U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, CT 06484
2. Name of each series or class of funds for which this notice is filed:
Variable Account B - Class 1
3. Investment Company Act File Number:811-5438
Securities Act File Number: 33-19363; 33-44436; 33-47753; 33-59993;
33-62793; 33-62933; 33-71118 and 33-87010
4. Last day of fiscal year for which this notice is filed: 12/31/96
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable:
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 47,422
Sale Price: $2,643,167,804
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 47,422
Sale Price: $2,643,167,804
<PAGE>
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Number: 0
Sale Price: 0
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $2,643,167,804
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 344,067,132
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable) + 0
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance
on rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] if applicable): 2,299,100,672
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation: x .00030303030
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $696,697.17
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 25, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/Thomas M. Mazzaferro
Thomas M. Mazzaferro
Executive Vice President and
Chief Financial Officer
February 26, 1997
(212) 408-6900
February 19, 1997
American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, Connecticut 06484-9932
Attention: Mr. Thomas M. Mazzaferro,
Executive Vice President
and Chief Financial Officer
Re: Opinion as to Rule 24f-2 Notice for Variable
Account B (Class 1 Sub-Accounts) of American
Skandia Life Assurance Corporation
(Registrant) and American Skandia
Life Assurance Corporation (Depositor)
Registration Nos.: 33-19363; 33-44436; 33-71118;
33-59993; 33-47753; 33-87010; 33-62793 and 33-62933
Investment Company Act No.: 811-5438
Our File No.: 74877-00-101 _________
Dear Sirs:
You have requested us, as general counsel to American Skandia Life
Assurance Corporation (Skandia Life) and American Skandia Life Assurance
Corporation Variable Account B (Class 1 Sub-Accounts), to furnish you with this
opinion in connection with the filing by American Skandia Life Assurance
Corporation Variable Account B (Class 1 Sub-Accounts) of a Rule 24f-2 Notice
pursuant to the Investment Company Act of 1940 for the fiscal year ended
December 31, 1996.
We have made such examination of the statutes, authorities, and records of
American Skandia Life Assurance Corporation Variable Account B (Class 1
Sub-Accounts) and other documents as in our judgment are necessary to form a
basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures on,
and authenticity of, and the conformity to original documents of all copies
submitted to us. As to various questions of fact material to our opinion, we
have relied upon statements and certificates of officers and representatives of
Skandia Life, American Skandia Life Assurance Corporation Variable Account B
(Class 1 Sub-Accounts) and others.
<PAGE>
Mr. Thomas M. Mazzaferro
February 19, 1997
Page Two
Based upon the foregoing, we are of the opinion that the securities, the
registration of which said notice makes definite, were legally issued, fully
paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Rule
24f-2 Notice filed pursuant to the provisions of the Investment Company Act of
1940.
Very truly yours,
Werner & Kennedy
