger Capital Growth               N/A         0.75%              N/A          0.26%             N/A        1.01%
  Robertson Stephens Value + Growth(3)N/A         1.00%              N/A          0.33%             N/A        1.33%
  Twentieth Century Int'l Growth(1)   N/A         1.00%              N/A          0.42%             N/A        1.42%
  Twentieth Century Strategic Balanced(1)           N/A            0.85%            N/A           0.33%          N/A  1.18%
  AST Putnam Value Growth & Income(1) N/A         0.75%              N/A          0.33%             N/A        1.08%
  AST Putnam Int'l Equity(4)          N/A         0.89%              N/A          0.27%             N/A        1.16%
  AST Putnam Balanced(5)              N/A         0.75%              N/A          0.24%             N/A        0.99%

The Alger American Fund
  Growth                              N/A         0.75%              N/A          0.04%             N/A        0.79%
  Small Capitalization                N/A         0.85%              N/A          0.03%             N/A        0.88%
  MidCap Growth                       N/A         0.80%              N/A          0.04%             N/A        0.84%

Neuberger & Berman Advisers
   Management Trust
  Partners                            N/A         0.84%                +          0.11%               +        0.95%

Montgomery Variable Series
  Emerging Markets(3)               0.23%         1.25%            1.22%          1.22%           1.45%        2.47%
</TABLE>

(1) These Portfolios were first offered publicly in January 1997. Expenses shown
are based on estimated  amounts for the current fiscal year. 
(2) Prior to May 1, 1996, the Investment Manager had engaged Scudder,  Stevens &
Clark, Inc. as Sub-advisor for the Portfolio,  for a total Investment Management
fee payable at the annual  rate of 1.00% of the average  daily net assets of the
Portfolio.  As of May 1, 1996, the Investment Manager engaged Rowe Price-Fleming
International,  Inc. as Sub-advisor  for the Portfolio,  for a total  Investment
Management  fee  payable at the  annual  rate of .80% of the  average  daily net
assets of the  Portfolio.  The  Management  Fee in the above chart  reflects the
current Investment Management fee payable to the Investment Manager.
(3)  This  Portfolio  commenced  operation  in May,  1996.  Expenses  shown  are
estimated.
(4) Prior to October 15,  1996,  the  Investment  Manager  had engaged  Seligman
Henderson  Co.  as  Sub-advisor  for  the  Portfolio,  for  a  total  Investment
Management  fee  payable at the annual  rate of 1.0% of the  average  daily nets
assets of the Portfolio.  The Investment  Manager had also voluntarily agreed to
waive a portion of its fee equal to .15% on assets in excess of $75 million.  As
of  October  15,  1996,  the  Investment   Manager  engaged  Putnam   Investment
Management,  Inc.  as  Sub-advisor  for the  Portfolio,  for a total  Investment
Management  fee  payable at the  annual  rate of 1.0% of the  average  daily net
assets  of the  Portfolio  not  in  excess  of $75  million;  plus  .85%  of the
Portfolio's average daily net assets over $75 million. The Management Fee in the
above  chart  reflects  the  current  Investment  Management  fee payable to the
Investment Manager.
(5) Prior to October 15,  1996,  the  Investment  Manager  had  engaged  Phoenix
Investment  Counsel,  Inc.  as  Sub-advisor  for  the  Portfolio,  for  a  total
Investment  Management  fee  payable at the annual  rate of .75% of the  average
daily net assets of the Portfolio not in excess of $75 million; plus .65% of the
Portfolio's average daily net assets in excess of $75 million. As of October 15,
1996,  the Investment  Manager  engaged Putnam  Investment  Management,  Inc. as
Sub-advisor for the Portfolio,  for a total Investment Management fee payable at
the annual rate of .75% of the average  daily net assets of the Portfolio not in
excess of $300 million; plus .70% of the Portfolio's average daily net assets in
excess of $300  million.  The  Management  Fee in the above chart  reflects  the
current Investment Management fee payable to the Investment Manager.

The  purpose of the above  table is to assist you in  understanding  the various
costs and expenses  that you would bear directly or indirectly as an investor in
the Portfolio(s).

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

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

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

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

<TABLE>
<CAPTION>
           Examples (amounts shown are rounded to the nearest dollar)

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



<PAGE>


                                                                 44
                                                       After:                                                   After:
Sub-accounts                             1 yr.   3 yr.    5 yr.   10 yr.                            1 yr.    3 yr.    5 yr.   10 yr.
- ------------

<S>                                      <C>      <C>      <C>      <C>                               <C>      <C>     <C>     <C>
JanCap Growth                            101      141      178      291                               26       81      138     291
AST Janus Overseas Growth                105      151      194      324                               30       91      154     324
LA Growth and Income                     100      137      171      278                               25       77      131     278
Fed Utility Inc                          100      136      169      274                               25       76      129     274
Fed High Yield                           101      139      174      285                               26       79      134     285
AST Money Market                          96      125      152      240                               21       65      112     240
T. Rowe Price Asset Allocation           102      144      183      301                               27       84      143     301
T. Rowe Price International Equity       103      147      188      311                               28       87      148     311
T. Rowe Price Natural Resources          103      147      188      311                               28       87      148     311
T. Rowe Price International Bond         102      143      181      298                               27       83      141     298
T. Rowe Price Small Company Value        103      146      186      308                               28       86      146     308
Founders Capital Appreciation            102      143      181      298                               27       83      141     298
Founders Passport                        104      149      191      318                               29       89      151     318
INVESCO Equity Income                    100      137      172      280                               25       77      132     280
PIMCO Total Return Bond                   99      134      167      270                               24       74      127     270
PIMCO Limited Maturity Bond               99      134      167      270                               24       74      127     270
Berger Capital Growth                    100      138      173      283                               25       78      133     283
RS Value + Growth                        104      148      189      314                               29       88      149     314
AST Putnam Value Growth & Income         101      140      177      290                               26       80      137     290
AST Putnam International Equity          102      143      181      298                               27       83      141     298
AST Putnam Balanced                      100      137      172      280                               25       77      132     280
Twentieth Century Strategic Balanced     102      143      182      300                               27       83      142     300
Twentieth Century International Growth   105      151      194      324                               30       91      154     324
AA Growth                                 98      131      162      260                               23       71      122     260
AA Small Capitalization                   99      134      167      270                               24       74      127     270
AA MidCap Growth                          99      133      164      265                               24       73      124     265
NB Partners                              100      136      170      277                               25       76      130     277
MV Emerging Markets                      105      151      195      325                               30       91      155     325
</TABLE>

CONDENSED  FINANCIAL  INFORMATION:  The Unit  Prices  and number of Units in the
Sub-accounts that commenced operations prior to January 1, 1997 are shown below,
as is yield  information  on the AST Money  Market  Sub-account.  All or 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  such
Sub-accounts under the Annuity offered pursuant to this Prospectus.

         Unit Prices And Numbers Of Units:  The following  table shows:  (a) the
Unit Price as of the dates  shown for Units in each of the Class 1  Sub-accounts
of Separate Account B that commenced operations prior to January 1, 1997 and are
being offered  pursuant to this Prospectus or which we offer pursuant to certain
other  prospectuses;  and (b) the  number  of  Units  outstanding  in each  such
Sub-account  as of the dates shown.  The year in which  operations  commenced in
each  such  Sub-account  is  noted in  parentheses.  The  portfolios  in which a
particular Sub-account invests may or may not have commenced operations prior to
the date such Sub-account commenced  operations.  The initial offering price for
each Sub-account was $10.00.

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

                         AA                                                             AST
                        Small                            AA              AST          Putnam
                      Capitali-          AA            MidCap          Money        International    Founders          JanCap
                       zation          Growth          Growth          Market         Equity          Passport          Growth
                       (1988)          (1988)          (1993)          (1992)         (1989)           (1995)           (1992)
                       ------          ------          ------          ------         ------           ------           ------
No. of Units
<S>                <C>             <C>             <C>             <C>             <C>               <C>              <C>       
  as of 12/31/96   14,939,269      15,666,357      14,528,945      42,435,169      17,220,688        9,922,698        46,779,164
  as of 12/31/95   12,317,364      12,092,291       8,299,743      30,564,442      14,393,137        2,601,283        28,662,737
  as of 12/31/94    9,356,764       5,614,760       4,308,374      27,491,389      14,043,215                0        22,354,170
  as of 12/31/93    7,101,658       2,997,458       1,450,892      11,422,783       9,063,464                0        13,603,637
  as of 12/31/92    4,846,024       1,482,037               0         457,872       1,948,773                0         1,476,139
  as of 12/31/91    2,172,189         559,779               0               0       1,092,902                0                 0
  as of 12/31/90      419,718          82,302               0               0         398,709                0                 0
  as of 12/31/89       35,438           6,900               0               0          29,858                0                 0
  as of 12/31/88        3,000               0               0               0               0                0                 0

Unit Price
  as of 12/31/96       $40.85          $34.84          $20.96          $11.16          $19.70           $11.39            $18.79
  as of 12/31/95        39.78           31.18           19.00           10.77           18.23            10.23             14.85
  as of 12/31/94        27.95           23.18           13.34           10.35           16.80                0             10.91
  as of 12/31/93        29.65           23.18           13.74           10.12           16.60                0             11.59
  as of 12/31/92        26.54           19.19               0           10.01           12.37                0             10.51
  as of 12/31/91        26.00           17.32               0               0           13.69                0                 0
  as of 12/31/90        16.74           12.51               0               0           12.98                0                 0
  as of 12/31/89        15.61           12.19               0               0           13.64                0                 0
  as of 12/31/88         9.63            9.96               0               0               0                0                 0
</TABLE>

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

                         LA                                                           T. Rowe          T. Rowe          T. Rowe
                       Growth            AST             Fed             Fed           Price            Price            Price
                         and           Putnam          Utility          High           Asset        International       Natural
                       Income         Balanced         Income           Yield       Allocation         Equity          Resources
                       (1992)          (1993)          (1993)          (1994)         (1994)           (1994)           (1995)
No. of Units
<S>                <C>             <C>              <C>            <C>              <C>             <C>                <C>      
  as of 12/31/96   28,937,085      20,691,852       9,062,152      15,460,522       8,863,840       32,628,595         6,061,852
  as of 12/31/95   18,411,759      20,163,848       8,642,186       6,915,158       4,868,956       17,935,251           808,605
  as of 12/31/94    7,479,449      13,986,604       7,177,232       2,106,791       2,320,063       11,166,758                 0
  as of 12/31/93    4,058,228       8,743,758       5,390,887               0               0                0                 0
  as of 12/31/92      956,949               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0

Unit Price
  as of 12/31/96       $17.79          $13.70          $13.41          $12.62          $13.30           $11.70            $14.19
  as of 12/31/95        15.22           12.49           12.20           11.27           11.92            10.39             11.01
  as of 12/31/94        11.98           10.34            9.81            9.56            9.80             9.49                 0
  as of 12/31/93        11.88           10.47           10.69               0               0                0                 0
  as of 12/31/92        10.60               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0
</TABLE>

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

                       T. Rowe                                          PIMCO          PIMCO
                        Price         Founders         INVESCO          Total         Limited          Berger
                    International      Capital         Equity          Return        Maturity         Capital             NB
                        Bond        Appreciation       Income           Bond           Bond            Growth          Partners
                       (1994)          (1994)          (1994)          (1994)         (1995)           (1994)           (1995)
                       ------          -----           ------          ------         ------           ------           ------
No. of Units
<S>                 <C>            <C>             <C>             <C>             <C>               <C>              <C>       
  as of 12/31/96    8,677,712      12,282,211      23,592,226      29,921,643      18,894,375        9,563,858        18,457,334
  as of 12/31/95    4,186,695       6,076,373      13,883,712      19,061,840      15,058,644        3,658,836         7,958,498
  as of 12/31/94    1,562,364       2,575,105       6,633,333       4,577,708               0          301,267                 0
  as of 12/31/93            0               0               0               0               0                0                 0
  as of 12/31/92            0               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0

Unit Price
  as of 12/31/96       $10.98          $16.54          $14.23          $11.48          $10.62           $13.99            $15.39
  as of 12/31/95        10.51           13.97           12.33           11.26           10.37            12.20             12.05
  as of 12/31/94         9.59           10.69            9.61            9.61               0             9.94                 0
  as of 12/31/93            0               0               0               0               0                0                 0
  as of 12/31/92            0               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0
</TABLE>

            Sub-account and the Year Sub-account Operations Commenced

                         RS              MV
                       Value +        Emerging
                       Growth          Markets
                       (1996)          (1996)
No. of Units
  as of 12/31/96    4,324,161       2,360.940
  as of 12/31/95            0               0
  as of 12/31/94            0               0
  as of 12/31/93            0               0
  as of 12/31/92            0               0
  as of 12/31/91            0               0
  as of 12/31/90            0               0
  as of 12/31/89            0               0
  as of 12/31/88            0               0

Unit Price
  as of 12/31/96       $10.89          $10.25
  as of 12/31/95            0               0
  as of 12/31/94            0               0
  as of 12/31/93            0               0
  as of 12/31/92            0               0
  as of 12/31/91            0               0
  as of 12/31/90            0               0
  as of 12/31/89            0               0
  as of 12/31/88            0               0


Information  is not shown for  Sub-accounts  that had not  commenced  operations
prior to January 1, 1997.

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

         Yields On Money  Market  Sub-account:  Shown  below are the current and
effective yields for a hypothetical  contract.  The yield is calculated based on
the performance of the AST Money Market  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 charge against
the Sub-account.  Please note that current and effective yield  information will
fluctuate.  This  information  may not  provide  a basis  for  comparisons  with
deposits  in banks or other  institutions  which pay a fixed yield over a stated
period of time, or with  investment  companies  which do not serve as underlying
funds for variable annuities.

 Sub-account                  Current Yield                     Effective Yield
 AST Money Market                  3.53%                              3.59%

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

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

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

                      Sub-account                                             Underlying Mutual Fund Portfolio

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

                      Underlying Mutual Fund:                                      Neuberger & Berman Advisers
                                                                                              Management Trust

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      NB Partners                                                                     Partners

                      Underlying Mutual Fund:                                           American Skandia Trust

                      Sub-account                                            Underlying Mutual Fund Portfolio

                      JanCap Growth                                                              JanCap Growth
                      AST Janus Overseas Growth                                      AST Janus Overseas Growth
                      LA Growth and Income                                       Lord Abbett Growth and Income
                      Fed Utility Inc                                                 Federated Utility Income
                      Fed High Yield                                                      Federated High Yield
                      AST Money Market                                                        AST Money Market
                      T. Rowe Price Asset Allocation                            T. Rowe Price Asset Allocation
                      T. Rowe Price International Equity                    T. Rowe Price International Equity
                      T. Rowe Price Natural Resources                          T. Rowe Price Natural Resources
                      T. Rowe Price International Bond                        T. Rowe Price International Bond
                      T. Rowe Price Small Company Value                      T. Rowe Price Small Company Value
                      Founders Capital Appreciation                              Founders Capital Appreciation
                      Founders Passport                                                      Founders Passport
                      INVESCO Equity Income                                              INVESCO Equity Income
                      PIMCO Total Return Bond                                          PIMCO Total Return Bond
                      PIMCO Limited Maturity Bond                                  PIMCO Limited Maturity Bond
                      Berger Capital Growth                                              Berger Capital Growth
                      RS Value + Growth                                      Robertson Stephens Value + Growth

                      Underlying Mutual Fund:                                           American Skandia Trust

                      AST Putnam Value Growth & Income                        AST Putnam Value Growth & Income
                      AST Putnam International Equity                          AST Putnam International Equity
                      AST Putnam Balanced                                                  AST Putnam Balanced
                      Twentieth Century Strategic Balanced                Twentieth Century Strategic Balanced
                      Twentieth Century International Growth            Twentieth Century International Growth

                      Underlying Mutual Fund:                                       Montgomery Variable Series

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      MV Emerging Markets                        Montgomery Variable Series:  Emerging Markets
</TABLE>

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

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

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

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

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

The prospectus for any underlying  mutual fund or funds being  considered by you
should  be read in  conjunction  herewith.  A copy  of  each  prospectus  may be
obtained without charge from us by calling our Concierge Desk, 1-800-752-6342 or
writing  to us at either  P.O.  Box 883,  Attention:  Concierge  Desk,  Shelton,
Connecticut,   06484-0883,   or  to  our   electronic   mail  address  which  is
[email protected].

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

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

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

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

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

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

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 insurance risks in relation to
Fixed Allocations, general economic trends and competition. OUR MANAGEMENT MAKES
THE FINAL  DETERMINATION AS TO INTEREST RATES TO BE CREDITED.  WE CANNOT PREDICT
THE RATES WE WILL DECLARE IN THE FUTURE.

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

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

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

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

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

Separate  Account  B is  registered  with the SEC  under  the 1940 Act as a unit
investment trust, which is a type of investment  company.  This does not involve
any supervision by the SEC of the investment  policies,  management or practices
of Separate Account B. Each Sub-account  invests only in a single mutual fund or
mutual fund portfolio.

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

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

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

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

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

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

If you  surrender,  withdraw or transfer  Account Value from a Fixed  Allocation
before the end of its  Guarantee  Period,  you bear the risk inherent in the MVA
(see  "Account  Value of the Fixed  Allocations").  The Account Value of a Fixed
Allocation is guaranteed on its Maturity Date (and,  where  required by law, the
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 include 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
a  nationally  recognized  statistical  rating  organization  ("NRSRO")  such as
Standard & Poor's or Moody's Investor Services, Inc.

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

         (3) We have the sole discretion to employ  investment  managers that we
believe are qualified,  experienced and reputable to manage Separate  Account D.
We currently employ  investment  managers for Separate Account D including,  but
not  limited  to,  J.P.  Morgan  Investment  Management  Inc.  Each  manager  is
responsible for investment  management of different portions of Separate Account
D.  From  time  to  time  additional  investment  managers  may be  employed  or
investment  managers may cease being  employed.  We are under no  obligation  to
employ or continue to employ any investment manager(s).

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

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

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

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

         Contingent  Deferred Sales Charge:  Although we incur sales expenses in
connection  with  the  sale of  contracts  (for  example,  preparation  of sales
literature,  expenses  of selling  and  distributing  the  contracts,  including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be  assessed.  We assess a  contingent  deferred  sales  charge  against the
portion of any  withdrawal or surrender  that is deemed to be a  liquidation  of
your Purchase  Payments paid within the preceding  seven years.  The  contingent
deferred sales charge applies to each Purchase Payment that is liquidated. It is
a decreasing  percentage of each Purchase Payment being  liquidated.  The charge
decreases  as the  Purchase  Payment  ages.  The aging of a Purchase  Payment is
measured  from the date it is  applied  to your  Account  Value.  The charge for
Annuities issued for delivery in jurisdictions except New York is: year 1 -7.5%;
year 2 - 7.0%;  year 3 - 6.0%; year 4 - 5.0%; year 5 - 4.0%; year 6 - 3.0%; year
7 - 2.0%;  year 8 and  thereafter  - 0%.  The charge  for  Annuities  issued for
delivery in New York is: year 1 -7.0%;  year 2 - 6.0%;  year 3 - 5.0%;  year 4 -
4.0%; year 5 - 3.0%; year 6 - 2.0%; year 7 - 1.0%; year 8 and thereafter - 0%.

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

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

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

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

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

         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.

         Tax  Charges:  In several  states a tax is payable.  We will deduct the
amount of tax  payable  at the time the tax is  imposed  under  applicable  law.
However,  we  reserve  the  right to deduct  premium  taxes,  if any,  from your
Purchase  Payments,  from  your  Account  Value at the time of a  withdrawal  or
surrender of any type,  or when applied under an Annuity  option.  The amount of
the tax varies from jurisdiction to jurisdiction.  It may also vary depending on
whether the Annuity  qualifies  for certain  treatment  under the Code.  In each
jurisdiction,  the state  legislature  may change the amount of any current tax,
may  decide to impose  the tax,  eliminate  it,  or change  the time it  becomes
payable. In those jurisdictions  imposing such a tax, the tax rates currently in
effect range up to 31/2% and are subject to change.  In addition to state taxes,
local  taxes may also apply.  The  amounts of these  taxes may exceed  those for
state taxes.

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

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

CHARGES  ASSESSED  AGAINST  THE  ASSETS:  We assess  the  assets of each Class 1
Sub-account  an  insurance  charge.  The charge is assessed  daily  against each
Sub-account  at the rate of 1.40% per year of the  average  daily total value of
such  Sub-account.  No insurance charge is 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
charge is 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.

From time to time we may reduce the amount of the insurance charge. We may do so
when  Annuities are sold to  individuals  or a group of  individuals in a manner
that reduces maintenance and/or administrative  expenses. We would consider such
factors  as:  (a) the  size and  type of  group;  (b) the  number  of  Annuities
purchased  by an Owner;  (c) the amount of Purchase  Payments;  and/or (d) other
transactions where maintenance and/or  administration  expenses are likely to be
reduced.  Any reduction of such charge will not  discriminate  unfairly  between
Annuity purchasers.  We will not make any change to this charge where prohibited
by law.

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  insurance  charge  may be  insufficient  to cover our
administrative and other costs not related to mortality experience.

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

PURCHASING ANNUITIES: You may purchase an Annuity for various purposes. You must
meet our  requirements  before we issue an Annuity and it takes effect.  Certain
benefits  may  be  available  to  certain  classes  of  purchasers.  You  have a
"free-look"  period during which you may return your Annuity for a refund amount
which  may be less or more  than  your  Purchase  Payment,  except  in  specific
circumstances.

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

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

As of the Issue Date: (a) if the Annuity is to be owned by natural  persons,  at
least one of those persons must be under age 75; and (b) if the Annuity is to be
owned by an entity, the Annuitant must be under age 75.

The minimum  initial  Purchase  Payment we accept is $1,000 unless you authorize
the use of bank drafting to make Purchase  Payments (see  "Skandia's  Systematic
Investment  Plan"). If you choose bank drafting,  we will accept a lower initial
Purchase Payment provided that the Purchase  Payments received in the first year
total at least $1,000.  The initial Purchase Payment must be paid by check or by
wire transfer. It cannot be made through bank drafting. Our Office must give you
prior  approval  before we accept a Purchase  Payment  that would  result in the
Account  Value of all  annuities  you maintain  with us exceeding  $500,000.  We
confirm each Purchase Payment in writing.  Multiple annuities  purchased from us
within the same  calendar year may be treated for tax purposes as if they were a
single annuity (see "Certain Tax Considerations").

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

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

         Periodic  Purchase   Payments:   We  may,  from   time-to-time,   offer
opportunities  to make  Purchase  Payments  automatically  on a periodic  basis,
subject to our rules. These  opportunities may include,  but are not limited to,
certain salary  reduction  programs agreed to by an employer.  As of the date of
this Prospectus,  we only agree to accept Purchase  Payments on such a basis if:
(a) we receive  your  request In Writing for a salary  reduction  program and we
agree to accept Purchase Payments on this basis; (b) the allocations are only to
variable  investment options or the frequency and number of allocations to fixed
investment  options is limited in accordance  with our rules;  and (c) the total
amount 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 a  specified  period  known as a  "free-look"  period.  Depending  on the
applicable legal and regulatory requirements, this period may be within ten days
of receipt,  twenty-one  days of receipt or longer.  To  exercise  your right to
return the Annuity during the "free-look"  period,  you must return the Annuity.
The amount to be refunded is the then current  Account Value plus any tax charge
deducted.   This  is  the  "standard  refund".  If  necessary  to  meet  Federal
requirements for IRAs or certain state law  requirements,  we return the greater
of the "standard  refund" or the Purchase Payments received less any withdrawals
(see  "Allocation of Net Purchase  Payments").  We tell you how we determine the
amount payable under any such right at the time we issue your Annuity.  Upon the
termination of the "free-look" period, if you surrender your Annuity, you may be
assessed  certain  charges  (see  "Charges  Assessed or  Assessable  Against the
Annuity").

For  Annuities  subject to New York law,  notice given by mail and return of the
Annuity  by mail are  effective  on being  postmarked,  properly  addressed  and
postage  prepaid.  If the Annuity is returned to the agent,  other than by mail,
the  effective  date of surrender of the Annuity will be the date the Annuity is
received by the agent.  The amount  payable as to any amounts  allocated  to the
variable  investment  options  equals the Account Value plus any fees or charges
deducted  as of the  date the  cancellation  request  is  either  postmarked  or
returned to the agent.  If you choose to allocate  any portion of your  Purchase
Payment to the variable investment options,  you bear the investment risk during
the  period.  The  amount  payable  as to any  amounts  allocated  to the  fixed
investment  options  equals the greater of (i) the  Purchase  Payment,  less any
withdrawals,  or (ii) the current  Account Value of the Annuity plus any fees or
charges  deducted on the date the cancellation  request is either  postmarked or
returned to the agent.

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

Your  initial  Purchase  Payment,  as well as other  Purchase  Payments  will be
allocated in accordance with the then current  requirements of any  rebalancing,
asset  allocation  or market timing  program  which you have  authorized or have
authorized an  independent  third party to use in  connection  with your Annuity
(see "Allocation Rules").  You must provide us with new allocation  instructions
In Writing if you wish to change your current allocations when making subsequent
Purchase Payments.

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

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

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

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

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

You must name an Annuitant.  We do not accept a designation of joint Annuitants.
Where allowed by law, you may name one or more Contingent Annuitants.

There may be adverse tax  consequences  if a  Contingent  Annuitant  succeeds an
Annuitant  and the  Annuity is owned by a trust  that is neither  tax exempt nor
qualifies for preferred  treatment  under certain  sections of the Code, such as
Section  401 (a  "non-qualified"  trust).  In  general,  the Code is designed to
prevent the benefit of tax deferral from  continuing for long periods of time on
an  indefinite  basis.  Continuing  the benefit of tax deferral by naming one or
more Contingent  Annuitants  when the Annuity is owned by a non-qualified  trust
might be deemed an attempt to extend the tax deferral for an indefinite  period.
Therefore,  adverse tax treatment  may depend on the terms of the trust,  who is
named  as  Contingent   Annuitant,   as  well  as  the   particular   facts  and
circumstances.  You should  consult your tax advisor  before naming a Contingent
Annuitant if you expect to use an Annuity in such a fashion.

Where allowed by law, you must name Contingent Annuitants according to our rules
when an  Annuity  is used as a funding  vehicle  for  certain  retirement  plans
designed to meet the requirements of Section 401 of the Code.

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

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

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

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

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

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

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

                                                               where:

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

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

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

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

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

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

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

RIGHTS, BENEFITS AND SERVICES: The Annuity provides various rights, benefits and
services  subsequent  to its  issuance  and your  decision to keep it beyond the
free-look  period. A number of these rights,  benefits and services,  as well as
some of the rules and conditions to which they are subject, are described below.
These rights,  benefits and services include, but are not limited to: (a) making
additional  Purchase  Payments;   (b)  changing  revocable   designations;   (c)
transferring  Account Values between investment options;  (d) receiving lump sum
payments, Systematic Withdrawals or Minimum Distributions,  annuity payments and
death  benefits;  (e)  transferring  or assigning  your Annuity;  (f) exercising
certain  voting rights in relation to the  underlying  mutual funds in which the
Sub-accounts  invest;  and (g) receiving  reports.  These  rights,  benefits and
services may be limited,  eliminated  or altered when an Annuity is purchased in
conjunction  with a  qualified  plan.  We may  require  presentation  of  proper
identification, including a personal identification number ("PIN") issued by us,
prior to accepting any  instruction by telephone or other  electronic  means. We
forward  your PIN to you  shortly  after your  Annuity is issued.  To the extent
permitted by law or regulation,  neither we nor any person authorized by us will
be responsible  for any claim,  loss,  liability or expense in connection with a
telephonic  or  electronic  transfer  if we or such other  person  acted on such
transfer  instructions  in good  faith  in  reliance  on your  authorization  of
telephone and/or electronic  transfers and on reasonable  procedures to identify
persons so authorized through  verification  methods which may include a request
for your Social  Security  number or a personal  identification  number (PIN) as
issued by us. We may be liable  for  losses due to  unauthorized  or  fraudulent
instructions should we not follow such reasonable procedures.

         Additional  Purchase Payments:  The minimum for any additional Purchase
Payment  is $100,  except as part of a bank  drafting  program  (see  "Skandia's
Systematic  Investment Plan"), 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 most recent instructions received at the
time of or previous to receipt of an additional Purchase Payment.

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

         Allocation  Rules:  As of the  date  of  this  Prospectus,  during  the
accumulation  phase you may maintain Account Value in multiple  Sub-accounts and
an unlimited  number of Fixed  Allocations.  We reserve the right, to the extent
permitted by law, to limit the number of  Sub-accounts  or Fixed  Allocations or
the  amount you may  allocate  to any Fixed  Allocation.  As of the date of this
Prospectus,  we limited the number of Sub-accounts  available at any one time to
ten.  Should you  request a  transaction  that would leave less than any minimum
amount we then require in an  investment  option,  we reserve the right,  to the
extent  permitted  by law,  to add the  balance  of your  Account  Value  in the
applicable Sub-account or Fixed Allocation to the transaction and close out your
balance in that investment option.

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

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

         Transfers:  In the  accumulation  phase you may transfer  Account Value
between  investment  options,  subject to our allocation  rules (see "Allocation
Rules").   Transfers  are  not  subject  to  taxation  (see  "Transfers  Between
Investment  Options").  We charge $10.00 for each transfer  after the twelfth in
each Annuity Year,  including  transfers  transacted as part of any rebalancing,
market  timing,  asset  allocation  or similar  program  which you employ or you
authorize  to be  employed on your  behalf.  Transfers  transacted  as part of a
dollar cost averaging  program are not counted in determining the  applicability
of the  transfer  fee.  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 or through means such as electronic mail with appropriate authorization.

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

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

In order to help you determine  whether you wish to transfer Account Values to a
Fixed Allocation,  you may obtain our Current Rates by writing us, calling us at
1-800-766-4530  or contact our customer  service  department  electronically  at
[email protected].   When  calling  by  phone,   please  have  readily
available  your  Annuity  number  and  your  PIN  number.   When  contacting  us
electronically,  please  provide  your PIN number,  social  security or tax I.D.
number and the Annuity contract number.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  Distributions:   Distributions  available  from  your  Annuity
during the accumulation  phase include surrender,  medically-related  surrender,
free withdrawals, partial withdrawals, Systematic Withdrawals (including 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.
Distributions  from your Annuity of any amounts  derived from Purchase  Payments
paid by personal  check may be delayed  until such time as the check has cleared
the applicable financial institution upon which such check was drawn.

                  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
without application of any contingent deferred sales charge upon occurrence of a
"Contingency  Event".  This waiver of any applicable  contingent  deferred sales
charge is subject to our rules, including but not limited to the following:  (a)
the Annuitant  must be named or any change of Annuitant  must be accepted by us,
prior to the "Contingent Event" described below; (b) the Annuitant must be alive
as of the date we pay the proceeds of such surrender  request;  (c) if the Owner
is one or more natural persons, all such Owners must also be alive at such time;
(d) we must receive  satisfactory proof of the Annuitant's  confinement or Fatal
Illness In Writing;  and (e) this benefit is not available if the total Purchase
Payments  received exceed  $500,000.00 for all annuities  issued by us with this
benefit for which the same person is named as Annuitant.

A "Contingency Event" occurs if the Annuitant is:

         (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.

"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.
Specific details and definitions of terms in relation to this benefit may differ
in certain jurisdictions.

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

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

The maximum amount available as a free withdrawal during any Annuity Year, where
permitted by law, is the greater of (a) or (b), where:

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

                  (b) is 10% of "new" Purchase Payments ("new" Purchase Payments
                    are defined below).

"Growth" equals the then current Account Value less all "unliquidated"  Purchase
Payments.  "Unliquidated" means not previously  surrendered or withdrawn.  "New"
Purchase Payments are those received in the seven (7) years prior to the date as
of which a free withdrawal occurs. For purposes of the contingent deferred sales
charge,  amounts withdrawn as a free withdrawal are not considered a liquidation
of Purchase Payments.  Therefore, any free withdrawal will not reduce the amount
of any applicable  contingent  deferred sales charge upon any partial withdrawal
or subsequent surrender.

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

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

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

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

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

                  Systematic  Withdrawals:  We offer  Systematic  Withdrawals of
earnings  only,  principal  plus  earnings or a flat dollar  amount.  Generally,
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.  However,  we will permit  Systematic
Withdrawals from Fixed Allocations of principal plus earnings in connection with
a program  of  "substantially  equal  periodic  payments"  designed  to meet the
requirements  of Section 72(t) of the Code, as described in more detail below. 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 unless
it is part of a program of  withdrawals of principal plus earnings which we only
allow in conjunction with a program of "substantially  equal periodic  payments"
designed to meet the requirements of Section 72(t) of the Code. We calculate the
Fixed  Allocation's  credited  interest since the prior withdrawal as A minus B,
plus C, where:

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

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

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

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

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

If your Annuity is used as a funding vehicle for certain  retirement  plans that
receive  special tax treatment  under  Sections 401,  403(b) or 408 of the Code,
Section  72(t) of the Code may  provide an  exception  to the 10% penalty tax on
distributions made prior to age 59 1/2 if you elect to receive  distributions as
a series  of  "substantially  equal  periodic  payments".  Distributions  in any
Annuity  Year  received  under this  provision  that exceed the  maximum  amount
available as a free  withdrawal  will be subject to  contingent  deferred  sales
charges.  If distributions are to be taken from Fixed Allocations  pursuant to a
program  based on payments of  principal  and  earnings,  such  amounts  will be
subject to the MVA. To receive distributions in the form of "substantially equal
periodic  payments" in accordance with the exception to the 10% penalty found in
Section 72(t) of the Code, you must provide us with certain required information
In Writing on a form acceptable to us.

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:  Minimum  Distributions  are a special
type of Systematic Withdrawal program.  Minimum Distributions are subject to all
the rules applicable to Systematic  Withdrawals unless we specifically  indicate
that one or more of such rules do not apply.  In addition,  certain  rules apply
only to 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. Requests to
calculate a Minimum Distribution amount must be made three (3) days prior to the
date  that  your  Minimum   Distribution  payment  is  processed  to  allow  for
calculation  and  processing of the required  amount.  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 concurrently available with any other program of Systematic Withdrawals. You
may  elect  to  have  Minimum   Distributions   paid  out  monthly,   quarterly,
semi-annually or annually.  The $100 minimum for Systematic Withdrawals does not
apply to Minimum Distributions.

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"). Minimum Distributions from Fixed Allocations are not subject to the
limitation  on  Systematic  Withdrawals  that  limits a  program  of  Systematic
Withdrawals  from Fixed  Allocations  only to  earnings  accrued  after  program
inception.

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

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

                  Death Benefit: Death BenefitIn the accumulation phase, a death
benefit is  available.  If the Annuity is owned by one or more natural  persons,
the death benefit is payable upon the first death of such Owners. If the Annuity
is owned by an entity,  the death benefit is payable upon the Annuitant's death,
if there is no Contingent  Annuitant.  If a Contingent  Annuitant was designated
before the Annuitant's  death and the Annuitant  dies, the Contingent  Annuitant
then becomes the Annuitant and a death benefit is not currently  payable.  There
may be  adverse  tax  consequences  for  certain  entity  Owners  if they name a
Contingent Annuitant (see "Ownership, Annuitant and Beneficiary Designations").

The person  upon whose  death the death  benefit is paid is referred to below as
the  "decedent."  The death  benefit is  calculated  according to the  following
rules:

For Annuities with one Owner,  if the current Owner dies on or before the "Death
Benefit Target Date" as defined  below,  the death benefit equals the greater of
A, B and C where:

         A is the Account  Value in the  Sub-accounts  plus the Interim Value in
any Fixed  Allocations as of the date we receive In Writing "due proof of death"
as described below;

         B is the sum of all  Purchase  Payments  each  increasing  daily  at an
interest rate of 5% per year minus the sum of all  withdrawals  each  increasing
daily at an interest  rate of 5% per year to the Owner's date of death,  but not
to exceed 200% of the  difference  between the sum of all Purchase  Payments and
the sum of all withdrawals; and

         C is the "Highest  Anniversary  Value" on or immediately  preceding the
Owner's date of death.

The Highest  Anniversary Value is determined as of the date of the Owner's death
and equals the greatest of all previous  "Anniversary  Values"  before the Death
Benefit  Target  Date.   "Anniversary   Value"  is  the  Account  Value  in  the
Sub-accounts plus the Interim Value in the Fixed Allocations on each anniversary
of the Issue Date plus the sum of all Purchase  Payments since such  anniversary
less the sum of all withdrawals since such  anniversary.  For Annuities with one
Owner, the "Death Benefit Target Date" is the anniversary of the Issue Date that
occurs during the calendar year that the current Owner reaches age 80.

If the current Owner dies on or after the Death Benefit  Target Date,  the death
benefit equals the greater of D, E and F where:

         D is the Account  Value as of the date we receive In Writing "due proof
of death" as described  below (an MVA may be  applicable to amounts in any Fixed
Allocations); and

         E is the sum of all  Purchase  Payments  each  increasing  daily  at an
interest rate of 5% per year as of the Death  Benefit  Target Date minus the sum
of all withdrawals  each increasing  daily at an interest rate of 5% per year as
of the Death  Benefit  Target  Date,  but not to exceed  200% of the  difference
between the sum of all Purchase  Payments and the sum of all  withdrawals  as of
the Death Benefit  Target Date plus the sum of all Purchase  Payments since such
date less the sum of all withdrawals since such date; and

         F is the  Highest  Anniversary  Value  calculated  as of Death  Benefit
Target Date plus the sum of all Purchase  Payments  since such date less the sum
of all withdrawals since such date.

For Annuities  with joint Owners,  the death benefit is calculated  according to
the rules set out above  except  that the  "Death  Benefit  Target  Date" is the
anniversary  of the Issue Date that  occurs  during the  calendar  year that the
oldest  current  Owner  reaches age 80  regardless  of whether such Owner is the
decedent.

For  example,  if either of two Owners dies after  either  Owner has reached the
Death Benefit Target Date, the death benefit would be the greatest of A, B and C
where:

         A is the  Account  Value (an MVA may be  applicable  to any  amounts in
Fixed  Allocations)  as of the date we receive "due proof of death" as described
below;

         B is the sum of all  Purchase  Payments  each  increasing  daily  at an
interest rate of 5% per year minus the sum of all  withdrawals  each  increasing
daily at an interest  rate of 5% per year as of the Death  Benefit  Target Date,
but  not to  exceed  200% of the  difference  between  the  sum of all  Purchase
Payments and the sum of all withdrawals as of the Death Benefit Target Date plus
the sum of all Purchase Payments since such date less the sum of all withdrawals
since such date; and

         C is the Highest  Anniversary Value as described above calculated as of
Death Benefit Target Date plus the sum of all Purchase  Payments since such date
less the sum of all withdrawals since such date.

For  entity  owned  Annuities  (the  decedent  must  be  the  Annuitant),  if no
Contingent  Annuitants were named as of the decedent's date of death,  the death
benefit is calculated as described  above for Annuities  with one Owner,  except
the term "Annuitant"  replaces the term "Owner". The "Death Benefit Target Date"
is the  anniversary  of the Issue Date that occurs during the calendar year that
the Annuitant reaches age 80.

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

If a decedent  was not named as an Owner or  Annuitant  as of the Issue Date and
did not become such as a result of a prior  Owner's or  Annuitant's  death,  the
death  benefit  described  above is  suspended  as to that person for a two year
period  from the date he or she  first  became  an Owner or  Annuitant.  If that
person's  death  occurs  during  the  suspension  period  and on or  before  the
applicable  Death Benefit Target Date, the death benefit is the Account Value in
the  Sub-accounts  plus the  Interim  Value in the Fixed  Allocations.  If death
occurs during the suspension  period and the after the applicable  Death Benefit
Target Date, the death benefit is the Account Value. After the suspension period
is completed,  the death benefit is the same as if such person had been an Owner
or Annuitant on the Issue Date.

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

During the  accumulation  period,  if the Owner dies and the  Beneficiary is the
Owner's spouse,  then such Owner's spouse may elect to be treated as the current
Owner and continue the Annuity in lieu of receiving the death benefit.

During the accumulation  period, if the Annuity is entity owned and a Contingent
Annuitant replaces an Annuitant, the age of any such Contingent Annuitant on the
date of death will be used to calculate the death benefit.

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

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

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

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

You may choose an Annuity Date,  an annuity  option and the frequency of annuity
payments  when you  purchase  an  Annuity,  or at a later  date.  Your choice of
Annuity  Date and  annuity  option may be limited  depending  on your use of the
Annuity and the applicable jurisdiction. Subject to our rules, you may choose an
Annuity  Date,  option and  frequency  of  payments  suitable  to your needs and
circumstances.  You should consult with competent tax and financial  advisors as
to the  appropriateness  of any such choice.  For Annuities  subject to New York
law,  the Annuity  Date for such  Annuities  may not exceed the first day of the
calendar month following the Annuitant's 90th 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) where allowed by law, fixed monthly  payments will
commence under option 2, described below,  with 10 years certain.  For Annuities
subject to New York 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
90th  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, where permitted by law, the annuity option you select
must include a certain period of not less than 5 years' duration. As a result of
this rule, making additional Purchase Payments within seven years of the Annuity
Date will prevent you from choosing an annuity  option with a certain  period of
less than 5 years'  duration.  Annuity  options in  addition  to those shown are
available  with our consent.  The minimum  initial amount payable is the minimum
initial annuity amount we allow under our then current rules. Should you wish to
receive a lump sum payment,  you must request to surrender your Annuity prior to
the Annuity Date (see "Surrender").

You may elect to have any amount of the proceeds due to the Beneficiary  applied
under any of the options  described below, but only to the extent selecting such
an option  does not alter the tax status of the  Annuity.  Except  where a lower
amount is required by law, the minimum monthly annuity payment is $100.

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

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

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

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

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

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

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

                  Qualified  Plan  Withdrawal  Limitations:  The  Annuities  are
endorsed such that there are surrender or  withdrawal  limitations  when used in
relation to certain retirement plans for employees which are designed to 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.

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

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

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

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

The pricing of transfers and distributions  involving  Sub-accounts includes the
determination  of the  applicable  Unit  Price  for  the  Units  transferred  or
distributed.   The  pricing  of  transfers  and  distributions  involving  Fixed
Allocations includes the determination of any applicable MVA. Any applicable MVA
alters the amount  available when all the Account Value in a Fixed Allocation is
being  transferred  or  distributed.  Any  applicable  MVA  alters the amount of
Interim  Value  needed  when  only a  portion  of the  Account  Value  is  being
transferred  or  distributed.  Unit Prices may change each  Valuation  Period to
reflect the investment  performance of the  Sub-accounts.  The MVA applicable to
each Fixed  Allocation  changes  once each month and also each time we declare a
different  rate for new Fixed  Allocations.  Payment  is subject to our right to
defer transactions for a limited period (see "Deferral of Transactions").

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

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

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

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

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

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

         Transfers, Assignments or Pledges: Generally, your rights in an Annuity
may be transferred,  assigned or pledged for loans at any time.  However,  these
rights may be limited depending on your use of the Annuity.  These  transactions
may be subject to income  taxes and  certain  penalty  taxes (see  "Certain  Tax
Considerations").  You may  transfer,  assign or pledge  your  rights to another
person at any time,  prior to any death upon which the death benefit is payable.
You must request a transfer or provide us a copy of the assignment In Writing. A
transfer or  assignment is subject to our  acceptance.  Prior to receipt of this
notice,  we will not be deemed to know of or be obligated  under any  assignment
prior to our receipt and acceptance thereof. We assume no responsibility for the
validity  or  sufficiency  of any  assignment.  Transfer  of all or a portion of
ownership rights may affect the minimum death benefit (see "Death Benefits").

         Reports  to You:  We mail to Owners,  at their  last  known  address of
record,  any  statements  and reports  required by applicable law or regulation.
Owners should  therefore give us prompt notice of any address change.  We send a
confirmation  statement  to Owners  each time a  transaction  is made  affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or  withdrawals.  Quarterly  statements  are also mailed  detailing the activity
affecting your Annuity during the calendar quarter.  You may request  additional
reports.  We  reserve  the right to  charge  up to $50 for each such  additional
report.  Instead of immediately  confirming  transactions  made pursuant to some
type of periodic transfer program (such as a dollar cost averaging program) or a
periodic Purchase Payment program,  such as a salary reduction  arrangement,  we
may confirm such  transactions  in quarterly  statements.  You should review the
information in these  statements  carefully.  All errors or corrections  must be
reported  to us at our  Office as soon as  possible  and no later  than the date
below to assure proper accounting to your Annuity. For transactions for which we
immediately send  confirmations,  we assume all transactions are accurate unless
you  notify  us  otherwise  within  10  days  from  the  date  you  receive  the
confirmation.  For  transactions  that  are  only  confirmed  on  the  quarterly
statement,  we assume all  transactions are accurate unless you notify us within
10 days from the date you  receive the  quarterly  statement.  All  transactions
confirmed  immediately or by quarterly statement are deemed conclusive after the
applicable 10 day period.  We may also send 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."), a
wholly-owned subsidiary of American Skandia Investment Holding Corporation, acts
as the principal  underwriter of the Annuities.  ASM, Inc.'s principal  business
address is One  Corporate  Drive,  Shelton,  Connecticut  06484.  ASM, Inc. is a
member of the National Association of Securities Dealers, Inc. ("NASD").

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

From time to time we may promote the sale of our products  and the  solicitation
of additional purchase payments, where applicable,  for our products,  including
Annuities  offered  pursuant to this  Prospectus,  through  programs of non-cash
rewards to registered  representatives of participating  broker-dealers.  We may
withdraw or alter such promotions at any time.

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

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

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

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

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

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

American  Skandia Life Assurance  Corporation  may advertise its rankings and/or
ratings by independent financial ratings services. Such rankings may help you in
evaluating our ability to meet our obligations in relation to Fixed Allocations,
pay minimum death benefits,  pay annuity payments or administer Annuities.  Such
rankings  and  ratings do not reflect or relate to the  performance  of Separate
Account B.


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

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

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

Amounts  received  under a contract on its complete  surrender,  redemption,  or
maturity are  includible in gross income to the extent that they exceed the cost
of the contract,  i.e.,  they exceed the total  premiums or other  consideration
paid for the contract  minus amounts  received  under the contract that were not
reportable as gross income.

                  Loans,  Assignments and Pledges:  Any amount received directly
or indirectly as a loan from, or 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.

                  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 income
tax purposes as a distribution.

                  Penalty on Distributions:  Subject to certain exceptions,  any
distribution  from an annuity not used in conjunction  with  qualified  plans 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 received
as an annuity on or after the  annuity  start  date 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.

                  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.

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

                  Generation-Skipping  Transfers:  Under the Code certain  taxes
may be due when all or part of an annuity is  transferred  to or a death benefit
is paid to an  individual  two or more  generations  younger  than the  contract
holder.  These 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  savings  incentive  match plans for employees
using the employees' IRAs. These arrangements are known as Simple-IRAs. Employer
contributions  that may be made to Simple-IRAs  are larger than the amounts that
may be contributed to other IRAs, and may be deductible to the employer.

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

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

                  H.R. 10 Plans:  Annuities may also be used to fund benefits of
retirement  plans  established by  self-employed  individuals for themselves and
their  employees.  These are commonly known as "H.R. 10 Plans" or "Keogh Plans".
These  plans  are  subject  to  most  of  the  same  types  of  limitations  and
requirements as retirement plans established by corporations. However, the exact
limitations and requirements may differ from those for corporate plans.

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

                  Section 457 Plans:  Under  Section  457 of the Code,  deferred
compensation  plans  established  by  governmental  and certain other tax exempt
employers for their employees may invest in annuity  contracts.  The Code limits
contributions and distributions,  and imposes eligibility  requirements as well.
Contributions  are not taxable to  employees  until  distributed  from the plan.
However,  plan assets remain the property of the employer and are subject to the
claims of the employer's  general creditors until such assets are made available
to participants or their beneficiaries.

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

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

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

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

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

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  (ASLAC) 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
(ASIHC),  whose  ultimate  parent is Skandia  Insurance  Company Ltd., a Swedish
company.  The Company  markets  its  products to  broker-dealers  and  financial
planners  through an internal field marketing  staff.  In addition,  the Company
markets  through and in conjunction  with financial  institutions  such as banks
that are permitted directly, or through affiliates, to sell 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 products within Mexico.  The Company's  investment in Skandia Vida, S.A.
de C.V. is $1,398,285 at December 31,1996.

         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.

         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 years
ended December 31, 1996,  1995,  1994,  1993 and 1992 has not been audited.  The
selected financial data has been derived from the full financial  statements for
the years  ended  December  31,  1996,  1995,  1994,  1993 and 1992  which  were
presented in conformity with generally accepted accounting  principles and which
were audited by Deloitte & Touche LLP, independent auditors, whose report on the
Company's  consolidated  financial  statements as of December 31, 1996 and 1995,
and for the three  years in the period  ended  December  31,  1996,  is included
herein.

<TABLE>
<CAPTION>
                                                                               FOR THE YEAR ENDED DECEMBER 31,
                                                 1996             1995           1994            1993           1992
                                                 ----             ----           ----            ----           ----
               Income Statement Data:
               Revenues:
               <S>                                            <C>            <C>              <C>            <C>         
               Annuity charges and fees*  $  69,779,522 $     38,837,358 $   24,779,785   $   11,752,984 $   4,846,134
               Fee income                    16,419,690        6,205,719      2,111,801          938,336       125,179
               Net investment income          1,585,819        1,600,674      1,300,217          692,758       892,053
               Annuity premium income           125,000                0         70,000          101,643     1,304,629
               Net realized capital
                gains/(losses)                  134,463           36,774         (1,942)         330,024       195,848
               Other income                      34,154           64,882         24,550            1,269        15,119
                                    ---------------------------------------- ------------------ -----------------------
               Total revenues          $     88,078,648 $     46,745,407 $   28,284,411   $   13,817,014 $   7,378,962
                                       ================ ================ ==============   ============== =============
               Benefits and Expenses:
               Annuity benefits                 613,594          555,421        369,652         383,515        276,997
               Increase/(decrease) in annuity
                 policy reserves                634,540       (6,778,756)     5,766,003       1,208,454      1,331,278
               Cost of minimum death benefit
                 reinsurance                  2,866,835        2,056,606              0               0              0
               Return credited
                 to contractowners              672,635       10,612,858       (516,730)        252,132        560,243
               Underwriting, acquisition and
                 other insurance expenses    49,915,661       35,970,524     18,942,720       9,547,951     11,338,765
               Interest expense              10,790,716        6,499,414      3,615,845         187,156              0
                                       ----------------------------------- ----------------- ----------------- ---------
               Total benefits and expenses$  65,493,981 $     48,916,067  $  28,177,490  $   11,579,208 $   13,507,283
                                          ================================  =============== ============== =============
               Income tax (benefit) expense$ (4,038,357)$        397,360  $     247,429  $      182,965 $            0
                                           =================================== ================= ========================

               Net income (loss)        $    26,623,024 $     (2,568,020) $    (140,508) $    2,054,841 $    (6,128,321)
                                        ================================= ================= =============================
               Balance Sheet Data:
               Total Assets             $ 8,334,662,876 $  5,021,012,890 $2,864,416,329  $1,558,548,537 $   552,345,206
                                          ==============  ============== ==============   ==============  ===============
               Future fees payable
                 to parent              $    47,111,936 $              0 $            0  $            0 $             0
                                        =============== ================ =============== =============== ===============
              
               Surplus Notes             $   213,000,000 $   103,000,000 $   69,000,000  $   20,000,000 $             0
                                         =============== =============== ================ ==============================
               Shareholder's  Equity     $   126,345,031 $    59,713,000 $     52,205,524 $  52,387,687  $   46,332,846
                                         =============== =============== ================ ================= ===========
</TABLE>

*On   annuity   sales   of   $2,795,114,000,   $1,628,486,000,   $1,372,874,000,
$890,640,000  and  $287,596,000  during the years ended December 31, 1996, 1995,
1994, 1993, and 1992,  respectively,  with contractowner assets under management
of   $7,764,891,000,    $4,704,044,000,   $2,661,161,000,   $1,437,554,000   and
$495,176,000 as of December 31, 1996, 1995, 1994, 1993 and 1992, respectively.

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

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

         Results  of  Operations:  The  Company's  long term  business  plan was
developed  reflecting  the current sales and marketing  approach.  Annuity sales
increased  72%, 19% and 54% in 1996,  1995 and 1994,  respectively.  The Company
continues to show significant  growth in sales volume and increased market share
within the  variable  annuity  industry.  This growth is a result of  innovative
product development activities, expansion of distribution channels and a focused
effort on customer orientation.

The  Company  primarily  offers  and sells a wide  range of  deferred  annuities
through  three  focused  marketing,  sales  and  service  teams,  each of  which
specializes in addressing one of the Company's  primary  distribution  channels:
(a) financial planning firms; (b)  broker-dealers  that generally are members of
the New York Stock Exchange,  including  "wirehouse" and regional  broker-dealer
firms;  and (c)  broker-dealers  affiliated  with banks or which  specialize  in
marketing to customers of banks.  Starting in 1994,  the Company  expanded these
teams,  adding more field  marketing and internal sales support  personnel.  The
Company  also offers a number of  specialized  products  distributed  by select,
large  distributors.  In 1995 and 1996 the  Company  restructured  its  internal
support operations to support the specialized marketing, sales and service needs
of  the  primary  distribution  channels  and  of  the  select  distributors  of
specialized  products.  There has been continued growth and success in expanding
the number of selling agreements in the primary distribution channels. There has
also been increased success in enhancing the  relationships  with the registered
representative/insurance agents of all the selling firms.

Total assets grew 66%, 75% and 84% in 1996, 1995 and 1994,  respectively.  These
increases  were a direct  result  of the  substantial  sales  volume  increasing
separate account assets and deferred  acquisition  costs.  Liabilities grew 65%,
76%, and 87% in 1996, 1995 and 1994,  respectively,  as a result of the reserves
required for the increased sales activity along with borrowing during 1996, 1995
and 1994. The borrowing is needed to fund the acquisition costs of the Company's
variable annuity business.

The Company experienced a net gain after tax in 1996 and a net loss after tax in
1995 and 1994. The 1996 result was related to the strong sales volume, favorable
market  climate,  expense  savings  relative to sales volume and  recognition of
certain tax benefits.

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,  which was in part responsible for
this strong sales and financial performance in 1996.

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.

Increasing  volume of annuity sales  results in higher assets under  management.
The fees realized on assets under  management  have resulted in annuity  charges
and fees increasing 80%, 57% and 111% in 1996, 1995 and 1994, respectively.

Net investment income decreased 1% in 1996 and increased 23% and 88% in 1995 and
1994  respectively.  The level net investment  income in 1996 is a result of the
consistent investment holdings throughout most of the year. The increase in 1995
and 1994 was a result of a higher  average level of Company bonds and short-term
investments.

Fee  income  has  increased  165%,  194%  and  125%  in  1996,  1995  and  1994,
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/(decrease) in annuity policy reserves represents 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  1996 and  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 one of the  Company's
products which was further enhanced as a result of poor market  conditions which
resulted in lower returns in 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. The
1996 return credited to contractowners in the amount of $0.7 million  represents
a favorable investment return on the market value adjusted contracts relating to
the  benefits  and  required  reserves,  offset  by the  effect  of bond  market
fluctuations  on  December  31,  1996 in the amount of $1.8  million.  While the
assets  relating  to the market  value  adjusted  contracts  reflect  the market
interest rate fluctuations  which occurred on December 31, 1996, the liabilities
are based on the interest rates set for new contracts  which are generally based
on the prior  day's  interest  rates.  During  the first  week of  January  1997
interest  rates  were  established  for  new  contracts,  thereby  bringing  the
liabilities  relating to the market  value  adjusted  contracts in line with the
related assets.

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 1996 is made up of
$133.9 million of commissions  and $19.8 million of general  expenses  offset by
the net  capitalization  of deferred  acquisition costs totaling $153.9 million.
This compares to the same period last year 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.

Underwriting,  acquisition and other insurance  expenses in 1994 were made up 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.

Interest expense increased $4.3 million,  $2.9 million and $3.4 million in 1996,
1995 and 1994, respectively, as a result of Surplus Notes totaling $213 million,
$103 million and $69 million, at December 31, 1996, 1995 and 1994, respectively.

Income tax  reflected a benefit of  $4,038,357  for the year ended  December 31,
1996,  compared  with  expense of  $397,360  and  $247,429  for the years  ended
December  31,  1995 and 1994,  respectively.  The 1996  benefit  is  related  to
management's  release of the deferred  tax  valuation  allowance  of  $9,324,853
established at December 31, 1995.  Management believes that based on the taxable
income  produced  in the  current  year  and the  continued  growth  in  annuity
products,  the Company will produce  sufficient  taxable income in the future to
realize its  deferred  tax assets.  Income tax expense in 1995 and 1994  relates
principally  to increases in the deferred tax valuation  allowance of $1,680,339
and $365,288 for the years ended  December 31, 1995 and 1994,  respectively,  as
well as the Company being in an Alternative Minimum Tax position for both years.

         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 1996. The sales
volume of $2.795 billion was primarily  (approximately  96%) 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 1996, the Company  borrowed an additional $110 million from its parent in
the form of Surplus Notes and extended its  reinsurance  agreements  (which were
initiated  in 1993,  1994 and 1995).  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.

In  addition,  on December  17, 1996 the company  sold to its Parent,  effective
September 1, 1996, certain rights to receive future fees and charges expected to
be realized on the variable  portion of a designated  block of deferred  annuity
contracts  issued  during the period  January 1, 1994 through June 30, 1996.  In
connection with this transaction the Parent issued  collateralized notes through
a trust in a private placement which are secured by the rights to receive future
fees and charges purchased from the Company.

Under the terms of the  Purchase  Agreement,  the rights  sold  provide  for the
Parent to receive 80% of future  mortality  and expense  charges and  contingent
deferred  sales  charges,  after  reinsurance,  expected to be realized over the
remaining surrender charge period of the designated  contracts  (generally,  6.5
years).  The company  did not sell the right to receive  future fees and charges
after the expiration of the surrender charge period.

The  proceeds  from the sale have been  recorded  as a  liability  and are being
amortized over the remaining surrender charge period of the designated contracts
using the interest method. The present value at September 1, 1996 (discounted at
7.5%) of future  fees and charges  expected  to be  realized  on the  designated
contracts was $50,221,438.

The Company  expects to use  borrowing,  reinsurance  and the sale of future fee
revenues 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. On December 19, 1996, the company received $39 million from its
parent to support the capital needs of its anticipated 1997 growth in business.

As of  December  31,  1996 and  December  31,  1995,  shareholder's  equity  was
$126,345,031 and $59,713,000 respectively,  which includes the carrying value of
state   insurance   licenses  in  the  amount  of  $4,712,500  and   $4,862,500,
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 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.

The Company  reinsures  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 agreements.

         Future Fees Payable to Parent: On December 17, 1996 the Company sold to
its Parent,  effective  September 1, 1996, certain rights to receive future fees
and charges  expected to be realized  on the  variable  portion of a  designated
block of deferred  annuity  contracts  issued during the period  January 1, 1994
through June 30, 1996. In connection  with this  transaction,  the Parent issued
collateralized  notes in a private  placement which are secured by the rights to
receive future fees and charges purchased from the Company.

Under the terms of the  Purchase  Agreement,  the rights  sold  provide  for the
Parent to receive 80% of future  mortality  and expense  charges and  contingent
deferred  sales  charges,  after  reinsurance,  expected to be realized over the
remaining surrender charge period of the designated  contracts  (generally,  6.5
years).  The Company  did not sell the right to receive  future fees and charges
after the expiration of the surrender charge period.

The  proceeds  from the sale have been  recorded  as a  liability  and are being
amortized over the remaining surrender charge period of the designated contracts
using the interest method. The present value at September 1, 1996 (discounted at
7.5%),  of future  fees and charges  expected  to be realized on the  designated
contracts  was  $50,221,438.  Payments  representing  fees and charges  realized
during the period  September 1, 1996 through  December 31, 1996 in the aggregate
amount of $3,109,502,  were made by the Company to the Parent.  Interest expense
of $42,260 has been included in the statement of operations.

         Surplus  Notes:  The Company has issued  surplus notes to its Parent in
exchange for cash.  Surplus  notes  outstanding  as of December 31, 1996 were as
follows:

              Issue 
                                                                  Interest
                                                Amount
              Date                                                 Rate

             December 29, 1993               $  20,000,000         6.84%
             February 18, 1994                  10,000,000         7.28%
             March 28, 1994                     10,000,000         7.90%
             September 30, 1994                 15,000,000         9.13%
             December 28, 1994                  14,000,000         9.78%
             December 19, 1995                  10,000,000         7.52%
             December 20, 1995                  15,000,000         7.49%
             December 22, 1995                   9,000,000         7.47%
             June 28, 1996                      40,000,000         8.41%
             December 30, 1996                  70,000,000         8.03%
                                          ----  ----------

             Total                            $213,000,000

Payment of interest and  repayment  of  principal  for these notes is subject to
certain  conditions and requires  approval by the Insurance  Commissioner of the
State of Connecticut.

Interest expense on surplus notes was $10,087,347, $5,789,893 and $3,016,905 for
the  years  ended  December  31,  1996,  1995 and 1994,  respectively.  Interest
approved and paid during 1996 was $6,438,867.  Interest  accrued at December 31,
1996 amounted to $3,648,480,  of which  $2,080,680 has been approved and paid in
1997. The remaining  $1,567,800 was not approved for payment.  The 1995 and 1994
amounts were approved at December 31, 1995 with  stipulation that they 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,  1996,  we  had  310  direct  salaried
employees.  An affiliate,  American Skandia Information  Services and Technology
Corporation,  which provides  services  almost  exclusively to us, had 54 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.

<TABLE>
<CAPTION>
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.

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

Gordon C. Boronow*                                            President                                                President and
44                                                            and Chief                                     Chief Operating Officer:
                                                              Operating Officer,                               American Skandia Life
                                                              Director (since July, 1991)                      Assurance Corporation

Nancy F. Brunetti                                             Senior Vice President,                Senior Vice President, Customer
35                                                            Customer Service and                  Service and Business Operations:
                                                              Business Operations                              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,
41                                                                                                           Assurance and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

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

Cindy C. Ciccarello                                           Vice President,                                        Vice President,
38                                                            Customer Service                                     Customer Service:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Ciccarello joined us in 1997. She previously held the position of Assistant
Vice  President  at Phoenix  Duff & Phelps  from 1996 to 1997 and  positions  of
Director and Operations Manager at Phoenix Equity Planning Corporation from 1989
to 1996.

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

William F. Cordner, Jr.                                       Vice President,                                        Vice President,
50                                                            Customer Focus Teams                             Customer Focus Teams:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Cordner joined us in 1996. He previously held the position of Vice President
at United  Healthcare  from  1993 to 1996 and Vice  President  at The  Travelers
Insurance Company from 1990 to 1993.

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

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

Teresa Grove                                                  Vice President,                                        Vice President,
41                                                            Customer Service                                     Customer Service:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Ms. Grove joined us in 1996. She previously held positions of Operations Manager
at Twentieth Century/Benham from January, 1992 to September, 1996 and Operations
Manager at Lateef Management Association from January, 1989 to June, 1991.


Brian L. Hirst                                                Vice President,                                        Vice President,
49                                                            Corporate Actuary                                   Corporate Actuary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Hirst joined us in 1996. He previously  held the positions of Vice President
from 1993 to 1996 and  Second  Vice  President  from  1987 to 1992 at  Allmerica
Financial.

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

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

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

David R. Monroe                                               Vice President and                                  Vice President and
35                                                            Controller                                                 Controller:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Monroe joined us in 1996. He  previously  held  positions of Assistant  Vice
President and Director at Allmerica  Financial from August,  1994 to July,  1996
and Senior Manager at KPMG Peat Marwick from July, 1983 to July, 1994.

Polly Rae                                                     Vice President,                                        Vice President,
34                                                            Service Development                               Service Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

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

Amanda C. Sutyak                                              Executive Vice President                      Executive Vice President
39                                                            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
46                                                            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                                               Director (since October, 1994)                   Senior Vice President
49                                                                                                       and National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Jeffrey M. Ulness                                             Vice President,                                        Vice President,
36                                                            Product Management                                 Product Management:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Ulness  joined us in 1994.  He  previously  held the positions of Counsel at
North American  Security Life Insurance  Company from March,  1991 to July, 1994
and Associate at LeBoeuf,  Lamb, Leiby,  Green and MacRae from January,  1990 to
March 1991.


- --------
* Trustees of American  Skandia  Trust,  one of the  underlying  mutual funds in
which the Sub-accounts offered pursuant to this Prospectus invest.
</TABLE>

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, 1996, 1995, and 1994,  respectively.  Financial  statements for the
Class 1  Sub-accounts  of  Separate  Account  B are  found in the  Statement  of
Additional Information.


<PAGE>
















                                   APPENDIXES


APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION



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




<PAGE>










 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  and subsidiary (a wholly-owned
subsidiary of Skandia  Insurance Company Ltd.) as of December 31, 1996 and 1995,
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, 1996.
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  and subsidiary as of December 31, 1996 and 1995, and the
results of their  operations and their cash flows for each of the three years in
the period  ended  December  31,  1996 in  conformity  with  generally  accepted
accounting principles.

/s/ Deloitte & Touche, LLP
New York, New York


March 10, 1997

<PAGE>
                                
                   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,      
<S>                                                             <C>                   <C> 
                                                                         1996                  1995
                              
ASSETS                          
                                
Investments:                            
   Fixed maturities - at amortized cost                         $     10,090,369      $     10,112,705
   Fixed maturities - at market value                                 87,369,724                     0 
   Investment in mutual funds - at market value                        2,637,731             1,728,875
   Short-term investments - at amortized cost                         18,100,000            15,700,000
                                
Total investments                                                    118,197,824            27,541,580
                                
Cash and cash equivalents                                             14,199,412            13,146,384
Accrued investment income                                              1,958,546               194,074
Fixed assets                                                             229,780                82,434
Deferred acquisition costs                                           438,640,918           270,222,383
Reinsurance receivable                                                 2,167,818             1,988,042
Receivable from affiliates                                               691,532               860,991
Income tax receivable - current                                                0               563,850
Income tax receivable - deferred                                      17,217,582                     0
State insurance licenses                                               4,712,500             4,862,500
Other assets                                                           2,207,171             1,589,006
Separate account assets                                            7,734,439,793         4,699,961,646
                                
                    Total Assets                                $  8,334,662,876      $  5,021,012,890
                                
LIABILITIES AND SHAREHOLDER'S EQUITY                            
                                
LIABILITIES:                            
Reserve for future contractowner benefits                       $     36,245,936      $     30,493,018
Annuity policy reserves                                               21,238,749            19,386,490
Income tax payable                                                     1,124,151                     0
Accounts payable and accrued expenses                                 65,198,965            32,816,517
Payable to affiliates                                                    685,724               314,699
Future fees payable to parent                                         47,111,936                     0
Payable to reinsurer                                                  79,000,262            64,995,470
Short-term borrowing-affiliate                                        10,000,000            10,000,000
Surplus notes                                                        213,000,000           103,000,000
Deferred contract charges                                                272,329               332,050
Separate account liabilities                                       7,734,439,793         4,699,961,646
                                
                  Total Liabilities                                8,208,317,845         4,961,299,890
                                
SHAREHOLDER'S EQUITY:                           
Common stock, $80 par, 25,000 shares                            
  authorized, issued and outstanding                                   2,000,000             2,000,000
Additional paid-in capital                                           122,250,117            81,874,666
Unrealized investment gains and losses, net                             (319,631)              111,359
Foreign currency translation, net                                       (263,706)             (328,252)
Retained earnings (deficit)                                            2,678,251           (23,944,773)
                                
                   Total Shareholder's Equity                        126,345,031            59,713,000
                                
                   Total Liabilities and Shareholder's Equity   $  8,334,662,876      $  5,021,012,890
</TABLE>
                                
                 See notes to consolidated financial statements.




                                            
<PAGE>
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
                                                        
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                                        
<TABLE>
<CAPTION>
                                                        
                                                        
                                                                             FOR THE YEAR ENDED DECEMBER 31, 
<S>                                                                <C>                <C>                 <C> 
                                                                        1996                1995               1994
                                                                    ------------       ------------       ------------
                                                        
REVENUES:                                                       
Annuity charges and fees                                           $  69,779,522      $  38,837,358      $  24,779,785
Fee income                                                            16,419,690          6,205,719          2,111,801
Net investment income                                                  1,585,819          1,600,674          1,300,217
Annuity premium income                                                   125,000                  0             70,000
Net realized capital gains/(losses)                                      134,463             36,774             (1,942)
Other                                                                     34,154             64,882             24,550
                                                                    ------------       ------------       ------------        
     Total Revenues                                                   88,078,648         46,745,407         28,284,411
                                                                    ------------       ------------       ------------
                                                        
BENEFITS AND EXPENSES:                                                  
Benefits:                                                       
  Annuity benefits                                                       613,594            555,421            369,652
  Increase/(decrease) in annuity policy reserves                         634,540         (6,778,756)         5,766,003
  Cost of minimum death benefit reinsurance                            2,866,835          2,056,606                  0
  Return credited to contractowners                                      672,635         10,612,858           (516,730)
                                                                    ------------       ------------       ------------          
                                                                       4,787,604          6,446,129          5,618,925
                                                                    ------------       ------------       ------------        
Expenses:                                                       
  Underwriting, acquisition and other insurance expenses              49,765,661         35,820,524         18,792,720
  Amortization of state insurance licenses                               150,000            150,000            150,000
  Interest expense                                                    10,790,716          6,499,414          3,615,845
                                                                    ------------       ------------       ------------
                                                        
                                                                      60,706,377         42,469,938         22,558,565
                                                                    ------------       ------------       ------------
                                                        
     Total Benefits and Expenses                                      65,493,981         48,916,067         28,177,490
                                                                    ------------       ------------       ------------
                                                        
Income (loss) from operations before federal income taxes             22,584,667         (2,170,660)           106,921
                                                        
     Income tax (benefit) expense                                     (4,038,357)           397,360            247,429
                                                                    ------------       ------------       ------------
                                                        
Net income (loss)                                                  $  26,623,024       $ (2,568,020)      $   (140,508)
                                                                    ============        ===========        ===========
</TABLE>
                                                        
                                                        
                 See notes to consolidated financial statements.
                                                        
<PAGE>
                                                
                                                
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
                                                
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                                
                                                
                                                
<TABLE>
<CAPTION>
                                                
                                                                             FOR THE YEAR ENDED DECEMBER 31,
<S>                                                                 <C>                <C>                <C> 
                                                                         1996               1995               1994
                                                
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                                        81,874,666         71,623,932         71,623,932
  Additional contributions                                            40,375,451         10,250,734                  0
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                             122,250,117         81,874,666         71,623,932
                                                                     -----------        -----------        -----------
                                                
Unrealized investment gains and losses:                                         
  Balance at beginning of year                                           111,359            (41,655)                 0
  Change in unrealized investment gains and losses, net                 (430,990)           153,014            (41,655)
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                                (319,631)           111,359            (41,655)
                                                
Foreign currency translation:                                           
  Balance at beginning of year                                          (328,252)                 0                  0
  Change in foreign currency translation, net                             64,546           (328,252)                 0
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                                (263,706)          (328,252)                 0
                                                                     -----------        -----------        -----------
                                                
Retained earnings (deficit):                                            
  Balance at beginning of year                                       (23,944,773)       (21,376,753)       (21,236,245)
  Net income (loss)                                                   26,623,024         (2,568,020)          (140,508)
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                               2,678,251        (23,944,773)       (21,376,753)
                                                                     -----------        -----------        -----------
                                                
                                                
      TOTAL SHAREHOLDER'S EQUITY                                   $ 126,345,031      $  59,713,000      $  52,205,524
                                                                    ============       ============       ============
                                                
</TABLE>
                                             
                 See notes to consolidated financial statements.
    
<PAGE>
<TABLE>
<CAPTION>

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

                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                          FOR THE YEAR ENDED DECEMBER 31,
<S>                                                                         <C>                  <C>                  <C> 
                                                                                1996                  1995                 1994
                                                                           ---------------       ---------------     ---------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income (loss)                                                        $    26,623,024       $   (2,568,020)     $     (140,508)
  Adjustments to reconcile net income (loss) to net cash used
    in operating activities:
       Increase/decrease) in annuity policy reserves                             1,852,259           (4,667,765)          6,004,603
       Increase/(decrease) in policy contract claims
      Amortization of bond discount                                                 27,340               23,449              21,964
      Amortization of state insurance licenses                                     150,000              150,000             150,000
      Change in due to/from affiliates                                             540,484             (347,884)            256,779
      Change in income tax payable/receivable                                    1,688,001             (600,849)             36,999
      Increase in other assets                                                    (765,511)            (409,927)           (742,041)
      Increase in accrued investment income                                     (1,764,472)             (20,420)            (44,847)
      Increase in reinsurance receivable                                          (179,776)          (1,988,042)                  0
      Increase in accounts payables and accrued expenses                        32,382,448            1,063,137          13,396,502
      Increase in deferred acquisition costs                                  (168,418,535)         (96,212,774)        (83,986,073)
      Decrease in deferred contract charges                                        (59,721)            (117,654)            (71,117)
      Increase in foreign currency translation, net                                (77,450)            (328,252)                  0
      Deferred income taxes                                                    (16,903,477)                   0                   0
      Realized (gain)/loss on sale of investments                                 (134,463)             (36,774)              1,942
                                                                             -------------        --------------       -------------

  Net cash used in operating activities                                       (125,039,849)        (106,061,775)        (65,115,797)
                                                                             -------------        -------------        -------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturities                                                 (96,812,903)            (614,289)         (1,989,120)
  Proceeds from sales and maturities of available-for-sale fixed maturities      8,732,390                    0                   0
  Proceeds from maturities of held-to-maturity fixed maturities                    215,000              100,000           2,010,000
  Purchase of shares in mutual funds                                            (2,160,347)          (1,566,194)           (922,822)
  Proceeds from sale of shares in mutual funds                                   1,273,640              867,744              38,588
  Net sale (purchase) of short-term investments                                 (2,400,000)           8,300,000          (4,600,000)
  Investments in separate accounts                                          (2,789,361,685)      (1,609,415,439)     (1,365,775,177)
                                                                             -------------        -------------       -------------

  Net cash used in investing activities                                     (2,880,513,905)      (1,602,328,178)     (1,371,238,531)
                                                                             -------------        -------------       -------------

CASH FLOW FROM FINANCING ACTIVITIES:

   Capital contributions from parent                                            40,375,451           10,250,734                   0
   Surplus notes                                                               110,000,000           34,000,000          49,000,000
   Increase in future fees payable to parent                                    47,111,936                    0                   0
   Short-term borrowing
   Increase in payable to reinsurer                                             14,004,792           24,890,064          28,555,190
   Proceeds from annuity sales                                               2,795,114,603        1,628,486,076       1,372,873,747
                                                                             -------------        -------------       -------------

  Net cash provided by financing activities                                  3,006,606,782        1,697,626,874       1,450,428,937
                                                                             -------------        -------------       -------------

Net increase/(decrease) in cash and cash equivalents                             1,053,028          (10,763,079)         14,074,609

Cash and cash equivalents at beginning of year                                  13,146,384           23,909,463           9,834,854
                                                                             -------------        -------------       -------------

Cash and cash equivalents at end of year                                   $    14,199,412       $   13,146,384      $   23,909,463
                                                                             =============        =============       =============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid                                                          $    11,177,120       $      995,496      $      161,398
                                                                             =============        =============       =============

Interest paid                                                              $     7,094,767       $      540,319      $      557,639
                                                                             =============        =============       =============


                                                      See notes to consolidated financial statements.

</TABLE>



<PAGE>

                   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.

         The Company's consolidated financial statements include the accounts of
         Skandia Vida, S.A. de C.V.  ("Skandia  Vida"), a life insurance company
         domiciled in Mexico,  which was formed in 1995 by the  ultimate  parent
         Skandia  Insurance  Company  Ltd.  The  Company  has a 99.9%  ownership
         interest in Skandia Vida, which is a start up company with expectations
         of selling long term savings products 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
                  either  held-to-maturity  or  available-for-sale.  Investments
                  classified  as  held-to-maturity   are  investments  that  the
                  Company has the ability and intent to hold to  maturity.  Such
                  investments are carried at amortized cost.  Those  investments
                  which are  classified  as  available-for-sale  are  carried at
                  market  value and changes in  unrealized  gains and losses are
                  reported as a component of shareholder's equity.

                  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.
<PAGE>


                   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  amounted to $32,641  and $3,749 at December  31,
                  1996 and  1995,  respectively.  Depreciation  expense  for the
                  years ended  December 31, 1996 and 1995 was $28,892 and $3,749
                  respectively.

         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 Table-a with assumed interest
                  rates that vary by issue year.  Assumed  interest rates ranged
                  from 6.5% to 8.25% at both December 31, 1996 and 1995.

                  Annuity   sales  were   $2,795,114,000,   $1,628,486,000   and
                  $1,372,874,000 for the years ended December 31, 1996, 1995 and
                  1994,  respectively.  Annuity contract assets under management
                  were  $7,764,891,000,  $4,704,044,000  and  $2,661,161,000  at
                  December 31, 1996, 1995 and 1994, respectively.



<PAGE>


                   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
                  deferred  and  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>

<S>                                                          <C>                    <C>                   <C> 
                                                                 1996                   1995                 1994
                                                                 ----                   ----                 ----

                  Balance at beginning of year               $270,222,383          $174,009,609         $ 90,023,536

                  Acquisition costs deferred
                  during the year                             190,995,588           106,063,698           85,801,180

                  Acquisition costs amortized
                  during the year                              22,577,053             9,850,924            1,815,107
                                                             ------------          ------------         ------------

                  Balance at end of year                     $438,640,918          $270,222,383         $174,009,609
                                                             ============          ============         ============
</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>

<S>                                                              <C>                  <C>                  <C> 
                                                                 1996                   1995                  1994
                                                                 ----                   ----                 ----

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

                  Contract charges deferred
                  during the year                                42,740                 21,513               87,114

                  Contract charges amortized
                  during the year                               102,461                139,167              158,231
                                                               --------               --------             --------

                  Balance at end of year                       $272,329               $332,050             $449,704
                                                               ========               ========             ========

</TABLE>








<PAGE>


                   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. Separate Account 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 $644,233,883 and
                  $586,233,752  at  December  31,  1996 and 1995,  respectively,
                  relating to annuity contracts for which the  contractholder is
                  guaranteed a fixed rate of return.  Separate Account assets of
                  $644,233,883  and  $588,835,051 at December 31, 1996 and 1995,
                  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  as  adjusted   for
                  consolidated  items  such as net  operating  losses  which are
                  utilized  in the  consolidated  federal  income  tax return in
                  accordance  with the provisions of the Internal  Revenue Code,
                  as amended. Prior to 1995, the Company filed a separate 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.

         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.

                  The Company  reinsures  certain  mortality risks.  These risks
                  result from the  guaranteed  minimum death benefit  feature in
                  the variable annuity products.





<PAGE>


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

             Notes to Consolidated Financial Statements (continued)




3.       INVESTMENTS

         The  amortized  cost,  gross  unrealized  gains  (losses) and estimated
         market  value  of   available-for-sale   and   held-to-maturity   fixed
         maturities  and equity  securities  by category as of December 31, 1996
         and 1995 are shown below.  All securities held at December 31, 1996 are
         publicly traded.

         Investments in fixed  maturities as of December 31, 1996 consist of the
         following:

                                                            Held-to-Maturity
<TABLE>
<CAPTION>
         <S>                           <C>                   <C>                 <C>                <C>     
                                                                Gross               Gross
                                       Amortized             Unrealized          Unrealized            Market
                                         Cost                   Gains              Losses               Value
           
         U.S. Government
         Obligations                  $ 4,299,803             $88,268             $22,937           $ 4,365,134

         Obligations of
         State and Political
         Subdivisions                     250,119                 229                   0               250,348

         Corporate
         Securities                     5,540,447                   0              62,660             5,477,787
                                      -----------             -------             -------           -----------

         Totals                       $10,090,369             $88,497             $85,597           $10,093,269
                                      ===========             =======             =======           ===========
</TABLE>

<TABLE>
<CAPTION>

                                                    Available-for-Sale

         <S>                             <C>                 <C>                 <C>                <C>                      
                                           Gross               Gross
                                         Amortized           Unrealized          Unrealized           Market
                                           Cost                 Gains              Losses              Value
         U.S. Government
         Obligations                    $14,508,780                  0           $ 79,745           $14,429,035

         Obligations of
         State and Political
         Subdivisions                       202,516                 26                  0               202,542

         Other Government
         Obligations                      5,047,790                  0              7,440             5,040,350

         Corporate
         Securities                      68,101,413             83,312            486,928            67,697,797
                                        -----------            -------           --------           -----------

         Totals                         $87,860,499            $83,338           $574,113           $87,369,724
                                        ===========            =======           ========           ===========
</TABLE>







<PAGE>



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

             Notes to Consolidated Financial Statements (continued)



         The amortized cost and market value of fixed maturities, by contractual
         maturity, at December 31, 1996 are shown below.

<TABLE>
<CAPTION>
                                                        Held-to-Maturity                  Available-for-Sale

         <S>                                        <C>             <C>              <C>               <C>  
                                                    Amortized          Market          Amortized          Market
                                                      Cost              Value            Cost              Value

         Due in one year or less                   $   697,626       $   699,861      $ 5,047,790       $ 5,040,350

         Due after one through five years            9,138,036         9,143,290       29,864,609        29,756,002

         Due after five through ten years              254,707           250,118       52,948,100        52,573,372
                                                   -----------       -----------      -----------       -----------

                          Total                    $10,090,369       $10,093,269      $87,860,499       $87,369,724
                                                   ===========       ===========      ===========       ===========
</TABLE>


         Investments in fixed  maturities as of December 31, 1995 consist of the
         following:
<TABLE>
<CAPTION>

                                              Held-to-Maturity

          <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>


         Proceeds from sales and maturities of fixed maturity investments during
         1996,  1995  and  1994,  were  $8,947,390,   $100,000  and  $2,010,000,
         respectively.

         There were no gross  gains and losses  realized  during the years ended
         December 31, 1996, 1995 and 1994.









<PAGE>


                   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, 1996 and 1995 are shown
         below:

<TABLE>
<CAPTION>

         <S>                         <C>                 <C>                  <C>                 <C>    
                                                            Gross                Gross
                                                         Unrealized           Unrealized           Market
                                       Cost                 Gains               Losses              Value

         1996                        $2,638,695            $ 59,278             $60,242           $2,637,731
                                     ==========            ========             =======           ==========

         1995                        $1,617,516            $111,686             $   327           $1,728,875
                                     ==========            ========             =======           ==========
</TABLE>


         Proceeds from sales of investments in mutual funds during 1996, 1995 
         and 1994 were $1,273,640,  $867,744 and $38,588, respectively.


         Mutual fund gross realized gains and losses were as follows:


                                        Gross               Gross
                                        Gains              Losses

         1996                          $139,814            $ 5,351
                                       ========            =======

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

         1994                          $    510            $ 2,452
                                       ========            =======


4.       NET INVESTMENT INCOME

         Additional  information  with respect to net investment  income for the
         years ended December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>

         <S>                                           <C>                  <C>                  <C> 
                                                           1996                  1995                 1994
                                                           ----                  ----                 ----

         Fixed maturities                              $  836,591            $  629,743           $  616,987
         Mutual funds                                     143,737                59,895               12,049
         Short-term investments                            92,987               256,351              142,421
         Cash and cash equivalents                        591,666               730,581              633,298
         Interest on policy loans                           5,274                 4,025                1,275
                                                       ----------            ----------           ----------

         Total investment income                        1,670,255             1,680,595            1,406,030

         Investment expenses                               84,436                79,921              105,813
                                                       ----------            ----------           ----------

         Net investment income                         $1,585,819            $1,600,674           $1,300,217
                                                       ==========            ==========           ==========
</TABLE>




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)

5.       INCOME TAXES

         The significant components of income tax expense are as follows:
<TABLE>
<CAPTION>

         <S>                                                   <C>                    <C>                 <C> 
                                                                   1996                1995                1994
                                                                   ----                ----                ----

         Current tax expense                                   $12,865,120            $397,360            $247,429

         Deferred tax (benefit) expense                        (16,903,477)                  0                   0
                                                              -------------           --------            --------

         Total income tax (benefit) expense                   ($ 4,038,357)           $397,360            $247,429
                                                              =============           ========            ========
</TABLE>


         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, 1996 and 1995, are as follows:
<TABLE>

         <S>                                                       <C>                          <C> 
                                                                        1996                       1995
                                                                        ----                       ----
         Deferred Tax (Liabilities):
             Deferred acquisition costs                            ($103,072,477)               ($57,399,960)
             Payable to reinsurer                                    (23,025,326)                (19,802,861)
             Policy Fees                                                (491,640)                   (308,304)
             Unrealized investment gains                                       0                     (38,976)
                                                                    ------------                 -----------

             Total                                                  (126,589,443)                (77,550,101)
                                                                    ------------                 -----------

         Deferred Tax Assets:
             Net separate account liabilities                        121,092,798                  72,024,094
             Reserve for future contractowner benefits                12,686,078                  10,672,556
             Other reserve differences                                 4,527,886                   1,492,044
             Deferred compensation                                     4,392,526                   2,169,060
             Surplus notes blocked interest                              548,730                           0
             Unrealized investment losses                                172,109                           0
             Foreign exchange translation                                141,996                     114,888
             Deferred contract charge                                     95,315                     116,218
             AMT credit carryforward                                           0                     286,094
             Other                                                       149,587                           0
                                                                    ------------                 -----------

             Total                                                   143,807,025                  86,874,954
                                                                    ------------                 -----------


             Net before valuation allowance                           17,217,582                   9,324,853

             Valuation allowance                                               0                  (9,324,853)
                                                                    ------------                 -----------

             Net deferred tax balance                               $ 17,217,582                 $         0
                                                                    ============                 ===========
</TABLE>









<PAGE>


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

             Notes to Consolidated Financial Statements (continued)



         Management  believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will produce  sufficient  taxable  income in the furture to realize its
         deferred  tax assets.  As such,  the Company  released the deferred tax
         valuation allowance of $9,324,853 established as of December 31, 1995.

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

<TABLE>
         <S>                                                  <C>                 <C>                  <C> 
                                                                  1996                1995                 1994
                                                                  ----                ----                 ----

         Income (loss) before taxes                           $22,584,667         ($2,170,660)           $106,921
             Income tax rate                                           35%                 35%                 35%
                                                              -----------          -----------           ---------

         Tax expense at federal
             statutory income tax rate                          7,904,633            (759,731)              37,422

         Tax effect of:

             Change in valuation allowance                     (9,324,853)          1,680,339              365,288

             Dividend received deduction                       (2,266,051)           (477,139)                   0

             Other                                               (352,086)            (46,109)            (155,281)
                                                              -----------          ----------             --------

         Income tax (benefit) expense                        ($ 4,038,357)         $  397,360             $247,429
                                                              ============         ==========             ========
</TABLE>


6.       RELATED PARTY TRANSACTIONS

         Certain operating costs (including  personnel,  rental of office space,
         furniture,  and equipment)  have been charged to the Company at cost by
         American Skandia Information  Services and Technology  Corporation,  an
         affiliated  company;  and likewise,  the Company has charged  operating
         costs  to  American  Skandia  Investment  Services,   Incorporated,  an
         affiliated  company.  Operating costs for these items was  $11,581,114,
         $12,687,337  and $8,524,840 for the years ended December 31, 1996, 1995
         and 1994, respectively. Income received for these items was $1,148,364,
         $396,573 and $248,799 for the years ended  December 31, 1996,  1995 and
         1994,  respectively.  Amounts  receivable  from  affiliates  under this
         arrangement  were  $548,792  and  $857,156 as of December  31, 1996 and
         1995,   respectively.   Amounts   payable  to  affiliates   under  this
         arrangement  were  $619,089  and  $304,525 as of December  31, 1996 and
         1995, respectively.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)



7.       FUTURE FEES PAYABLE TO PARENT

         On  December  17,  1996  the  Company  sold  to its  Parent,  effective
         September 1, 1996,  certain  rights to receive  future fees and charges
         expected to be realized on the variable  portion of a designated  block
         of deferred annuity  contracts issued during the period January 1, 1994
         through June 30, 1996. In connection with this transaction,  the Parent
         issued collateralized notes in a private placement which are secured by
         the  rights to  receive  future  fees and  charges  purchased  from the
         Company.

         Under the terms of the Purchase Agreement,  the rights sold provide for
         the Parent to receive 80% of future  mortality and expense  charges and
         contingent  deferred sales charges,  after reinsurance,  expected to be
         realized over the remaining  surrender  charge period of the designated
         contracts (generally, 6.5 years). The Company did not sell the right to
         receive  future fees and charges after the  expiration of the surrender
         charge period.

         The proceeds  from the sale have been  recorded as a liability  and are
         being  amortized  over the  remaining  surrender  charge  period of the
         designated  contracts using the interest  method.  The present value at
         September  1, 1996  (discounted  at 7.5%),  of future  fees and charges
         expected to be realized on the  designated  contracts was  $50,221,438.
         Payments  representing  fees and  charges  realized  during  the period
         September 1, 1996 through  December 31, 1996 in the aggregate amount of
         $3,109,502, were made by the Company to the Parent. Interest expense of
         $42,260 has been included in the statement of operations.

         Expected payments of future fees payable to Parent are as follows:

                        Year Ending
                        December 31,                         Amount

                           1997                            $ 9,308,527
                           1998                              9,782,558
                           1999                             10,002,274
                           2000                             10,061,058
                           2001                              6,412,114
                           2002                              1,392,003
                           2003                                153,402
                                                           -----------

                          Total                            $47,111,936


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

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)



8.       LEASES

         The Company leases office space under a lease agreement  established in
         1989  with  American  Skandia   Information   Services  and  Technology
         Corporation.  The lease expense for 1996, 1995 and 1994 was $1,583,391,
         $1,218,806 and $961,080, respectively.  Future minimum lease payments 
         per year and in aggregate as of December 31, 1996 are as follows:

                      1997                                      1,413,180
                      1998                                      1,571,400
                      1999                                      1,571,400
                      2000                                      1,740,750
                      2001 and thereafter                       6,527,813
                                                              -----------

                      Total                                   $12,824,543


9.       RESTRICTED ASSETS

         In  order  to  comply  with  certain   state   insurance   departments'
         requirements,  the Company  maintains cash,  bonds and notes on deposit
         with various states.  The carrying value of these deposits  amounted to
         $3,766,564   and   $3,267,357  as  of  December  31,  1996,  and  1995,
         respectively.  These  deposits  are required to be  maintained  for the
         protection of contractowners within the individual states.


10.      RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         Statutory basis shareholder's equity was $275,835,076, $132,493,899 and
         $95,001,971 at December 31, 1996, 1995 and 1994, respectively.

         The statutory basis net loss was $5,405,179,  $7,183,003 and $9,789,297
         for the years ended December 31, 1996, 1995 and 1994, 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, 1996, no amounts may be
         distributed without prior approval.


11.      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 $850,111, $627,161 and $431,559 for the
         years ended December 31, 1996, 1995 and 1994, respectively.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)




         The Company and it's affiliate cooperatively have 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  $9,212,369  and  $4,600,831 as of December 31,
         1996 and 1995, respectively. Payments under this plan were $601,603 for
         the year ended December 31, 1996.

         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
         $244,601 in 1996 and $139,209 in 1995.


12.      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, 1996, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>

                                                        1996
                           ------------------------------------------------------------------
         <S>               <C>                     <C>                      <C>   
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners

         Gross                $87,369,693              $814,306                  $779,070
         Ceded                 17,590,171               179,766                   106,435
                              -----------              --------                  --------
         Net                  $69,779,522              $634,540                  $672,635
                              ===========              ========                  ========
</TABLE>


<TABLE>
<CAPTION>
                                                          1995                                                   1994
                           ------------------------------------------------------------------              ----------------
         <S>               <C>                     <C>                     <C>                             <C> 
                                Annuity            Change in Annuity         Return Credited                    Annuity
                           Charges and Fees         Policy Reserves         to Contractowners              Charges and Fees

         Gross                $50,334,280            ($4,790,714)              $10,945,831                    $30,116,166
         Ceded                 11,496,922              1,988,042                   332,973                      5,336,381
                              -----------             ----------               -----------                    -----------
         Net                  $38,837,358            ($6,778,756)              $10,612,858                    $24,779,785
                              ===========             ===========              ===========                    ===========
</TABLE>


         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.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


13.      SURPLUS NOTES

         The Company has issued surplus notes to its Parent in exchange for 
         cash.  Surplus notes outstanding as of December 31, 1996 were as 
         follows:

                   Issue                                         Interest
                   Date                           Amount           Rate

             December 29, 1993               $  20,000,000         6.84%
             February 18, 1994                  10,000,000         7.28%
             March 28, 1994                     10,000,000         7.90%
             September 30, 1994                 15,000,000         9.13%
             December 28, 1994                  14,000,000         9.78%
             December 19, 1995                  10,000,000         7.52%
             December 20, 1995                  15,000,000         7.49%
             December 22, 1995                   9,000,000         7.47%
             June 28, 1996                      40,000,000         8.41%
             December 30, 1996                  70,000,000         8.03%
                                              ------------

             Total                            $213,000,000


         Payment of  interest  and  repayment  of  principal  for these notes is
         subject to certain  conditions  and requires  approval by the Insurance
         Commissioner of the State of Connecticut.

         Interest expense on surplus notes was $10,087,347, $5,789,893 and 
         $3,016,905 for the  years  ended  December  31,  1996,  1995 and  1994,
         respectively.  Interest approved and paid during 1996 was $6,438,867. 
         Interest accrued at December 31, 1996 amounted to  $3,648,480, of which
         $2,080,680 has been approved and paid in 1997. The remaining $1,567,800
         was not approved for payment.  The 1995 and 1994 amounts were approved 
         at December 31, 1995 with stipulation that they be funded  through a
         capital contribution from the parent.


14.      SHORT-TERM BORROWING

         During 1993, the Company received a $10 million loan from Skandia AB, a
         Swedish affiliate.  Upon renewal during 1995 the loan became payable to
         the Parent  rather than  Skandia AB. The loan matures on March 10, 1997
         and bears interest at 6.46%.  The total interest expense to the Company
         was  $642,886,  $709,521 and $569,618 and for the years ended  December
         31, 1996, 1995 and 1994,  respectively,  of which $206,361 and $219,375
         was payable as of December 31, 1996 and 1995, respectively.


15.      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
         8.5% to 1% for contracts held less than 8 years.





<PAGE>



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

             Notes to Consolidated Financial Statements (continued)



16.      QUARTERLY FINANCIAL DATA (UNAUDITED)

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

                                                                            Three Months Ended
         <S>                                       <C>                 <C>                <C>                <C>               
                1996                                  March 31            June 30          September 30       December 31
                ----                                 -----------        -----------        ------------       -----------

         Premiums and other insurance
            revenues                                 $16,605,765        $20,452,733         $22,366,166       $26,933,702
         Net investment income                           455,022            282,926             270,092           577,779
         Net realized capital gains                       92,072             13,106               5,606            23,679
                                                     -----------        -----------         -----------       -----------
         Total revenues                              $17,152,859        $20,748,765         $22,641,864       $27,535,160
                                                     ===========        ===========         ===========       ===========

         Benefits and expenses                       $12,725,411        $ 9,429,735         $17,007,137       $25,191,857
                                                     ===========        ===========         ===========       ===========

         Net income                                  $ 2,658,941        $ 7,695,490         $ 2,538,513       $14,470,976
                                                     ===========        ===========        ============       ===========
</TABLE>
<TABLE>
<CAPTION>


                                                                              Three Months Ended
         <S>                                       <C>                 <C>               <C>                 <C>
                1995                                  March 31            June 30          September 30       December 31
                ----                                -----------         -----------        ------------       -----------

         Premiums and other insurance
            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)
                                                    ===========         ===========         ===========       ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                              Three Months Ended
         <S>                                        <C>                 <C>                <C>                <C>
                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>

         As described in Note 5, the  valuation  allowance  relating to deferred
         income  taxes was released  during the three months ended  December 31,
         1996.







<PAGE>





                                   APPENDIX B

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

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

                             American Skandia Trust

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

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

AST Janus Overseas Growth Portfolio:  The investment  objective of the AST Janus
Overseas Growth Portfolio is to seek long-term growth of capital.  The Portfolio
pursues its objective  primarily through investments in common stocks of issuers
located outside the United States.  The Portfolio  normally invests at least 65%
of its total  assets in  securities  of  issuers  from at least  five  different
countries,  excluding the United States; however, it may at times invest in U.S.
issuers  and it may at  times  invest  all of its  assets  in  fewer  than  five
countries or even a single country.  The Portfolio  invests  primarily in common
stocks of foreign issuers selected for their growth potential. The Portfolio may
invest to a lesser  degree in other  types of  securities,  including  preferred
stocks, warrants,  convertible securities and debt securities. The Portfolio may
also invest in short-term debt securities,  including money market funds managed
by the Sub-advisor, as a means of receiving a return on idle cash.

When the  Sub-advisor  believes  that market  conditions  are not  favorable for
profitable  investing  or when the  Sub-advisor  is  otherwise  unable to locate
favorable investment opportunities, the PortfolioOs investments may be hedged to
a greater degree and/or its cash or similar investments may increase; therefore,
it does not always stay fully  invested in stocks and bonds.  The  Portfolio may
invest in Ospecial  situationsO  from time to time. A special  situation  arises
when, in the opinion of the Sub-advisor,  the securities of a particular  issuer
will be recognized  and appreciate in value due to a specific  development  with
respect to that issuer. Investment in special situations may carry an additional
risk of loss in the event  that the  anticipated  development  does not occur or
does not attract the expected attention.

The  Sub-advisor  generally  takes  a  Obottom  upO  approach  to  building  the
Portfolio.  In  other  words,  the  Sub-advisor  seeks  to  identify  individual
companies  with  earnings  growth  potential  that may not be  recognized by the
market at large  regardless  of country of  organization  or place of  principal
business activity.

The Portfolio may use options, futures and other types of derivatives as well as
forward  foreign  currency  contracts  for  hedging  purposes  or as a means  of
enhancing  return.  The  Portfolio  intends to use most  derivative  instruments
primarily  to  hedge  the  value  of its  portfolio  against  potential  adverse
movements in securities  prices,  foreign  currency  markets or interest  rates.
Although the Sub-advisor believes the use of derivative instruments will benefit
the Portfolio,  the PortfolioOs performance could be worse than if the Portfolio
had not used such instruments if the Sub-advisorOs judgment proves incorrect.

The  Portfolio  may invest up to 15% of its net assets in illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by the Sub-advisor.  The Portfolio may invest up to 35% of its net assets
in corporate debt securities that are rated below investment  grade  (securities
rated BB or lower by Standard & PoorOs Ratings Services (OStandard & PoorOsO) or
Ba or lower by MoodyOs Investors Services,  Inc. (OMoodyOsO)  (commonly referred
to as "junk  bonds")).  The Portfolio may also invest in unrated debt securities
of foreign and domestic  issuers.  The Portfolio  generally  intends to purchase
securities for long-term investment rather than short-term gains.

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

Federated  Utility Income Portfolio:  The investment  objective of the Federated
Utility Income  Portfolio is to achieve high current income and moderate capital
appreciation by investing primarily in a professionally  managed and diversified
portfolio of equity and debt  securities  of utility  companies.  The  Portfolio
intends to achieve its  investment  objective  by  investing  in equity and debt
securities of utility  companies  that produce,  transmit or distribute  gas and
electric  energy  as  well  as  those  companies  that  provide   communications
facilities, such as telephone and telegraph companies. The Portfolio will invest
at least 65% of its total assets in securities of utility companies.

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

AST Money Market  Portfolio:  The  investment  objective of the AST Money Market
Portfolio are to maximize  current income and maintain high levels of liquidity.
The  Portfolio   attempts  to  accomplish   its   objectives  by  maintaining  a
dollar-weighted  average  maturity of not more than 90 days and by  investing in
the types of securities  described below which have effective  maturities of not
more than 397 days.  Investments  may include  obligations  of the United States
government,  its agencies or  instrumentalities;  certificates of deposit,  time
deposits and bankers'  acceptances of certain financial  institutions which have
more than $2 billion in total  assets;  commercial  paper and  corporate  bonds;
asset-backed  securities;  and  repurchase  and reverse  repurchase  agreements.
Securities may be purchased on a when-issued or delayed delivery basis.  Subject
to applicable investment  restrictions,  the AST Money Market Portfolio also may
lend its securities.

T. Rowe Price Asset  Allocation  Portfolio:  The investment  objective of the T.
Rowe Price Asset Allocation Portfolio is to seek a high level of total return by
investing   primarily  in  a  diversified  group  of  fixed  income  and  equity
securities.  The Portfolio is designed to balance the potential  appreciation of
common  stocks with the income and  principal  stability  of bonds over the long
term. Under normal market  conditions over the long-term,  the Portfolio expects
to allocate its assets so that approximately 40% of such assets will be in fixed
income securities and approximately 60% in equity securities.

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

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

T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe  Price  International  Equity  Portfolio  is to seek a total  return on its
assets  from  long-term  growth  of  capital  and  income,  principally  through
investments in common stocks of established, non-U.S. companies. Investments may
be made solely for capital  appreciation or solely for income or any combination
of both for the  purpose of  achieving a higher  overall  return.  Total  return
consists of capital appreciation or depreciation,  dividend income, and currency
gains or losses.  The Portfolio intends to diversify  investments  broadly among
countries and to normally have at least three different countries represented in
the Portfolio. The Portfolio may invest in countries of the Far East and Western
Europe as well as South  Africa,  Australia,  Canada and other areas  (including
developing  countries).  Under unusual  circumstances,  the Portfolio may invest
substantially all of its assets in one or two countries.  The Portfolio may also
invest  in a  variety  of other  equity-related  securities,  such as  preferred
stocks,  warrants,  and  convertible  securities,   as  well  as  corporate  and
governmental  debt securities,  when considered  consistent with the Portfolio's
investment objective and program.

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

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

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

T. Rowe Price International Bond Portfolio:  The investment  objective of the T.
Rowe Price  International  Bond  Portfolio is to provide high current income and
capital  appreciation  by  investing  in  high-quality,  non  dollar-denominated
government  and  corporate  bonds  outside the United  States.  The Portfolio is
intended  for  long-term  investors  who can  accept the risks  associated  with
investing  in  international  bonds.  Total  return  consists  of  income  after
expenses,  bond  price  gains (or  losses)  in terms of the local  currency  and
currency  gains  (or  losses).  The value of the  Portfolio  will  fluctuate  in
response  to  various  economic  factors,   the  most  important  of  which  are
fluctuations in foreign currency exchange rates and interest rates.  Because the
Portfolio's   investments  are  primarily  denominated  in  foreign  currencies,
exchange  rates are  likely  to have a  significant  impact  on total  Portfolio
performance.  Investors  should be aware that  exchange  rate  movements  can be
significant and endure for long periods of time.

The  Portfolio  will  invest at least 65% of its  assets  in  high-quality,  non
dollar-denominated government and corporate bonds outside the United States. The
Portfolio  may also  invest up to 20% of its  assets in below  investment-grade,
high-risk  bonds,  including  bonds in default or those with the lowest  rating.
Defaulted bonds are acquired only if the Sub-advisor  foresees the potential for
significant capital  appreciation.  Securities rated below  investment-grade are
commonly  referred to as "junk bonds" and involve  greater price  volatility and
higher  degrees of  speculation  with  respect to the payment of  principal  and
interest than higher quality fixed-income securities.

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

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

T. Rowe Price Small Company Value Portfolio:  The investment objective of the T.
Rowe  Price  Small  Company  Value  Portfolio  is to provide  long-term  capital
appreciation by investing primarily in  small-capitalization  stocks that appear
to be undervalued.  Reflecting a value approach to investing, the Portfolio will
seek the  stocks of  companies  whose  current  stock  prices  do not  appear to
adequately reflect their underlying value as measured by assets,  earnings, cash
flow,  or business  franchises.  The  Portfolio  will invest at least 65% of its
total assets in  companies  with a market  capitalization  of $1 billion or less
that  appear  undervalued  by  various  measures,   such  as  price/earnings  or
price/book  value ratios.  Although the Portfolio will invest  primarily in U.S.
common  stocks,  it may also purchase  other types of  securities,  for example,
foreign  securities,  convertible stocks and bonds, and warrants when considered
consistent  with  the  Portfolio's  investment  objective  and  policies.  Small
companies--those with a capitalization (market value) of $1 billion or less--may
offer greater potential for capital appreciation since they are often overlooked
or undervalued by investors. Investing in small companies involves greater risk,
as  well as  greater  opportunity,  than is  customarily  associated  with  more
established companies.

The Portfolio may invest in debt or preferred equity securities convertible into
or exchangeable for equity securities. The Portfolio may invest up to 20% of its
total  assets  (excluding   reserves)  in  foreign  securities.   These  include
nondollar-denominated    securities    traded    outside   of   the   U.S.   and
dollar-denominated  securities of foreign  issuers  traded in the U.S.  (such as
ADRs). Some of the countries in which the Portfolio may invest may be considered
to be developing and may involve special risks. The Portfolio may invest in debt
securities of any type without  regard to quality or rating.  The Portfolio will
not purchase a  noninvestment-grade  debt security (or junk bond) if immediately
after such  purchase the  Portfolio  would have more than 5% of its total assets
invested in such securities.

The  Portfolio  may invest up to 10% of its total assets in hybrid  instruments.
Hybrids  can have  volatile  prices and limited  liquidity  and their use by the
Portfolio  may not be  successful.  These  instruments  (a  type of  potentially
high-risk  derivative) can combine the  characteristics of securities,  futures,
and  options.  The  Portfolio  may acquire  illiquid  securities;  however,  the
Portfolio  will  not  invest  more  than  15%  of its  net  assets  in  illiquid
securities,  and not more than 10% of its total assets in restricted  securities
(other than Rule 144A securities).  The Portfolio will hold a certain portion of
its assets in U.S.  and  foreign  dollar-denominated  money  market  securities,
including repurchase agreements, in the two highest rating categories,  maturing
in one year or less.

The Portfolio may enter into futures contracts (or options thereon) to hedge all
or a portion of its portfolio  against changes in prevailing  levels of interest
rates or currency  exchange  rates,  or as an efficient  means of adjusting  its
exposure to the bond, stock, and currency markets.  The Portfolio may also write
call and put options and purchase put and call options on securities,  financial
indices,  and  currencies.   The  aggregate  market  value  of  the  Portfolio's
securities or currencies covering call or put options will not exceed 25% of the
Portfolio's net assets.

Founders Capital  Appreciation  Portfolio:  The investment objective of Founders
Capital  Appreciation  Portfolio is capital  appreciation.  The  Portfolio  will
normally  invest  at least 65% of its  total  assets  in  common  stocks of U.S.
companies  with market  capitalizations  of $1.5  billion or less.  These stocks
normally will be traded in the over-the-counter market. The Portfolio may engage
in short-term trading and therefore normally will have annual portfolio turnover
rates which are considered to be high.  Investment in such companies may involve
greater risk than is associated with more established  companies.  The Portfolio
may invest in convertible securities,  preferred stocks, bonds, debentures,  and
other corporate  obligations,  when these  investments  offer  opportunities for
capital appreciation.

Founders Passport Portfolio:  The investment  objective of the Founders Passport
Portfolio  is to seek  capital  appreciation.  To  achieve  its  objective,  the
Portfolio invests primarily in securities issued by foreign companies which have
market  capitalizations  or  annual  revenues  of  $1  billion  or  less.  These
securities may represent  companies in both  established and emerging  economies
throughout the world. At least 65% of the Portfolio's total assets will normally
be invested in foreign securities representing a minimum of three countries. The
Portfolio may invest in larger foreign companies or in U.S.-based  companies if,
in the  Sub-advisor's  opinion,  they  represent  better  prospects  for capital
appreciation. The Portfolio normally will invest a significant proportion of its
assets in the  securities  of small  and  medium-sized  companies.  As used with
respect to this Portfolio,  small and medium-sized companies are those which are
still in the  developing  stages of their  life  cycles  and are  attempting  to
achieve  rapid  growth in both  sales  and  earnings.  Investments  in small and
medium-sized  companies involve greater risk than is customarily associated with
more established companies.

The Portfolio may invest in convertible  securities,  preferred  stocks,  bonds,
debentures,  and other corporate  obligations when the Sub-advisor believes that
these investments offer opportunities for capital  appreciation.  Current income
will not be a  substantial  factor in the  selection  of these  securities.  The
Portfolio  will only  invest in bonds,  debentures,  and  corporate  obligations
(other than  convertible  securities and preferred stock) rated investment grade
(BBB or higher) at the time of purchase.  Bonds in the lowest  investment  grade
category  (BBB) have  speculative  characteristics.  Convertible  securities and
preferred  stocks  purchased by the  Portfolio  may be rated in medium and lower
categories  by Moody's  or S&P (Ba or lower by Moody's  and BB or lower by S&P),
but will not be rated  lower than B. The  Portfolio  may also  invest in unrated
convertible   securities  and  preferred   stocks  in  instances  in  which  the
Sub-advisor  believes  that  the  financial  condition  of  the  issuer  or  the
protection  afforded  by the  terms  of the  securities  limits  risk to a level
similar to that of securities  eligible for purchase by the  Portfolio  rated in
categories no lower than B. The  Portfolio may invest  without limit in American
Depository Receipts and may invest in foreign securities. Foreign investments of
the Portfolio may include  securities  issued by companies  located in countries
not considered to be major industrialized  nations, which involve certain risks.
The Portfolio may use futures  contracts and options for hedging  purposes.  The
Portfolio  may engage in  short-term  trading and  therefore  normally will have
annual portfolio turnover rates which are considered to be high.

INVESCO Equity Income Portfolio:  The investment objective of the INVESCO Equity
Income Portfolio is to seek high current income while following sound investment
practices.   Capital  growth   potential  is  an   additional,   but  secondary,
consideration in the selection of portfolio  securities.  The Portfolio seeks to
achieve its objective by investing in securities which will provide a relatively
high-yield and stable return and which, over a period of years, may also provide
capital  appreciation.  The  Portfolio  normally will invest at least 65% of its
assets in  dividend-paying,  marketable  common  stocks of domestic  and foreign
industrial  issuers.  The  Portfolio  also  will  invest in  convertible  bonds,
preferred  stocks and debt  securities.  The Portfolio may depart from the basic
investment objective and assume a defensive position with a large portion of its
assets  temporarily  invested  in high  quality  corporate  bonds,  or notes and
government issues, or held in cash. The Portfolio's investments in common stocks
may decline in value.  To minimize the risk this  presents,  the Portfolio  only
invests in  dividend-paying  common  stocks of domestic  and foreign  industrial
issuers  which  are  marketable,  and  will  not  invest  more  than  5% of  the
Portfolio's  assets in the securities of any one company or more than 25% of the
Portfolio's assets in any one industry. There are no fixed-limitations regarding
portfolio turnover.  The rate of portfolio turnover may fluctuate as a result of
constantly  changing economic  conditions and market  circumstances.  Securities
initially  satisfying  the  Portfolio's  basic  objectives  and  policies may be
disposed of when they are no longer  suitable.  As a result,  it is  anticipated
that the Portfolio's  annual portfolio  turnover rate may be higher than that of
other  investment  companies  seeking  current  income with capital  growth as a
secondary consideration.

PIMCO Total Return Bond Portfolio:  The investment  objective of the PIMCO Total
Return Bond  Portfolio  is to seek to maximize  total  return,  consistent  with
preservation of capital.  The Sub-advisor will seek to employ prudent investment
management  techniques,  especially  in light of the broad  range of  investment
instruments in which the Portfolio may invest. The proportion of the Portfolio's
assets  committed to investment in securities  with  particular  characteristics
(such as maturity,  type and coupon rate) will vary based on the outlook for the
U.S.  and  foreign  economies,  the  financial  markets and other  factors.  The
Portfolio  will  invest at least 65% of its  assets  in the  following  types of
securities  which may be issued by domestic or foreign  entities and denominated
in U.S. dollars or foreign  currencies:  securities  issued or guaranteed by the
U.S. Government,  its agencies or instrumentalities;  corporate debt securities;
corporate commercial paper; mortgage and other asset-backed securities; variable
and floating rate debt  securities;  bank  certificates  of deposit;  fixed time
deposits and bankers' acceptances;  repurchase agreements and reverse repurchase
agreements;  obligations of foreign governments or their subdivisions,  agencies
and  instrumentalities,  international  agencies or supranational  entities; and
foreign  currency  exchange-related   securities,   including  foreign  currency
warrants.  The Portfolio will invest in a diversified  portfolio of fixed-income
securities  of varying  maturities  with a portfolio  duration from three to six
years.  The  Portfolio  may  invest  up to 10% of its  assets  in  fixed  income
securities  that are rated  below  investment  grade  (i.e.,  rated below Baa by
Moody's or BBB by S&P or, if unrated,  determined  by the  Sub-advisor  to be of
comparable   quality).   These   securities   are  regarded  as  high  risk  and
predominantly  speculative  with respect to the issuer's  continuing  ability to
meet principal and interest payments. The Portfolio may also invest up to 20% of
its assets in securities  denominated in foreign currencies.  The "total return"
sought by the Portfolio will consist of interest and dividends  from  underlying
securities,  capital appreciation  reflected in unrealized increases in value of
portfolio  securities  (realized by the shareholder only upon selling shares) or
realized  from the  purchase  and sale of  securities,  and use of  futures  and
options, or gains from favorable changes in foreign currency exchange rates. The
Portfolio may invest  directly in U.S.  dollar- or foreign  currency-denominated
fixed  income  securities  of non-U.S.  issuers.  The  Portfolio  will limit its
foreign  investments  to  securities  of issuers  based in  developed  countries
(including  newly  industrialized  countries,  such as Taiwan,  South  Korea and
Mexico).  Investing in the securities of issuers in any foreign country involves
special risks. The Portfolio will limit its investments in newly  industrialized
countries to 10% of its assets.

PIMCO Limited  Maturity Bond  Portfolio:  The investment  objective of the PIMCO
Limited Maturity Bond Portfolio is to seek to maximize total return,  consistent
with preservation of capital and prudent  investment  management.  The Portfolio
will  invest  at  least  65% of its  total  assets  in the  following  types  of
securities,  which may be issued by domestic or foreign entities and denominated
in U.S. dollars or foreign  currencies:  securities  issued or guaranteed by the
U.S. Government,  its agencies or instrumentalities;  corporate debt securities;
corporate commercial paper; mortgage and other asset-backed securities; variable
and floating rate debt  securities;  bank  certificates  of deposit,  fixed time
deposits and bankers' acceptances;  repurchase agreements and reverse repurchase
agreements;  obligations of foreign governments or their subdivisions,  agencies
and  instrumentalities,  international  agencies or supranational  entities; and
foreign  currency  exchange-related   securities,   including  foreign  currency
warrants.  The Portfolio may hold  different  percentages of its assets in these
various  types of  securities,  and may invest  all of its assets in  derivative
instruments or in mortgage- or asset-backed securities.  There are special risks
involved  in these  instruments.  The  Portfolio  will  invest in a  diversified
portfolio  of fixed income  securities  of varying  maturities  with a portfolio
duration  from one to three  years.  The  Portfolio  may invest up to 10% of its
assets in corporate debt  securities that are rated below  investment  grade but
rated  B or  higher  by  Moody's  or S&P  (or,  if  unrated,  determined  by the
Sub-advisor  to be of comparable  quality).  The Portfolio may also invest up to
20% of its assets in securities  denominated in foreign  currencies.  The "total
return"  sought by the  Portfolio  will consist of interest and  dividends  from
underlying securities, capital appreciation reflected in unrealized increases in
value of portfolio  securities  (realized by the  shareholder  only upon selling
shares) or realized from the purchase and sale of securities, and use of futures
and options, or gains from favorable changes in foreign currency exchange rates.
The   Portfolio   may   invest    directly   in   U.S.    dollar-   or   foreign
currency-denominated  fixed income securities of non-U.S. issuers. The Portfolio
will limit its foreign  investments  to securities of issuers based in developed
countries (including newly industrialized countries, such as Taiwan, South Korea
and  Mexico).  Investing  in the  securities  of issuers in any foreign  country
involves  special  risks.  The  Portfolio  will limit its  investments  in newly
industrialized countries to 5% of its assets.

Berger Capital Growth Portfolio:  The investment objective of the Berger Capital
Growth  Portfolio is long-term  capital  appreciation.  The  Portfolio  seeks to
achieve this  objective by investing  primarily in common stocks of  established
companies  which the  Sub-advisor  believes offer  favorable  growth  prospects.
Current income is not an investment  objective of the Portfolio,  and any income
produced  will  be a  by-product  of  the  effort  to  achieve  the  Portfolio's
objective.

In general,  investment  decisions  for the  Portfolio  are based on an approach
which seeks out successful companies because they are believed to be more apt to
become  profitable  investments.  To  evaluate  a  prospective  investment,  the
Sub-advisor  analyzes  information  from  various  sources,  including  industry
economic  trends,  earnings  expectations and fundamental  securities  valuation
factors to identify companies which in the Sub-advisor's opinion are more likely
to have predictable,  above average earnings growth, regardless of the company's
size and  geographic  location.  The  Sub-advisor  also  takes  into  account  a
company's  management and its innovations in products and services in evaluating
its prospects for continued or future earnings growth.

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

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

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

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

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

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

AST Putnam Value Growth & Income Portfolio:  The primary investment objective of
the AST  Putnam  Value  Growth & Income  Portfolio  is to seek  capital  growth.
Current  income is a  secondary  investment  objective.  The  Portfolio  invests
primarily in common  stocks that offer  potential for capital  growth,  and may,
consistent with its investment objectives, invest in stocks that offer potential
for current income.  The Portfolio may also purchase  corporate bonds, notes and
debentures,  preferred stocks,  or convertible  securities (both debt securities
and  preferred  stocks)  or  U.S.  government  securities,  if  the  Sub-advisor
determines  that their  purchase would help further the  Portfolio's  investment
objectives.  The  Portfolio  may  invest up to 20% of its  assets in  securities
traded in foreign  markets.  The Portfolio may also purchase ADRs and Eurodollar
certificates  of deposit,  without  regard to the 20% limit.  The  Portfolio may
invest in  securities  principally  traded in, or issued by issuers  located in,
underdeveloped  and  developing  nations,  which are  sometimes  referred  to as
"emerging  markets." The Portfolio may buy or sell foreign  currencies,  foreign
currency futures  contracts and foreign  currency forward  contracts for hedging
purposes in connection with its foreign investments.

The  Portfolio  may invest a portion of its assets in  fixed-income  securities,
including lower-rated fixed-income securities, which are commonly known as "junk
bonds," without limitation as to credit rating. The Portfolio may invest in zero
coupon bonds and  payment-in-kind  bonds.  The  Portfolio may buy and sell stock
index futures contracts.  The Portfolio may buy and sell call and put options on
index  futures  or on stock  indices  in  addition  to or as an  alternative  to
purchasing or selling  index  futures or, to the extent  permitted by applicable
law, to earn additional  income.  The Portfolio may seek to increase its current
return by writing covered call and put options on securities it owns or in which
it may  invest.  The  Portfolio  may also buy and sell put and call  options for
hedging purposes.  The aggregate value of the securities  underlying the options
may not exceed 25% of Portfolio assets.  The Portfolio may enter into repurchase
agreements. The Portfolio may purchase securities for future delivery, which may
increase  its overall  investment  exposure  and  involves a risk of loss if the
value of the securities declines prior to the settlement date.

AST Putnam International  Equity Portfolio:  The investment objective of the AST
Putnam  International  Equity  Portfolio  is to seek capital  appreciation.  The
Portfolio  seeks its  objective by investing  primarily in equity  securities of
companies  located in a country other than the United  States.  The  Portfolio's
investments will normally include common stocks,  preferred  stocks,  securities
convertible into common or preferred stocks,  and warrants to purchase common or
preferred  stocks.  The  Portfolio  may also  invest to a lesser  extent in debt
securities and other types of investments if the Sub-advisor believes purchasing
them would help achieve the Portfolio's  objective.  The Portfolio  will,  under
normal circumstances, invest at least 65% of its total assets in issuers located
in at least three different countries other than the United States.

The Portfolio may invest in securities of issuers in emerging  markets,  as well
as more developed markets. Investing in emerging markets generally involves more
risks then in  investing  in  developed  markets.  The  Portfolio  may invest in
companies,  large or small,  whose  earnings  are believed to be in a relatively
strong growth trend, or in companies in which significant  further growth is not
anticipated  but whose  market  value per share is  thought  to be  undervalued.
Smaller companies may present greater  opportunities  for capital  appreciation,
but may also involve  greater  risks.  The  Portfolio may engage in a variety of
transactions  involving the use of options and futures  contracts and in foreign
currency exchange  transactions for purposes of increasing its investment return
or hedging  against market  changes.  Options and futures  transactions  involve
certain  special risks.  The Portfolio may engage in foreign  currency  exchange
transactions  to protect  against  uncertainty  in the level of future  exchange
rates. The Sub-advisor may engage in foreign currency  exchange  transactions in
connection  with the purchase and sale of  portfolio  securities  and to protect
against changes in the value of specific portfolio positions.

AST  Putnam  Balanced  Portfolio:  The  investment  objective  of the AST Putnam
Balanced  Portfolio  is  to  provide  a  balanced   investment   composed  of  a
well-diversified  portfolio  of stocks and bonds which will produce both capital
growth and current income. In seeking its objective, the Portfolio may invest in
almost any type of security or negotiable  instrument,  including  cash or money
market  instruments.  The  Portfolio's  portfolio  will include some  securities
selected  primarily  to provide  for capital  protection,  others  selected  for
dependable  income  and still  others for  growth in value.  The  portion of the
Portfolio's  assets  invested in equity  securities and fixed income  securities
will vary from time to time in light of the  Portfolio's  investment  objective,
changes in interest rates and economic and other factors.  However, under normal
market  conditions,  it is expected that at least 25% of the  Portfolio's  total
assets will be  invested  in fixed  income  securities,  which for this  purpose
includes  debt  securities,  preferred  stocks and that  portion of the value of
convertible securities attributable to the fixed income characteristics of those
securities.  The  Portfolio  may  invest  up to  20%  of its  assets  in  equity
securities  principally  traded in foreign markets or in fixed income securities
denominated  in foreign  currencies.  The  Portfolio  may also purchase ADRs and
Eurodollar  certificates  of  deposit  without  regard  to the  20%  limit.  The
Portfolio may invest in securities  principally  traded in, or issued by issuers
located in, underdeveloped and developing nations,  which are sometimes referred
to as "emerging markets" which may entail special risks.

The Portfolio may buy or sell foreign  currencies and foreign  currency  forward
contracts for hedging purposes in connection with its foreign  investments.  The
Portfolio  may  invest  in  both   higher-rated  and  lower-rated   fixed-income
securities.  The Portfolio  will not invest in  securities  rated at the time of
purchase  lower  than B by Moody's or S&P,  or in unrated  securities  which the
Sub-advisor  determines  are  of  comparable  quality.  Securities  rated  B are
predominantly  speculative and have large  uncertainties or major risk exposures
to adverse  conditions.  The Portfolio may invest in so-called zero coupon bonds
whose values are subject to greater fluctuation in response to changes in market
interest rates than bonds that pay interest currently. The Portfolio may buy and
sell futures contracts. The Portfolio may seek to increase its current return by
writing  covered call and put options on  securities  it owns or in which it may
invest.

Twentieth Century Strategic Balanced Portfolio:  The investment objective of the
Twentieth  Century  Strategic  Balanced  Portfolio is to seek capital growth and
current income. It is the Sub-advisor's  intention to maintain approximately 60%
of  the  Portfolio's  assets  in  common  stocks  that  are  considered  by  the
Sub-advisor  to have  better-than-average  prospects  for  appreciation  and the
remainder in bonds and other fixed income securities. With the equity portion of
the Portfolio,  the Sub-advisor seeks capital growth by investing in securities,
primarily common stocks,  that meet certain  fundamental and technical standards
of selection (relating primarily to earnings and revenue acceleration) and have,
in  the  opinion  of  the   Sub-advisor,   better-than-average   potential   for
appreciation.  So long as a sufficient  number of such securities are available,
the  Sub-advisor  intends to keep the  equity  portion  of the  Portfolio  fully
invested  in  these  securities  regardless  of the  movement  of  stock  prices
generally.  The Portfolio may purchase  securities only of companies that have a
record of at least three years continuous operation.

The Sub-advisor intends to maintain  approximately 40% of the Portfolio's assets
in fixed  income  securities,  approximately  80% of which will be  invested  in
domestic fixed income securities and approximately 20% of which will be invested
in foreign fixed income securities.  This percentage will fluctuate from time to
time.  The fixed income  portion of the  Portfolio  will  include U.S.  Treasury
securities,  securities issued or guaranteed by the U.S. government or a foreign
government, or an agency or instrumentality of the U.S. or a foreign government,
and non-convertible debt obligations issued by U.S. or foreign corporations. The
Portfolio may also invest in mortgage-related and other asset-backed securities.
Debt  securities that comprise part of the  Portfolio's  fixed income  portfolio
will  primarily  be limited to  "investment  grade"  obligations.  However,  the
Portfolio  may  invest up to 10% of its  fixed  income  assets  in "high  yield"
securities.  Under normal market  conditions,  the  maturities  of  fixed-income
securities in which the Portfolio invests will range from 2 to 30 years.

The  Portfolio  may invest up to 25% of its total  assets in the  securities  of
foreign  issuers,  including debt  securities of foreign  governments  and their
agencies  primarily  from  developed  markets,  when these  securities  meet its
standards of selection. Some of the foreign securities held by the Portfolio may
be denominated in foreign  currencies.  To protect against adverse  movements in
exchange rates between currencies, the Portfolio may, for hedging purposes only,
enter into  forward  currency  exchange  contracts  and buy put and call options
relating to currency futures contracts.

The Portfolio may purchase  mortgage-related and other asset-backed  securities.
The  Portfolio  may also  invest in  collateralized  mortgage  obligations.  The
Portfolio may invest in repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of the Portfolio.  To
the extent  permitted by its investment  objectives and policies,  the Portfolio
may  invest  in  securities  that  are  commonly  referred  to  as  "derivative"
securities.  Some "derivatives" such as mortgage-related  and other asset-backed
securities are in many respects like any other investment,  although they may be
more  volatile  or less  liquid  than  more  traditional  debt  securities.  The
Portfolio may not invest in a derivative  security unless the reference index or
the instrument to which it relates is an eligible  investment for the Portfolio.
There are a range of risks associated with derivative investments. The Portfolio
may,  from  time to time,  purchase  Rule  144A  securities  when  they  present
attractive investment opportunities that otherwise meet the Portfolio's criteria
for selection.  The portfolio turnover of the Portfolio may be higher than other
mutual funds with similar investment objectives.

Twentieth Century  International  Growth Portfolio:  The investment objective of
the Twentieth Century  International Growth Portfolio is to seek capital growth.
The  Portfolio  will seek to  achieve  its  investment  objective  by  investing
primarily in securities  of foreign  issuers that meet certain  fundamental  and
technical standards of selection (relating primarily to acceleration of earnings
and  revenues)  and have,  in the  opinion  of the  Sub-advisor,  potential  for
appreciation.  The  Portfolio  will  invest  primarily  in issuers in  developed
markets.  The Portfolio will invest primarily in equity  securities  (defined to
include equity equivalents) of such issuers.  The Portfolio will attempt to stay
fully  invested in such  securities,  regardless of the movement of stock prices
generally. The Portfolio may also invest in other types of securities consistent
with the  accomplishment  of the  Portfolio's  objectives.  When the Sub-advisor
believes that the total return potential of other  securities  equals or exceeds
the potential return of equity securities, the Portfolio may invest up to 35% in
such other  securities.  The other  securities  the  Portfolio may invest in are
bonds,  notes and debt  securities of companies and  obligations  of domestic or
foreign  governments and their agencies.  The Portfolio will limit its purchases
of debt securities to investment grade obligations.

The Portfolio may also invest in other equity securities and equity equivalents.
Examples of other equity securities and equity  equivalents are preferred stock,
convertible preferred stock and convertible debt securities.  Equity equivalents
may also include  securities  whose value or return is derived from the value or
return of a different  security.  Under normal  conditions,  the Portfolio  will
invest at least 65% of its assets in equity and equity equivalent  securities of
issuers  from at least  three  countries  outside  of the United  States.  While
securities of U.S.  issuers may be included in the Portfolio  from time to time,
it is the primary intent of the  Sub-advisor to diversify  investments  across a
broad range of foreign issuers.

In order to  achieve  maximum  investment  flexibility,  the  Portfolio  has not
established   geographic   limits   on   asset   distribution,   on   either   a
country-by-country or region-by-region  basis. The Sub-advisor expects to invest
both in issuers in developed  markets (such as Germany,  the United  Kingdom and
Japan)  and  in  issuers  in  emerging  market  countries.  Subject  to  certain
restrictions  contained in the Investment  Company Act, the Portfolio may invest
up to 10%  of  its  assets  in  certain  foreign  countries  indirectly  through
investment  funds and registered  investment  companies  authorized to invest in
those  countries.  Some  of  the  securities  held  by  the  Portfolio  will  be
denominated  in foreign  currencies.  To protect  against  adverse  movements in
exchange rates between currencies, the Portfolio may, for hedging purposes only,
enter into forward currency exchange contracts.

Notwithstanding the Portfolio's  investment  objective of capital growth,  under
exceptional market or economic conditions,  the Portfolio may temporarily invest
all  or a  substantial  portion  of  its  assets  in  cash  or  investment-grade
short-term securities  (denominated in U.S. dollars or foreign currencies).  The
Portfolio may invest in repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of the Portfolio. The
Portfolio  will not invest more than 15% of its assets in repurchase  agreements
maturing in more than seven days. The Portfolio may, from time to time, purchase
Rule 144A securities when they present attractive investment  opportunities that
otherwise meet the Portfolio's criteria for selection.

The  portfolio  turnover  may be higher  than other  mutual  funds with  similar
investment  objectives.  Investments in the Portfolio should not be considered a
complete  investment  program and may not be appropriate  for an individual with
limited  investment  resources or who is unable to tolerate  fluctuations in the
value of the investment.

                             The Alger American Fund

Alger American Growth Portfolio:  The investment objective of the Alger American
Growth Portfolio is long-term capital appreciation. Income is a consideration in
the  selection  of  investments  but  is  not  an  investment  objective  of the
portfolio.  It seeks to achieve its objective by investing in equity securities,
such as common or  preferred  stocks  that are listed on a  national  securities
exchange, or securities  convertible into or exchangeable for equity securities,
including  warrants and rights,  often selected by the investment manager on the
basis of original  research  produced by its research  analysts.  Except  during
temporary  defensive  periods,  the portfolio invests at least 65 percent of its
total assets in equity  securities  of companies  that, at the time of purchase,
have total market capitalization of $1 billion or greater.

Alger American Small Capitalization  Portfolio:  The investment objective of the
Alger American Small Capitalization Portfolio is long-term capital appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the  securities,  have  total  market  capitalization  within  the  range  of
companies  included within the Russell 2000 Growth Index or the S&P SmallCap 600
Index, updated quarterly. Both indexes are broad indexes of small capitalization
stocks.  The  Portfolio  may  invest  up to 35% of its  total  assets  in equity
securities  of  companies  that,  at the time of  purchase,  have  total  market
capitalization  outside this combined range, and in excess of that amount (up to
100% of its assets) during temporary defensive periods.

Alger  American  MidCap  Growth  Portfolio:  The  investment  objective  of  the
Portfolio is long-term capital  appreciation.  Except during temporary defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities of companies  that, at the time of purchase of the  securities,  have
total market  capitalization  within the range of companies  included in the S&P
MidCap 400 Index,  updated  quarterly.  The S&P MidCap 400 Index is  designed to
track the  performance  of medium  capitalization  companies.  The Portfolio may
invest up to 35% of its total assets in equity  securities of companies that, at
the time of  purchase,  have total  market  capitalization  outside the range of
companies  included in the S&P MidCap 400 Index and in excess of that amount (up
to 100% of its assets) during temporary defensive periods.

                  Neuberger & Berman Advisers Management Trust

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

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

AMT Partners  Portfolio  invests  primarily in common  stocks of medium to large
capitalization   established  companies,  using  the  value-oriented  investment
approach. The Portfolio seeks capital growth through an investment approach that
is designed to increase  capital with  reasonable  risk. Its investment  program
seeks  securities  believed  to be  undervalued  based  on  strong  fundamentals
including  a  low  price-to-earnings  ratios,  consistent  cash  flow,  and  the
company's track record through all parts of the market cycle.

AMT Partners  Portfolio may invest up to 15% of its net assets,  measured at the
time of investment, in corporate debt securities rated below investment grade or
in comparable  unrated  securities.  Securities  rated below investment grade as
well as unrated  securities are often  considered to be speculative  and usually
entail greater risk.

                           Montgomery Variable Series

Emerging Markets Fund: The investment  objective of the Emerging Markets Fund is
capital  appreciation  which, under normal conditions,  it seeks by investing at
least  65%  of its  total  assets  in  equity  securities  of  emerging  markets
companies.   Under  normal  conditions,  the  Emerging  Markets  Fund  maintains
investments in at least six emerging  market  countries at all times and invests
no more than 35% of its total assets in any one  emerging  market  country.  The
Manager currently  regards the following to be emerging market countries:  Latin
American (Argentina, Brazil, Chile, Colombia, Costa Rica, Jamaica, Mexico, Peru,
Trinidad  and Tobago,  Uruguay,  Venezuela);  Asia  (Bangladesh,  China,  India,
Indonesia,  Korea, Malaysia,  Pakistan, the Philippines,  Singapore,  Sri Lanka,
Taiwan, Thailand, Vietnam); southern and eastern Europe (Czech Republic, Greece,
Hungary,  Poland, Portugal,  Russia, Turkey); the Middle East (Israel,  Jordan);
and Africa (Egypt,  Ghana, Ivory Coast, Kenya, Morocco,  Nigeria,  South Africa,
Tunisia,  Zimbabwe). In the future, the Fund may invest in other emerging market
countries.

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

This Fund invests  primarily in common stock, but also may invest in other types
of equity and equity derivative securities. It may invest up to 35% of its total
assets in debt  securities,  including up to 5% in debt  securities  rated below
investment grade.

This Fund may invest in certain debt  securities  issued by the  governments  of
emerging  market  countries  that are, or may be eligible for,  conversion  into
investments  in  emerging  market  companies  under  debt  conversion   programs
sponsored by such  governments.  If such  securities  are  convertible to equity
investments, the Fund deems them to be equity derivative securities.


<PAGE>




                   American Skandia Life Assurance Corporation
                            Attention: Concierge Desk

                              For Written Requests:

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                            For Electronic Requests:

                           [email protected]

                             For Requests by Phone:

                                1-(800)-752-6342



- --------------------------------------------------------------------------------
PLEASE SEND ME A STATEMENT  OF  ADDITIONAL  INFORMATION  THAT  CONTAINS  FURTHER
DETAILS ABOUT THE AMERICAN  SKANDIA  ANNUITY  DESCRIBED IN  PROSPECTUS  EDB-PROS
(06/97).
- --------------------------------------------------------------------------------


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



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



             -------------------------------------------------------
                              (city/state/zip code)




<PAGE>


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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

                           [email protected]



Issued by:                                                          Serviced at:

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

                                 Distributed by:

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

EDB


                       STATEMENT OF ADDITIONAL lNFORMATION


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

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

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


Date of Prospectus: June 30, 1997
 Date of Statement of Additional Information: June 30, 1997


<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                                                                                                 4
Calculating the Market Value Adjustment                                                                                   4
Independent Auditors                                                                                                      5
Legal Experts                                                                                                             6
Appendix A  Financial Statements for  Separate Account B (Class 1 Sub-accounts)                                           6
</TABLE>

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

PRINCIPAL  UNDERWRITER:  American Skandia Marketing,  Incorporated ("ASM, Inc.")
serves as principal  underwriter  for the Annuities.  We, ASM, Inc. and American
Skandia Investment Services,  Incorporated ("ASISI"),  the investment manager of
the American Skandia Trust,  are  wholly-owned  subsidiaries of American Skandia
Investment  Holding  Corporation.  Most of the Class 1 Sub-accounts  of Separate
Account B invest in portfolios offered by American Skandia Trust.

EDB - SAI (06/97)


<PAGE>


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

CALCULATION  OF  PERFORMANCE  DATA:  We may  advertise our Current Rates for new
Fixed Allocations, to the extent permitted by law.

We may advertise the  performance of  Sub-accounts  using two types of measures.
These  measures are "current and effective  yield",  which may be used for money
market-type Sub-accounts, and "total return", which may be used with other types
of Sub-accounts.  The following descriptions provide details on how we calculate
these measures for Sub-accounts:

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

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

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

                                  P(1+T)n = ERV

                                     where:

         P = a hypothetical allocation of $1,000;

         T = average annual total return;

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

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

The Sub-accounts  offered as variable  investment options for the Annuities have
been available as variable  investment  options in other  annuities we offer. In
addition,  some of the underlying  mutual fund  portfolios  existed prior to the
inception of these  Sub-accounts.  Performance  quoted in advertising  regarding
such  Sub-accounts may indicate periods during which the Sub-accounts  have been
in  existence  but prior to the initial  offering of the  Annuities,  or periods
during which the underlying  mutual fund portfolios have been in existence,  but
the Sub-accounts have not. Such hypothetical performance is calculated using the
same assumptions  employed in calculating  actual performance since inception of
the Sub-accounts.

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

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

Shown below are total return  figures for the periods  shown.  Figures are shown
only for  Sub-accounts  operational  as of December 31, 1996.  "Standard"  total
return and "Non-standard"  total return figures,  as described above, are shown.
"Standard" total return figures assume that all charges and fees are applicable.
"Non-standard"  return figures may not reflect all fees and charges, as noted in
the charts below. The  "inception-to-date"  figures shown below are based on the
inception  date  of an  underlying  mutual  fund  portfolio.  "N/A"  means  "not
applicable"  and indicates that the underlying  mutual fund portfolio was not in
operation for the applicable period. Any performance of such portfolios prior to
inception of a Sub-account is provided by the underlying mutual funds. The total
return for any Sub-account  reflecting  performance prior to such  Sub-account's
inception is based on such information.


<TABLE>
<CAPTION>
                                                Standard Total Return                              Non-Standard Total Return
                                            (Assuming maximum sales charge                       (Assuming maximum sales charge
                                              and maximum maintenance fees)                             and no maintenance fees)
                                                                        Incep-                                               Incep-
                                        1        3        5      10    tion-to-              1       3        5       10    tion-to-
                                       Yr.      Yr.      Yr.     Yr.     Date               Yr.     Yr.      Yr.      Yr.     Date

<S>                                  <C>      <C>        <C>     <C>    <C>               <C>     <C>        <C>      <C>    <C>   
JanCap Growth                        18.79%   15.90%     N/A     N/A    15.70%            18.88%  15.99%     N/A      N/A    15.80%
AST Janus Overseas Growth              N/A      N/A      N/A     N/A    -7.57%              N/A     N/A      N/A      N/A    -7.50%
LA Growth and Income                  9.22%   12.76%     N/A     N/A    12.49%             9.30%  12.85%     N/A      N/A    12.58%
Fed Utility Inc                       2.36%    6.03%     N/A     N/A     7.14%             2.43%   6.10%     N/A      N/A     7.23%
Fed High Yield                        4.37%    6.23%     N/A     N/A     6.26%             4.44%   6.31%     N/A      N/A     6.33%
T. Rowe Price Asset Allocation        3.93%    8.20%     N/A     N/A     8.24%             4.01%   8.28%     N/A      N/A     8.32%
T. Rowe Price International Equity    4.93%    3.45%     N/A     N/A     3.46%             5.01%   3.52%     N/A      N/A     3.54%
T. Rowe Price Natural Resources      21.12%     N/A      N/A     N/A    19.50%            21.20%    N/A      N/A      N/A    19.60%
T. Rowe Price International Bond(1)  -3.06%     N/A      N/A     N/A     1.32%            -2.99%    N/A      N/A      N/A     1.40%
T. Rowe Price Small Company Value      N/A      N/A      N/A     N/A    -7.57%              N/A     N/A      N/A      N/A    -7.50%
Founders Capital Appreciation        10.68%   16.70%     N/A     N/A    16.77%            10.76%  16.79%     N/A      N/A    16.86%
Founders Passport(2)                  3.71%     N/A      N/A     N/A     3.99%             3.79%    N/A      N/A      N/A     4.09%
INVESCO Equity Income                 7.79%   10.80%     N/A     N/A    10.84%             7.87%  10.88%     N/A      N/A    10.92%
PIMCO Total Return Bond              -5.57%    2.78%     N/A     N/A     2.79%            -5.50%   2.85%     N/A      N/A     2.87%
PIMCO Limited Maturity Bond          -5.10%     N/A      N/A     N/A    -0.54%            -5.03%    N/A      N/A      N/A    -0.45%
Berger Capital Growth                 7.05%     N/A      N/A     N/A    14.08%             7.13%    N/A     `N/A      N/A    14.19%
RS Value + Growth                      N/A      N/A      N/A     N/A     1.29%              N/A     N/A      N/A      N/A     1.37%
AST Putnam Value Growth & Income       N/A      N/A      N/A     N/A    -7.57%              N/A     N/A      N/A      N/A    -7.50%
AST Putnam International Equity(3)    0.52%    3.97%    6.86%    N/A     9.22%             0.59%   4.05%    6.94%     N/A     9.30%
AST Putnam Balanced(4)                2.06%    7.59%     N/A     N/A     7.79%             2.14%   7.67%     N/A      N/A     7.88%
Twentieth Century Strategic Balanced   N/A      N/A      N/A     N/A    -7.57%              N/A     N/A      N/A      N/A    -7.50%
Twentieth Century International Growth N/A      N/A      N/A     N/A    -7.57%              N/A     N/A      N/A      N/A    -7.50%
AA Growth                             4.14%   12.91%   14.44%    N/A    16.97%             4.22%  12.99%   14.52%     N/A    17.05%
AA Small Capitalization              -4.82%    9.55%    8.81%    N/A    18.43%            -4.75%   9.63%    8.89%     N/A    18.52%
AA MidCap Growth                      2.72%   13.49%     N/A     N/A    21.47%             2.80%  13.57%     N/A      N/A    21.56%
NB Partners                          19.97%     N/A      N/A     N/A    18.36%            20.06%    N/A      N/A      N/A    18.45%
MV Emerging Markets                    N/A      N/A      N/A     N/A    -2.13%              N/A     N/A      N/A      N/A    -2.06%
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                                Non-Standard Total Return                            Non-Standard Total Return
                                            (Assuming no sales charge and                        (Assuming no sales charge        
                                                 no maintenance fees)                               with maintenance fees)
                                                                        Incep-                                               Incep-
                                        1        3        5      10    tion-to-              1       3        5       10    tion-to-
                                       Yr.      Yr.      Yr.     Yr.     Date               Yr.     Yr.      Yr.      Yr.     Date

<S>                                  <C>      <C>        <C>     <C>    <C>               <C>     <C>        <C>      <C>    <C>  
JanCap Growth                        26.30%   17.45%     N/A     N/A    16.40%            26.22%  17.37%     N/A      N/A    16.30%
AST Janus Overseas Growth              N/A      N/A      N/A     N/A     0.00%              N/A     N/A      N/A      N/A    -0.07%
LA Growth and Income                 16.73%   14.39%     N/A     N/A    13.13%            16.65%  14.31%     N/A      N/A    13.04%
Fed Utility Inc                       9.87%    7.85%     N/A     N/A     8.35%             9.79%   7.77%     N/A      N/A     8.26%
Fed High Yield                       11.88%    8.05%     N/A     N/A     8.08%            11.80%   7.97%     N/A      N/A     8.00%
T. Rowe Price Asset Allocation       11.44%    9.96%     N/A     N/A    10.00%            11.37%   9.89%     N/A      N/A     9.93%
T. Rowe Price International Equity   12.45%    5.35%     N/A     N/A     5.38%            12.37%   5.28%     N/A      N/A     5.30%
T. Rowe Price Natural Resources      28.63%     N/A      N/A     N/A    23.28%            28.54%    N/A      N/A      N/A    23.18%
T. Rowe Price International Bond(1)   4.45%     N/A      N/A     N/A     3.56%             4.38%    N/A      N/A      N/A     3.48%
T. Rowe Price Small Company Value      N/A      N/A      N/A     N/A     0.00%              N/A     N/A      N/A      N/A    -0.07%
Founders Capital Appreciation        18.19%   18.23%     N/A     N/A    18.31%            18.11%  18.15%     N/A      N/A    18.23%
Founders Passport(2)                 11.22%     N/A      N/A     N/A     8.11%            11.15%    N/A      N/A      N/A     8.02%
INVESCO Equity Income                15.30%   12.48%     N/A     N/A    12.53%            15.22%  12.40%     N/A      N/A    12.45%
PIMCO Total Return Bond               1.94%    4.71%     N/A     N/A     4.73%             1.87%   4.64%     N/A      N/A     4.66%
PIMCO Limited Maturity Bond           2.41%     N/A      N/A     N/A     3.69%             2.34%    N/A      N/A      N/A     3.61%
Berger Capital Growth                14.57%     N/A      N/A     N/A    16.49%            14.49%    N/A      N/A      N/A    16.38%
RS Value + Growth                      N/A      N/A      N/A     N/A     8.87%              N/A     N/A      N/A      N/A     8.79%
AST Putnam Value Growth & Income       N/A      N/A      N/A     N/A     0.00%              N/A     N/A      N/A      N/A    -0.07%
AST Putnam International Equity(3)    8.03%    5.86%    7.54%    N/A     9.30%             7.96%   5.79%    7.47%     N/A     9.22%
AST Putnam Balanced(4)                9.58%    9.36%     N/A     N/A     8.98%             9.50%   9.29%     N/A      N/A     8.89%
Twentieth Century Strategic Balanced   N/A      N/A      N/A     N/A     0.00%              N/A     N/A      N/A      N/A    -0.07%
Twentieth Century International Growth N/A      N/A      N/A     N/A     0.00%              N/A     N/A      N/A      N/A    -0.07%
AA Growth                            11.65%   14.54%   14.98%    N/A    17.05%            11.57%  14.46%   14.90%     N/A    16.97%
AA Small Capitalization               2.69%   11.27%    9.45%    N/A    18.52%             2.62%  11.19%    9.37%     N/A    18.43%
AA MidCap Growth                     10.23%   15.10%     N/A     N/A    22.36%            10.15%  15.02%     N/A      N/A    22.27%
NB Partners                          27.49%     N/A      N/A     N/A    20.03%            27.40%    N/A      N/A      N/A    19.94%
MV Emerging Markets                    N/A      N/A      N/A     N/A     5.44%              N/A     N/A      N/A      N/A     5.37%
</TABLE>

(1) Prior to May 1, 1996,  Scudder,  Stevens & Clark, Inc. served as Sub-advisor
to the Portfolio (formerly, the AST Scudder International Bond Portfolio). As of
May 1, 1996, Rowe Price-Fleming International, Inc. has served as Sub-advisor to
the Portfolio. The performance information provided in the above chart, computed
for the period May 3, 1994 (commencement of operations) to May 1, 1996, reflects
that of the  Portfolio as  sub-advised  by Scudder,  Stevens & Clark,  Inc. Such
performance  information  is historical  and is not intended to indicate  future
performance of the Portfolio.
(2) As of October  15,  1996,  Founders  Asset  Management,  Inc.  has served as
Sub-advisor to the Portfolio,  now named the Founders  Passport  Portfolio.  The
performance  information  provided  in the  above  chart  reflects  that  of the
Portfolio as  sub-advised  by the prior  Sub-advisor,  Seligman  Henderson  Co.,
computed as of June 30, 1996. Such performance  information is historical and is
not intended to indicate future performance of the Portfolio.
(3) As of October 15, 1996,  Putnam  Investment  Management,  Inc. has served as
Sub-advisor  to the  Portfolio,  now named the AST Putnam  International  Equity
Portfolio. The performance information provided in the above chart reflects that
of the Portfolio as sub-advised  by the prior  Sub-advisor,  Seligman  Henderson
Co.,  computed as of June 30, 1996. Such  performance  information is historical
and is not intended to indicate future performance of the Portfolio.
(4) As of October 15, 1996,  Putnam  Investment  Management,  Inc. has served as
Sub-advisor to the Portfolio,  now named the AST Putnam Balanced Portfolio.  The
performance  information  provided  in the  above  chart  reflects  that  of the
Portfolio as sub-advised by the prior Sub-advisor,  Phoenix Investment  Counsel,
Inc.,  computed as of June 30, 1996. Such performance  information is historical
and is not intended to indicate future performance of the Portfolio.

Some of the underlying  portfolios may be subject to an expense reimbursement or
waiver  that in the absence of such  reimbursement  or waiver  would  reduce the
portfolio's performance.

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

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

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

         (a) is the net result of:

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

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

         (b) is the net result of:

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

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

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

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

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



<PAGE>


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

                                                               where:

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) MVA = [(1+I)/(1+J+0.0010)]N/12 = [1.05/1.061)]2 = 0.979372; and

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

INDEPENDENT  AUDITORS:  Deloitte & Touche LLP, Two World Financial  Center,  New
York, New York 10281-1433,  independent auditors, have performed an annual audit
of American  Skandia Life Assurance  Corporation and an annual audit of American
Skandia Life Assurance  Corporation  Variable  Account B (Class 1 Sub-accounts).
Audited  financial   statements   regarding   American  Skandia  Life  Assurance
Corporation  as of December  31, 1996 and 1995,  and the related  statements  of
operations,  shareholders'  equity and cash flows for each of the three years in
the period ended December 31, are included in the Prospectus.  Audited financial
statements for Variable  Account B (Class 1 Sub-accounts)  are included  herein.
The financial statements included herein and in the Prospectus have been audited
by Deloitte & Touche LLP, independent  auditors,  as stated in the report herein
and in the Prospectus, and are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

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

FINANCIAL  STATEMENTS  FOR  SEPARATE  ACCOUNT  B  (CLASS  1  SUB-ACCOUNTS):  The
financial  statements  which follow in Appendix A are those of American  Skandia
Life Assurance  Corporation  Variable  Account B (Class 1 Sub-accounts)  for the
year ended December 31, 1996. There are other Sub-accounts  included in Variable
Account B that are not  available  in the product  described  in the  applicable
prospectus.

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

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



<PAGE>















                                   Appendix A

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

                            TO BE FILED BY AMENDMENT





                                     PART C

                                OTHER INFORMATION


<PAGE>


Item 24.  Financial Statements and Exhibits:


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

(b)      Exhibits are attached as indicated.

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

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

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

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

         (4)      Copy of the Form of Annuity           To be filed by Amendment

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

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

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

         (7)      Annuity Reinsurance Agreements between Depositor and:

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

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

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

         (8)      Agreements between Depositor and:

                  (a) Neuberger & Berman Advisers  Management Trust  (previously
                  filed  in  Post-Effective  Amendment  No.  5  to  Registration
                  Statement No. 33-19363, filed February 28, 1990).(i) Filed via
                  EDGAR  with  Post-Effective  Amendment  No. 4 to  Registration
                  Statement No. 33-87010, filed February 25, 1997

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

                  (c) American Skandia Trust (previously filed in Post-Effective
                  Amendment No. 5 to Registration Statement No. 33-19363,  filed
                  February 28, 1990.  At such time,  what later became  American
                  Skandia Trust was known as the Henderson  Global Asset Trust).
                  (i) Filed via EDGAR  with  Post-Effective  Amendment  No. 4 to
                  Registration Statement No. 33-87010, filed February 25, 1997

                  (d) The  Montgomery  Funds III filed via EDGAR in the  Initial
                  Registration   Statement   to   Registration   Statement   No.
                  333-08853, filed July 25, 1996.

         (9)      Opinion and Consent of Werner & Kennedy
                                                       To be filed by Amendment

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

         (11)     Not applicable.

         (12)     Not applicable.

         (13)     Calculation of Performance  Information for  Advertisement  of
                  Performance  (previously filed in Pre-Effective Amendment No.1
                  to Registration Statement No. 33-44436, filed March 30, 1992).
                  [If same  assumed  ticket  size.]  (i) Filed  via  EDGAR  with
                  Post-effective  Amendment No. 12 to Registration Statement No.
                  33-44436, filed April 29, 1996

         (14)     Financial Data Schedule               To be filed by Amendment

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

Item 26.  Persons  Controlled  by or Under Common  Control with the Depositor or
Registrant:  The Depositor  does not directly or indirectly  control any person.
The  following  persons are under common  control with the Depositor by American
Skandia Investment Holding Corporation:

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

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

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

Item 27.  Number of Contract Owners:  Not applicable - this is a new offering.

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> 
Name and Principal Business Address                                             Position and Offices with Underwriter

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

Kimberly A. Bradshaw                                                            Vice President,
American Skandia Life Assurance Corporation                                     National Accounts Manager
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

Daniel R. Darst                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     National Marketing Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

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

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

Walter G. Kenyon                                                                Vice President,
American Skandia Life Assurance Corporation                                     National Accounts Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Lawrence Kudlow                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     Chief Economist
One Corporate Drive, P.O. Box 883
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

Daniel LaBonte                                                                  Vice President,
American Skandia Life Assurance Corporation                                     Associate Marketing Director
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

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

Brian O'Connor                                                                  Vice President, National Sales
American Skandia Life Assurance Corporation                                     Manager, Internal Wholesaling
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

M. Priscilla Pannell                                                            Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

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

Heidi Ann Richardson                                                            Vice President,
American Skandia Life Assurance Corporation                                     Portfolio Marketing Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Hayward Sawyer                                                                  Senior Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager
One Corporate Drive, P.O. Box 883                                               and Director
Shelton, Connecticut  06484-0883

Christian Thwaites                                                              Vice President,
American Skandia Life Assurance Corporation                                     Qualified Plans
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Bayard F. Tracy                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager and
One Corporate Drive, P.O. Box 883                                               Director
Shelton, Connecticut  06484-0883

Tamara L. Wood                                                                  Vice President, National
American Skandia Life Assurance Corporation                                     Sales Director, Special Products
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.

(d) The Depositor hereby represents that the fees and charges deducted under the
contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the Depositor.

(e)  With  respect  to  the  restrictions  on  withdrawals  for  Texas  Optional
Retirement  Programs  and  Section  403(b)  plans,  we are  relying  upon:  1) a
no-action  letter dated  November 28, 1988 from the staff of the  Securities and
Exchange  Commission to the American  Council of Life  Insurance with respect to
annuities  issued under Section  403(b) of the code, the  requirements  of which
have been  complied with by us; and 2) Rule 6c-7 under the 1940 Act with respect
to annuities made available through the Texas Optional Retirement  Program,  the
requirements of which have been complied with by us.


<PAGE>
                       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 8th day of  May, 1997.

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

                 By: American Skandia Life Assurance Corporation

By:/s/ Mary Priscilla Pannell                       Attest:/s/ Diana D. Steigauf
Mary Priscilla Pannell, Corporate Secretary                    Diana D. Steigauf

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                    Depositor

By:/s/ Mary Priscilla Pannell                       Attest:/s/ Diana D. Steigauf
Mary Priscilla Pannell, 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,                          May 8, 1997
           Jan R. Carendi                   Chairman of the Board and Director

                                              (Principal Financial Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and                   May 8, 1997
             Thomas M. Mazzaferro              Chief Financial Officer

                                             (Principal Accounting Officer)

       /s/ David R. Monroe                         Vice President and                         May 8, 1997
            David R. Monroe                            Controller

                                                         (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*                                                                  
                                              Nancy F. Brunetti                                      

                                     *By: /s/ Mary Priscilla Pannell
                                               Mary Priscilla Pannell

<FN>
     *Pursuant to Powers of Attorney  filed with Post-Effective Amendment No. 2 to Registration Statement No. 333-00941
        
</FN>
</TABLE>




                                                     EXHIBITS

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

No. 4   Copy of the Form of Annuity                    To be filed by Amendment

No. 9   Opinion and Consent of Werner & Kennedy        To be filed by Amendment

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

No. 13  Financial Date Schedule                        To be filed by Amendment


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