AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS
485BPOS, 1997-04-29
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        Filed with the Securities and Exchange Commission on April 29, 1997
    


Registration No. 33-47753                   Investment Company Act No.  811-5438
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

   
             Registration Statement under The Securities Act of 1933
                         Post-Effective Amendment No. 8
                                     and/or
         Registration Statement under The Investment Company Act of 1940
    

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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                               (Name of Depositor)

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

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

   
                    M. 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:

   
MAY 1,  1997 OR AS SOON AS  PRACTICABLE  FOLLOWING  THE  EFFECTIVE  DATE OF THIS
                            REGISTRATION STATEMENT.
    

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

It is proposed that this filing become effective : (check appropriate space)
                                       
    immediately   upon  filing   pursuant  to paragraph (b) of Rule 485.
  X on May 1, 1997 pursuant to paragraph (b) of Rule 485.
  __60 days after filing pursuant to paragraph (a)(i)of Rule 485.
    on ___________ pursuant to paragraph (a)(i) of Rule 485.
    75 days after filing pursuant to paragraph (a)(ii) of Rule 485.
    on ___________ pursuant to paragraph (a)(ii) of Rule 485.
    
If checked, this post-effective  amendment designates a new effective date for a
previously filed post-effective amendment.

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

        <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. ACN
    

                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)


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

1.       Cover Page                                                                                      Cover Page

2.       Definitions                                                                                    Definitions

3.       Synopsis or Highlights                                                                          Highlights

4.       Condensed Financial Information                               Condensed Financial Information, Advertising

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

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

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

8.       Annuity Period                                                                            Annuity Payments

9.       Death Benefit                                                                                Death Benefit

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

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

12.      Taxes                                                                           Certain Tax Considerations

13.      Legal Proceedings                                                                        Legal Proceedings

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

                                                                                                        SAI Heading

15.      Cover Page                                                                                      Cover Page

16.      Table of Contents                                                                        Table of Contents

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

18.      Services                                                                              Independent Auditors

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

20.      Underwriters                                                                         Principal Underwriter

                                                              (Continued)

                                             CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

         N-4 Item No.                                                                                   SAI Heading

21.      Calculation of Performance Data                                            Calculation of Performance Data

22.      Annuity Payments                                                Noted in Prospectus under Annuity Payments

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

                                                                                                     Part C Heading

24.      Financial Statements and Exhibits                                        Financial Statements and Exhibits

25.      Directors and Officers of the Depositor                            Directors and Officers of the Depositor

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

27.      Number of Contractowners                                                         Number of Contract owners

28.      Indemnification                                                                            Indemnification

29.      Principal Underwriters                                                              Principal Underwriters

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

31.      Management Services                                                                    Management Services

32.      Undertakings                                                                                  Undertakings
</TABLE>



                     THE ALLIANCE CAPITAL NAVIGATOR ANNUITY

This Prospectus describes the Alliance Capital Navigator Annuity (the "Annuity")
being offered by American  Skandia Life Assurance  Corporation  ("we",  "our" or
"us"), One Corporate Drive, Shelton,  Connecticut,  06484. This flexible premium
Annuity may be offered as  individual  annuity  contracts  or as  interests in a
group  annuity.  The Table of Contents is on Page 4.  Definitions  applicable to
this  Prospectus  are on Page 6. The  highlights  of this offering are described
beginning on Page 8. This Prospectus  contains a detailed  discussion of matters
you should  consider before  purchasing this Annuity.  A Statement of Additional
Information  has been filed with the Securities  and Exchange  Commission and is
available from us without charge upon request.  The contents of the Statement of
Additional  Information  are described on Page 48. The Annuity or certain of its
investment options may not be available in all jurisdictions. Various rights and
benefits  may  differ  between  jurisdictions  to meet  applicable  laws  and/or
regulations.

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

Account Value in the variable investment options increases or decreases daily to
reflect investment  performance and the deduction of charges.  No minimum amount
is guaranteed (see "Account Value in the Sub-accounts"). The variable investment
options are Class 1 Sub-accounts of American Skandia Life Assurance  Corporation
Variable Account B ("Separate Account B") (see "Separate Accounts" and "Separate
Account  B").  Each  Sub-account  invests  exclusively  in one  portfolio of the
Alliance  Variable Products Series Fund, Inc. As of the date of this Prospectus,
the portfolios of the Alliance  Variable Products Series Fund, Inc. in which the
Sub-accounts invest are: (a) U.S.  Government/High  Grade, (b) Total Return, (c)
International,  (d) Short-Term Multi-Market,  (e) Growth and Income, (f) Premier
Growth,  (g) Money Market,  (h) North  American  Government  Income,  (i) Global
Dollar  Government  (j)  Utility  Income,  (k)  Global  Bond,  (l)  Conservative
Investors, (m) Growth Investors, (n) Growth, and (o) Worldwide Privatization.

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

                              (continued on page 2)

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

   
ACN-PROS-(5/97)
    

                   FOR FURTHER INFORMATION CALL 1-800-752-6342

   
                          Prospectus Dated: May 1, 1997
             Statement of Additional Information Dated: May 1, 1997
    

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

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

   
Purchase  Payments under these  Annuities are not deposits or obligations of, or
guaranteed  or  endorsed  by,  any bank or bank  subsidiary,  are not  federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency and are not insured by the  Securities  Investor  Protection
Corporation  ("SIPC") as to the loss of the principal amount invested.  Purchase
payments  allocated to the investment  options 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.................................................................................................10
EXPENSE EXAMPLES.........................................................................................................11
CONDENSED FINANCIAL INFORMATION..........................................................................................12
   Unit Prices and Numbers of Units......................................................................................13
   Yields on Money Market Sub-account....................................................................................14
INVESTMENT OPTIONS.......................................................................................................14
   Variable Investment Options...........................................................................................14
   Fixed Investment Options..............................................................................................15
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................................16
   Separate Accounts.....................................................................................................17
   Separate Account B....................................................................................................17
   Separate Account D....................................................................................................17
INSURANCE ASPECTS OF THE ANNUITY.........................................................................................18
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY.......................................................................18
   Contingent Deferred Sales Charge......................................................................................18
   Maintenance Fee.......................................................................................................19
   Tax Charges...........................................................................................................19
   Transfer Fee..........................................................................................................19
   Allocation Of Annuity Charges.........................................................................................19
CHARGES ASSESSED AGAINST THE ASSETS......................................................................................20
   Administration Charge.................................................................................................20
   Mortality and Expense Risk Charges....................................................................................20
CHARGES OF THE UNDERLYING MUTUAL FUND....................................................................................20
PURCHASING ANNUITIES.....................................................................................................20
   Uses Of The Annuity...................................................................................................20
   Application And Initial Payment.......................................................................................21
   Breakpoints...........................................................................................................21
   Bank Drafting.........................................................................................................22
   Periodic Purchase Payments............................................................................................22
   Right to Return the Annuity...........................................................................................22
   Allocation of Net Purchase Payments...................................................................................22
   Balanced Investment Program...........................................................................................22
   Ownership, Annuitant and Beneficiary Designations.....................................................................23
ACCOUNT VALUE AND SURRENDER VALUE........................................................................................23
   Account Value in the Sub-accounts.....................................................................................23
   Account Value of the Fixed Allocations................................................................................23
RIGHTS, BENEFITS AND SERVICES............................................................................................24
   Additional Purchase Payments..........................................................................................24
   Changing Revocable Designations.......................................................................................24
   Allocation Rules......................................................................................................25
   Transfers.............................................................................................................25
     Renewals............................................................................................................26
     Dollar Cost Averaging...............................................................................................26
   Rebalancing...........................................................................................................27
   Distributions.........................................................................................................27
     Surrender...........................................................................................................27
     Medically-Related Surrender.........................................................................................27
     Free Withdrawals....................................................................................................28
     Partial Withdrawals.................................................................................................28
     Systematic Withdrawals..............................................................................................28
     Minimum Distributions...............................................................................................29
     Death Benefit.......................................................................................................30
     Annuity Payments....................................................................................................30
     Qualified Plan Withdrawal Limitations...............................................................................32
   Pricing of Transfers and Distributions................................................................................32
   Voting Rights.........................................................................................................33
   Transfers, Assignments or Pledges.....................................................................................33
   Reports to You........................................................................................................33
SALE OF THE ANNUITIES....................................................................................................33
   Distribution..........................................................................................................33
   Advertising...........................................................................................................34
CERTAIN TAX CONSIDERATIONS...............................................................................................34
   Our Tax Considerations................................................................................................34
   Tax Considerations Relating to Your Annuity...........................................................................35
     Non-natural Persons.................................................................................................35
     Natural Persons.....................................................................................................35
     Distributions.......................................................................................................35
     Loans, Assignments and Pledges......................................................................................35
     Gifts...............................................................................................................36
     Penalty on Distributions............................................................................................36
     Annuity Payments....................................................................................................36
     Tax Free Exchanges..................................................................................................36
     Transfers Between Investment Options................................................................................36
     Estate and Gift Tax Considerations..................................................................................36
     Generation-Skipping Transfers.......................................................................................37
     Diversification.....................................................................................................37
     Federal Income Tax Withholding......................................................................................37
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans...........................................37
     Individual Retirement Programs......................................................................................37
     Tax Sheltered Annuities.............................................................................................37
     Corporate Pension and Profit-sharing Plans..........................................................................37
     H.R. 10 Plans.......................................................................................................38
     Tax Treatment of Distributions from Qualified Annuities.............................................................38
     Section 457 Plans...................................................................................................38
OTHER MATTERS............................................................................................................38
   Deferral of Transactions..............................................................................................38
   Resolving Material Conflicts..........................................................................................38
   Modification..........................................................................................................38
   Misstatement of Age or Sex............................................................................................39
   Ending the Offer......................................................................................................39
   Indemnification.......................................................................................................39
   Legal Proceedings.....................................................................................................39
THE COMPANY..............................................................................................................39
   Lines of Business.....................................................................................................39
   Selected Financial Data...............................................................................................40
   Management's Discussion and Analysis of Financial Condition and Results of Operations.................................41
   Results of Operation..................................................................................................41
   Liquidity and Capital Resources.......................................................................................43
     Segment Information.................................................................................................43
   Reinsurance...........................................................................................................43
   Future Fees Payable to Parent.........................................................................................44
   Surplus Notes.........................................................................................................44
   Reserves..............................................................................................................45
   Competition...........................................................................................................45
   Employees.............................................................................................................45
   Regulation............................................................................................................45
   Executive Officers and Directors......................................................................................45
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................................................48
FINANCIAL STATEMENTS.....................................................................................................48
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.........................................49
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT
   OBJECTIVES AND POLICIES...............................................................................................49
</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,  requirements of and
events  relating to the person or entity  designated as the  participant in such
certificate.

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

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

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

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

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

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

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

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

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

"You" or "your" means the Owner.




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

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

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

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

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

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

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

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

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

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

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

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

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

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

   
         (9)  Rights,  Benefits  and  Services:  You have a number of rights and
benefits  under an Annuity once issued.  We also  currently  provide a number of
services to Owners. These rights,  benefits and services are subject to a number
of rules and conditions.  These rights,  benefits and services include,  but are
not  limited  to,  those  described  in this  Prospectus.  We accept  additional
Purchase  Payments during the  accumulation  phase. You may use bank drafting to
make Purchase  Payments.  We support certain Periodic  Purchase 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 may  offer
rebalancing  during the  accumulation  phase (see  "Dollar Cost  Averaging"  and
"Rebalancing").  During the accumulation phase, surrender,  free withdrawals and
partial  withdrawals are available,  as are  medically-related  surrenders under
which  the  contingent   deferred   sales  charge  is  waived  under   specified
circumstances.  In the accumulation  phase we offer Systematic  Withdrawals and,
for Annuities used in qualified  plans,  Minimum  Distributions.  We offer fixed
annuity  options,  and may offer  adjustable  annuity options that can guarantee
payments for life. In the accumulation phase, a death benefit may be payable. In
most  jurisdictions,  this  death  benefit  will not be less than an  increasing
minimum amount, subject to certain limitations.  You may transfer or assign your
Annuity unless such rights are limited in  conjunction  with certain uses of the
Annuity.  You may exercise  certain  voting rights in relation to the underlying
mutual fund portfolios in which the Sub-accounts  invest.  You have the right to
receive certain reports periodically.
    

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

   
         (10) The Company:  American  Skandia Life  Assurance  Corporation  is a
wholly owned  subsidiary of American  Skandia  Investment  Holding  Corporation,
whose  indirect  parent is Skandia  Insurance  Company  Ltd.  Skandia  Insurance
Company Ltd. is a Swedish company that holds a number of insurance  companies in
many countries.  The  predecessor to Skandia  Insurance  Company Ltd.  commenced
operations in 1855. For more  information,  see the section entitled The Company
and the following  subsections:  (a) Lines of Business;  (b) Selected  Financial
Data;  (c)  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations (including: (i) Results of Operations;  (ii) Liquidity and
Capital  Resources;  and  (iii)  Segment  Information);   (d)  Reinsurance;  (e)
Reserves;  (f)  Competition;  (g) Employees;  (h) Regulation;  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 the exhibits  thereto at the SEC's public reference
facilities at the above address,  Rm. 1024, and at the SEC's Regional Offices, 7
World Trade Center, New York, NY, and the Everett McKinley Dirksen Building, 219
South  Dearborn  Street,  Chicago,  IL.  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:  The Annual Report on Form 10-K
for the year ended  December 31, 1996  previously  filed by the Company with the
SEC under the Securities  Exchange Act of 1934 is  incorporated  by reference in
this Prospectus.
    

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

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

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

More detail regarding the expenses of the underlying  mutual fund portfolios may
be found in either the  prospectus  for such mutual fund or the annual report of
the mutual fund. The expenses of our  Sub-accounts  (not those of the underlying
mutual fund portfolios in which our Sub-accounts  invest) are the same no matter
which  Sub-account  you choose.  Therefore,  these  expenses are only shown once
below. In certain states, premium taxes may be applicable.


<TABLE>
<CAPTION>


         Your Transaction Expenses

<S>                                                                     <C>                              <C>    
Contingent Deferred Sales Charge,                                                                    7.5% of each Purchase Payment,
as a percentage of Purchase Payments liquidated,                                                            decreasing 1% per year,
                                                                                       with none applicable as to a Purchase Payment
                                                                                                   starting in the eighth year after
                                                                                                   it was allocated to Account Value

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

Tax Charges                                                             Dependent on the requirements of the applicable jurisdiction

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

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

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

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

   
Unless  otherwise  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. See the prospectus
or  statement  of  additional  information  of the  underlying  mutual  fund for
details.
<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
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Variable Product Series Fund
<S>                                 <C>           <C>             <C>             <C>             <C>          <C>  
   
  Premier Growth(1)                 0.72%         1.00%               N/A         0.23%           0.95%        1.23%
  Global Bond                       0.44%         0.65%               N/A         0.50%           0.94%        1.15%
  Growth & Income                   0.63%        0.625%               N/A        0.195%           0.82%        0.82%
  Short-Term Multi-Market           0.00%         0.55%             0.95%         1.54%           0.95%        2.09%
  U.S. Government/High Grade 
     Securities                     0.54%         0.60%               N/A         0.38%           0.92%        0.98%
  Total Return                      0.46%        0.625%               N/A        0.495%           0.95%        1.12%
  International                     0.04%         1.00%               N/A         0.91%           0.95%        1.91%
  Money Market                      0.50%         0.50%               N/A         0.19%           0.69%        0.69%
  Global Dollar                     0.00%         0.75%            0.95%          1.22%           0.95%        1.97%
  North American Government Income  0.19%         0.65%               N/A         0.76%           0.95%        1.41%
  Utility Income                    0.19%         0.75%               N/A         0.76%           0.95%        1.51%
  Growth                            0.75%         0.75%               N/A         0.18%           0.93%        0.93%
  Worldwide Privatization           0.10%         1.00%               N/A         0.85%           0.95%        1.85%
  Conservative Investors            0.30%         0.75%               N/A         0.65%           0.95%        1.40%
  Growth Investors                  0.00%         0.75%            0.95%          1.10%           0.95%        1.85%
</TABLE>
    

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

   
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 for the underlying mutual
fund portfolios.

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

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

         Examples (amounts shown are rounded to the nearest dollar)

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

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

<S>                                                             <C>              <C>              <C>             <C>
   
AVP U.S. Government/High Grade                                  99               130              163             273
AVP Total Return                                               100               131              165             277
AVP International                                              100               131              165             277
AVP Short-Term Multi-Market                                    100               131              165             277
AVP Growth and Income                                           98               127              158             263
AVP Premier Growth                                             100               131              165             277
AVP Money Market                                                97               123              152             250
AVP North American Government Income                           100               131              165             277
AVP Global Dollar Government                                   100               131              165             277
AVP Utility Income                                             100               131              165             277
AVP Global Bond                                                100               131              165             276
AVP Conservative Investors                                     100               131              165             277
AVP Growth Investors                                           100               131              165             277
AVP Growth                                                     100               131              164             274
AVP Worldwide Privatization                                    100               131              165             277
</TABLE>
    

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

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

<S>                                                             <C>               <C>             <C>             <C>
   
AVP U.S. Government/High Grade                                  24                75              128             273
AVP Total Return                                                25                76              130             277
AVP International                                               25                76              130             277
AVP Short-Term Multi-Market                                     25                76              130             277
AVP Growth and Income                                           23                72              123             263
AVP Premier Growth                                              25                76              130             277
AVP Money Market                                                22                68              117             250
AVP North American Government Income                            25                76              130             277
AVP Global Dollar Government                                    25                76              130             277
AVP Utility Income                                              25                76              130             277
AVP Global Bond                                                 25                76              130             276
AVP Conservative Investors                                      25                76              130             277
AVP Growth Investors                                            25                76              130             277
AVP Growth                                                      25                76              129             274
AVP Worldwide Privatization                                     25                76              130             277
</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 AVP 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 the Sub-accounts
under the  Annuity  offered  pursuant  to this  Prospectus.  No  information  is
provided for  Sub-accounts  that were not operational  prior to the date of this
Prospectus.

         Unit Prices and Numbers of Units:  The following  table shows:  (a) the
Unit Price as of the dates  shown for Units in each of the Class 1  Sub-accounts
of Separate Account B that commenced operations prior to January 1, 1997 and are
being  offered  pursuant  to  this  Prospectus;  and  (b) the  number  of  units
outstanding in each Sub-account as of the dates shown. The portfolios in which a
particular Sub-account invests may or may not have commenced operations prior to
the date such Sub-account commenced  operations.  The initial offering price for
each Sub-account was $10.
    
<TABLE>
<CAPTION>

                                     Sub-Account and the Year Sub-account Operations Commenced

                                    AVP U.S.                                                AVP              AVP
                                   Government            AVP              AVP           Short-Term         Growth
                                      High              Total           Inter-            Multi-             and
                                      Grade            Return          national           Market           Income
                                     (1992)            (1992)           (1992)            (1992)           (1992)
                                     ------            ------           ------            ------           ------
No. of Units
<S>                                  <C>               <C>               <C>               <C>              <C>    
   
as of 12/31/96                       185,268           300,093           258,640           21,778           333,181
as of 12/31/95                       196,478           236,194           159,749           27,220           256,492
as of 12/31/94                        53,792            20,623            59,089        1,839,569         2,652,224
as of 12/31/93                        81,644            33,503            19,040        1,963,502         1,632,107
as of 12/31/92                        79,941             9,573             7,995        1,021,786           491,506

Unit Price
as of 12/31/96                        $11.90            $14.11            $14.35           $10.92            $18.47
as of 12/31/95                         11.77             12.43             13.57            10.11             15.10
as of 12/31/94                         10.01             10.19             12.53             9.60             11.28
as of 12/31/93                         10.58             10.74             11.91            10.42             11.48
as of 12/31/92                          9.82              9.94              9.93             9.91             10.42
</TABLE>
    
<TABLE>
<CAPTION>

                                     Sub-Account and the Year Sub-account Operations Commenced

                                                                       AVP North        AVP Global
                                       AVP               AVP           American           Dollar             AVP
                                     Premier            Money         Government        Government         Utility
                                     Growth*           Market           Income            Income           Income
                                     (1992)            (1992)           (1994)            (1994)           (1994)
                                     ------            ------           ------            ------           ------
No. of Units
<S>                                  <C>               <C>                <C>              <C>               <C>   
   
as of 12/31/96                       324,710           169,930            27,786           61,473            67,898
as of 12/31/95                       242,960           233,258            64,465           65,026            64,410
as of 12/31/94                     2,802,431            34,276            11,541           42,277             1,963
as of 12/31/93                     1,042,445                 0                 0                0                 0
as of 12/31/92                       332,442             3,011                 0                0                 0

Unit Price
as of 12/31/96                        $20.66            $10.90            $12.33           $14.56            $12.57
as of 12/31/95                         17.07             10.56             10.54            11.82             11.82
as of 12/31/94                         11.95             10.20              8.71             9.75              9.87
as of 12/31/93                         12.49             10.01                 0                0                 0
as of 12/31/92                         11.25              9.93                 0                0                 0
</TABLE>
    



<TABLE>
<CAPTION>



                                     Sub-Account and the Year Sub-account Operations Commenced


                                       AVP              AVP               AVP                                AVP
                                     Global         Conservative        Growth              AVP           Worldwide
                                      Bond            Investors        Investors          Growth        Privatization
                                     (1994)            (1994)           (1994)            (1994)           (1994)
                                     ------            ------           ------            ------           ------
No. of Units
<S>                                   <C>               <C>               <C>             <C>               <C>    
   
as of 12/31/96                        30,644            87,961            80,640          330,184           105,845
as of 12/31/95                        18,122            70,909            70,250          244,481            83,741
as of 12/31/94                             0                 0                 0                0                 0
as of 12/31/93                             0                 0                 0                0                 0
as of 12/31/92                             0                 0                 0                0                 0

Unit Price
as of 12/31/96                        $12.84            $11.88            $12.69           $17.30            $12.81
as of 12/31/95                         12.26             11.61             11.90            13.65             10.96
as of 12/31/94                             0                 0                 0                0                 0
as of 12/31/93                             0                 0                 0                0                 0
as of 12/31/92                             0                 0                 0                0                 0
</TABLE>
    

* Formerly known as the AVP Growth Sub-account.

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

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

   
          Sub-account                          Current Yield                    Effective Yield
         Money Market                              3.38%                             3.44%
</TABLE>
    

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

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





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

Sub-account                                                                                Underlying Mutual Fund Portfolio


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


* Formerly AVP Growth Sub-account and Growth Portfolio.

Certain  Sub-accounts may not be available in all jurisdictions.  If and when we
obtain approval of the applicable  authorities to make such variable  investment
options   available,   we  will  notify  Owners  of  the  availability  of  such
Sub-accounts.  We may make other  underlying  mutual funds available by creating
new  Sub-accounts.  Additionally,  new  portfolios  may be made available by the
creation  of new  Sub-accounts  from time to time.  Such a new  portfolio  of an
underlying mutual fund will be disclosed in its prospectus. However, addition of
a portfolio  does not require us to create a new  Sub-account  to invest in that
portfolio.  We may take other  actions in  relation to the  Sub-accounts  and/or
Separate Account B (see "Modification").

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

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

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

   
The prospectus for the Fund should be read in  conjunction  herewith.  A copy of
each prospectus may be obtained without charge from us by calling 1-800-752-6342
or writing to us at 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 will take those  steps  needed to make such Fixed  Allocations
available to purchasers to whom  Annuities were issued prior to the date of such
approval.

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

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

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


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

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

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


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

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

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

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

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

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

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

The only  Sub-accounts  available for allocation of your Account Value are those
offered pursuant to this Prospectus.  Persons  interested in our other annuities
may be offered the same or different  Sub-accounts of Separate  Account B or any
of our other separate  accounts.  Such Sub-accounts may invest in some or all of
the same underlying  mutual funds or portfolios of such underlying  mutual funds
as the Sub-accounts offered pursuant to this Prospectus.

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

Separate  Account B is registered with the SEC under the Investment  Company Act
of  1940  (the  "1940  Act")  as a unit  investment  trust,  which  is a type of
investment  company.  This does not  involve any  supervision  by the SEC of the
investment  policies,  management or practices of Separate  Account B. As of the
date of this  Prospectus,  we offer  fifteen  of the  Sub-accounts  in  Separate
Account  B  pursuant  to this  Prospectus.  Each of these  fifteen  Sub-accounts
invests only in a single  corresponding  portfolio of Alliance Variable Products
Series Fund, Inc.  Persons  interested in our other annuities may be offered the
same or  different  Sub-accounts  of  Separate  Account  B or any  other  of our
separate  accounts.  Such  Sub-accounts  may  invest  in some or all of the same
portfolios of the fund as the Sub-accounts  offered pursuant to this Prospectus.
As of the  date of this  Prospectus,  the  Annuities  offered  pursuant  to this
prospectus  and  annuities  offered  pursuant to a number of other  prospectuses
maintained  assets in Class 1 Sub-accounts.  We may offer  additional  annuities
that maintain assets in Class 1 Sub-accounts.  In addition,  some of the Class 1
Sub-accounts  may invest in underlying  mutual funds or  underlying  mutual fund
portfolios in which Sub-accounts in other classes of Separate Account B invest.

You  will  find  additional  information  about  these  underlying  mutual  fund
portfolios in the  prospectus for the Fund.  Portfolios  added to the underlying
mutual fund may or may not be offered through added Sub-accounts.

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

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

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

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

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

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

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

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

   
                  (a) Investments  may 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 fund portfolios.  We also may charge you for special services,
such as dollar cost averaging,  Systematic  Withdrawals,  Minimum Distributions,
and additional reports. As of the date of this Prospectus,  we do not charge you
for any special services.

         Contingent  Deferred Sales Charge:  Although we incur sales expenses in
connection  with  the  sale of  contracts  (for  example,  preparation  of sales
literature,  expenses  of selling  and  distributing  the  contracts,  including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be  assessed.  We assess a  contingent  deferred  sales  charge  against the
portion of any  withdrawal or surrender  that is deemed to be a  liquidation  of
your Purchase  Payments paid within the preceding  seven years.  The  contingent
deferred sales charge applies to each Purchase  Payment that is liquidated.  The
charge  decreases as the Purchase  Payment ages. The aging of a Purchase Payment
is measured  from the date it is applied to your Account  Value.  The charge is:
year 1 -7.5%; year 2 - 6.5%; year 3 - 5.5%; year 4 - 4.5%; year 5 - 3.5%; year 6
- - 2.5%; year 7 - 1.5%; year 8 and thereafter - 0%.

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

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

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

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

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

   
         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,  if any, from your  Purchase  Payments if the tax is then
incurred or from your Account Value when applied under an annuity  option if the
tax is incurred at that time. The amount of the tax varies from  jurisdiction to
jurisdiction.  It may also vary  depending on whether the Annuity  qualifies for
certain  treatment under the Code. In each  jurisdiction,  the state legislature
may  change  the  amount of any  current  tax,  may  decide  to impose  the tax,
eliminate  it, or change the time it  becomes  payable.  In those  jurisdictions
imposing  such a tax,  the tax rates  currently in effect range up to 3 1/2% 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
any Annuity Year. However,  the fee is only charged if there is Account Value in
at least one Sub-account immediately subsequent to such transfer.

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

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

   
         Administration Charge: We assess each Class 1 Sub-account,  on a daily
basis,  an  administration  charge.  The charge is 0.15% per year of the average
daily total value of such Sub-account. The administration charge and maintenance
fee can be increased only for Annuities issued  subsequent to the effective date
of any such change.
    
       

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

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

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

   
With respect to the mortality risk charge, we assume the risk that the mortality
experience under the Annuities may be less favorable than our assumptions.  This
could  arise for a number of  reasons,  such as when  persons  upon whose  lives
annuity  payments  are  based  live  longer  than we  anticipated,  or when  the
Sub-accounts  decline in value resulting in losses in paying death benefits.  If
our mortality  assumptions prove to be inadequate,  we will absorb any resulting
loss.  Conversely,   if  the  actual  experience  is  more  favorable  than  our
assumptions,  then we will benefit  from the gain.  We also assume the risk that
the administration charge may be insufficient to cover our administration costs.
    

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

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

         Uses Of The Annuity:  The Annuity may be issued in  connection  with or
purchased as a funding vehicle for certain retirement plans designed to meet the
requirements of various sections of the Code, including Sections 401 (corporate,
association,  or self-employed  individuals'  retirement plans),  Section 403(b)
(tax-sheltered annuities available to employees of certain qualifying employers)
and  Section 408  (individual  retirement  accounts  and  individual  retirement
annuities - "IRAs"; Simplified Employee Pensions). With respect to tax sheltered
annuities,  purchasers of the contracts for such purposes  should seek competent
advice  as to  eligibility,  limitations  on  permissible  amounts  of  Purchase
Payments  and  other  tax  consequences   associated  with  the  contracts.   In
particular,  purchasers should consider that the contract provides an increasing
minimum  death  benefit.  It is  possible  that  such  death  benefit  could  be
characterized  as an  incidental  death  benefit.  If the death  benefit were so
characterized,  this could result in currently taxable income to purchasers.  In
addition,  there are limitations on the amount of incidental death benefits that
may be provided under a tax-sheltered  annuity.  Even if the death benefit under
the contract were  characterized as an incidental death benefit,  it is unlikely
to violate  those limits unless the purchaser  also  purchases a life  insurance
contract as part of his or her tax-sheltered annuity plan.

We may require  additional  information  regarding such plans before we issue an
Annuity  to be used in  connection  with  such  retirement  plans.  We may  also
restrict  or  change  certain  rights  and  benefits  if, in our  opinion,  such
restrictions  or changes are necessary for your Annuity to be used in connection
with  such  retirement  plans.  We may  elect to no longer  offer  Annuities  in
connection  with  various  retirement  plans.  The  Annuity  may also be used in
connection  with plans that do not qualify  under the sections of the Code noted
above. Some of the potential tax consequences resulting from various uses of the
Annuities are discussed in the section entitled "Certain Tax Considerations".

         Application  And  Initial  Payment:  You  must  meet  our  underwriting
requirements  and forward a Purchase Payment if you seek to purchase an Annuity.
These requirements may include a properly completed Application. We may issue an
Annuity  without  completion of an Application for certain classes of Annuities,
where  permitted  by law.  The  minimum  initial  Purchase  Payment we accept is
$10,000 if the Annuity is not to be used in  connection  with a plan designed to
qualify for special treatment under the Code (see "Certain Tax  Considerations")
or unless you authorize the use of bank drafting to make Purchase  Payments (see
"Bank  Drafting").  The  minimum  is  $2,000  if the  Annuity  is  purchased  in
connection  with a plan which is designed to so qualify unless you authorize the
use of bank drafting to make Purchase Payments.  If you choose bank drafting, we
will  accept  a lower  Purchase  Payment  provided  that the  Purchase  Payments
received in the first year total at least $1,000.  The initial  Purchase Payment
must be paid by  check or by wire  transfer.  It  cannot  be made  through  bank
drafting.  Our Office must give you prior  approval  before we accept a Purchase
Payment that would  result in the Account  Value of all  annuities  you maintain
with us  exceeding  $500,000.  We confirm  each  Purchase  Payment  in  writing.
Multiple  annuities  purchased  from us  within  the same  calendar  year may be
treated for tax  purposes as if they were a single  annuity  (see  "Certain  Tax
Considerations").

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

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

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

<TABLE>
<CAPTION>
                                                                                             Additional Amount as a
                  Purchase Payment                                               Percentage of the Purchase Payment

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

                  At least $5,000,000.00 or more                                                              3.75%
</TABLE>

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

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

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

         Bank  Drafting:  You may make  Purchase  Payments to your Annuity using
bank drafting, but only for allocations to variable investment options. However,
you must pay at least one prior Purchase  Payment by check or wire transfer.  We
will accept an initial Purchase Payment lower than our standard minimum Purchase
Payment  requirement  of $10,000 if you also furnish bank drafting  instructions
that  provide  amounts  that  will  meet  a  $1,000  minimum   Purchase  Payment
requirement to be paid within 12 months.  For Annuities  designed to qualify for
special tax treatment under the Code, we will accept an initial Purchase Payment
lower than our standard minimum  Purchase  Payment  requirement of $2,000 if you
also furnish bank drafting  instructions  that provide  amounts that will meet a
$1,000 minimum Purchase Payment requirement to be paid within 12 months. We will
accept an initial  Purchase  Payment in an amount as low as $100, but it must be
accompanied  by a bank drafting  authorization  form allowing  monthly  Purchase
Payments of at least $75.

   
         Periodic  Purchase   Payments:   We  may,  from   time-to-time,   offer
opportunities  to make  Purchase  Payments  automatically  on a periodic  basis,
subject to our rules. These  opportunities may include,  but are not limited to,
certain salary  reduction  programs agreed to by an employer.  As of the date of
this Prospectus,  we only agree to accept Purchase  Payments on such a basis if:
(a) we receive  your  request In Writing for a salary  reduction  program and we
agree to accept Purchase Payments on this basis; (b) the allocations are only to
variable  investment options or the frequency and number of allocations to fixed
investment  options is limited in accordance  with our rules;  and (c) the total
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  and less  any  Additional  Amounts  added  due to  premium  size  (see
"Breakpoints").  This is the  "standard  refund".  If  necessary to meet Federal
requirements for IRAs or certain state law  requirements,  we return the greater
of the "standard  refund" or the Purchase Payments received less any withdrawals
(see  "Allocation of Net Purchase  Payments").  We tell you how we determine the
amount payable under any such right at the time we issue your Annuity.  Upon the
termination of the "free-look" period, if you surrender your Annuity, you may be
assessed  certain  charges  (see  "Charges  Assessed or  Assessable  Against the
Annuity").  We require that your  initial  Purchase  Payments,  as well as other
Purchase  Payments  will be  allocated  in  accordance  with  the  then  current
requirements  of any  rebalancing,  asset  allocation  or market  timing type of
program which you have authorized or have authorized an independent  third party
to use in connection with your Annuity (see "Allocation Rules").
    

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

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

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

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

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

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

   
You must name an Annuitant.  We do not accept a designation of joint Annuitants.
You may  name  one or more  Contingent  Annuitants.  There  may be  adverse  tax
consequences if a Contingent  Annuitant succeeds an Annuitant and the Annuity is
owned  by a trust  that is  neither  tax  exempt  nor  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  retirements  plans designed to meet the requirements of Section 401
of the Code.
    

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

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

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

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

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





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

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

                                     where:

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

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

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

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

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

   
RIGHTS, BENEFITS AND SERVICES: The Annuity provides various rights, benefits and
services  subsequent  to its  issuance  and your  decision to keep it beyond the
free-look  period. A number of these rights,  benefits and services,  as well as
some of the rules and conditions to which they are subject, are described below.
These rights,  benefits and services include, but are not limited to: (a) making
additional  Purchase  Payments;   (b)  changing  revocable   designations;   (c)
transferring  Account Values between investment options;  (d) receiving lump sum
payments, Systematic Withdrawals or Minimum Distributions,  annuity payments and
death  benefits;  (e)  transferring  or assigning  your Annuity;  (f) exercising
certain  voting rights in relation to the underlying  mutual fund  portfolios in
which the Sub-accounts invest; and (g) receiving reports. These rights, benefits
and services may be limited,  eliminated or altered when an Annuity is purchased
in  conjunction  with a qualified  plan. We may require  presentation  of proper
identification, including a personal identification number ("PIN") issued by us,
prior to accepting any instructions by telephone 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 or 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 $1000 except as part of a bank drafting program (see "Bank Drafting")
or unless we authorize lower payments  pursuant to a Periodic  Purchase  Payment
program  (see  "Periodic  Purchase  Payments"),  or less where  required by law.
Additional  Purchase  Payments may be paid at any time before the Annuity  Date.
Subject to our allocation  rules, we allocate  additional Net Purchase  Payments
according  to  your   written   allocation   instructions.   Should  no  written
instructions be received with an additional  Purchase  Payment,  we shall return
your additional Purchase Payment.
    

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

   
         Allocation  Rules:  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 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  any  rebalancing  services  we may offer (see
"Rebalancing");  or  (b)  authorize  an  independent  third  party  to  transact
transfers on your behalf and such third party  arranges for  rebalancing  of any
portion of your Account Value in accordance with any asset allocation  strategy;
or (c) authorize an independent third party to transact  transfers in accordance
with a market  timing  strategy;  then we require  that all  Purchase  Payments,
including the initial Purchase  Payment,  received while your Annuity is subject
to such an arrangement are allocated to the same  investment  options and in the
same proportions as then required pursuant to the applicable rebalancing,  asset
allocation  or  market  timing  program,   unless  we  have  received  alternate
instructions.   Such  allocation  requirements  terminate  simultaneous  to  the
termination of an authorization  for rebalancing or any authorization to a third
party to transact transfers on your behalf. 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
its Guarantee Period,  and then from the Fixed Allocation with the next shortest
amount of time  remaining to the end of its Guarantee  Period,  etc.; and (b) if
there are multiple Fixed  Allocations  with the same amount of time left in each
Guarantee  Period, as between such Fixed Allocations we first take Account Value
from the Fixed Allocation that had the shorter Guarantee Period.

   
         Transfers:  In the  accumulation  phase you may transfer  Account Value
between  investment  options,  subject to our allocation  rules (see "Allocation
Rules").   Transfers  are  not  subject  to  taxation  (see  "Transfers  Between
Investment  Options").  We charge $10.00 for each transfer  after the twelfth in
any Annuity Year,  including  transfers  transacted as part of any  rebalancing,
market  timing,  asset  allocation or similar  program which 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
fund portfolios;  or (b) we are informed by the underlying  mutual fund that the
purchase  or  redemption  of shares is to be  restricted  because  of  excessive
trading  or a  specific  transfer  or group of  transfers  is  deemed  to have a
detrimental  effect  on share  prices  of an  affected  underlying  mutual  fund
portfolio or portfolios.

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

In order to help you determine  whether you wish to transfer Account Values to a
Fixed  Allocation,  you may obtain our Current Rates by writing us or calling us
at 1-800-766-4530 or contact our customer service  department  electronically at
[email protected].  When  calling  us 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 to
you for transfers or allocations of Net Purchase  Payments  during any period in
which you authorize such third party to act on your behalf.  We give you, and/or
the third  party you  authorize  prior  notification  of any such  restrictions.
However,  we will not enforce such a  restriction  if we are  provided  evidence
satisfactory  to us that:  (a) such third party has been appointed by a court of
competent  jurisdiction to act on your behalf;  or (b) such third party has been
appointed by you to act on your behalf for all your financial affairs.

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

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

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

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

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

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

   
Dollar cost averaging is available from any of the investment  options we choose
to make available for such a program. Your annuity must have an Account Value of
not less than  $10,000  at the time of the first  transfer  under a dollar  cost
averaging  program.  Transfers  under a dollar  cost  averaging  program are 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; and (f) you may
not  simultaneously  use Account Value in any Fixed Allocation to participate in
dollar  cost   averaging   and  receive   Systematic   Withdrawals   or  Minimum
Distributions  from such Fixed  Allocation  (see  "Systematic  Withdrawals"  and
"Minimum Distributions").

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

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

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

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

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

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

   
         Distributions:  Distributions  available  from your Annuity  during the
accumulation  phase  include  surrender,   medically-related   surrender,   free
withdrawals,  partial withdrawals,  Systematic  Withdrawals,  (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 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
living as of the date we pay the proceeds of such surrender request;  (b) if the
Owner is one or more  natural  persons,  all such  Owners must also be living at
such time; (c) we must receive satisfactory proof of the Annuitant's confinement
or Fatal Illness In Writing;  and (d) this benefit is not available if the total
Purchase  Payments  received exceed  $500,000.00 for all annuities  issued by us
with this benefit for which the same person is named as Annuitant. For contracts
issued before May 1, 1996 a "Contingency Event" occurs if the Annuitant is:
    

         (1)      First confined in a "Medical Care Facility" while your Annuity
                  is in force  and  remains  confined  for at least 90 days in a
                  row; or

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

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

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

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

The maximum amount available as a free withdrawal  during an Annuity Year is the
greater of your Annuity's "growth" or 10% of "new" Purchase  Payments.  "Growth"
equals the then current Account Value less all "unliquidated"  Purchase Payments
and  less  the  value  at the  time  credited  of any  Additional  Amounts  (see
"Breakpoints").  "Unliquidated"  means not previously  surrendered or withdrawn.
"New"  Purchase  Payments are those received in the seven (7) years prior to the
date as of  which a free  withdrawal  occurs.  For  purposes  of the  contingent
deferred sales charge, amounts withdrawn as a free withdrawal are not considered
a  liquidation  of Purchase  Payments.  Therefore,  any free  withdrawal  of new
Purchase  Payments  will not  reduce  the  amount of any  applicable  contingent
deferred sales charge upon surrender.

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

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

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

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

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

         (4)      Other Surrender Value.

   
                  Systematic  Withdrawals:  We offer  Systematic  Withdrawals of
earnings  only,  principal  plus  earnings or a flat dollar  amount.  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 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.

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

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

   
If your Annuity is used as a funding vehicle for certain  retirement  plans that
receive  special tax treatment  under  Sections 401, 408, or 403(b) 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 are 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 tax 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 specific
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 programs of Systematic  Withdrawals.
You may elect to have the 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.

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

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

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

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

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

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

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


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


You may choose an Annuity Date,  an annuity  option and the frequency of annuity
payments  when you  purchase  an  Annuity,  or at a later  date.  Your choice of
Annuity  Date and  annuity  option may be limited  depending  on your use of the
Annuity and the applicable jurisdiction. Subject to our rules, you may choose an
Annuity  Date,  option and  frequency  of  payments  suitable  to your needs and
circumstances.  You should consult with competent tax and financial  advisors as
to the appropriateness of any such choice. For Annuities subject to Pennsylvania
law,  the  Annuity  Date may not  exceed  the  first day of the  calendar  month
following the Annuitant's 85th birthday.

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

In the absence of an election In Writing:  (a) the Annuity Date is the first day
of the calendar month first following the later of the Annuitant's 85th birthday
or the  fifth  anniversary  of our  receipt  at our  Office of your  request  to
purchase an Annuity;  and (b) fixed monthly  payments will commence under option
2, described below, with 10 years certain. For Annuities subject to Pennsylvania
law, in the absence of an election In Writing: (a) the Annuity Date is the first
day of the calendar month following the Annuitant's 85th birthday; and (b) fixed
monthly  payments will commence  under Option 2,  described  below with 10 years
certain.  The amount to be applied is your  Annuity's  Account Value 15 business
days prior to the Annuity Date. In determining your annuity payments,  we credit
interest using our then current  crediting  rate for this purpose,  which is not
less than 3% of interest per year,  between the date Account Value is applied to
an annuity  option and the Annuity Date.  If there is any  remaining  contingent
deferred sales charge applicable as of the Annuity Date, then the annuity option
you select must include a certain period of not less than 5 years' duration.  As
a result of this rule, making additional Purchase Payments within seven years of
the Annuity Date will prevent you from choosing an annuity option with a certain
period of less than 5 years'  duration.  Annuity  options in  addition  to those
shown are available with our consent.  The minimum  initial amount payable under
the adjustable or the fixed annuity option is the minimum initial annuity amount
we allow  under our then  current  rules.  Should you wish to receive a lump sum
payment,  you must request to surrender  your Annuity  prior to the Annuity Date
(see  "Surrender").  The 3% interest rate noted above is 4% for Annuities issued
prior to the date we implemented this change.

You may elect to have any amount of the proceeds due to the Beneficiary  applied
under  any of the  options  described  below.  Except  where a lower  amount  is
required by law, the minimum monthly annuity payment is $50.

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

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

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

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

         (3) Option 3 - Payments Based on Joint Lives: Under this option, income
is  payable  periodically  during  the  joint  lifetime  of two key  lives,  and
thereafter during the remaining lifetime of the survivor,  ceasing with the last
payment prior to the survivor's death.

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

The first payment varies according to the annuity options and payment  frequency
selected.  The first periodic  payment is determined by multiplying  the Account
Value  (expressed  in  thousands  of dollars) as of the close of business on the
fifteenth day preceding the Annuity Date,  plus interest at not less than 3% per
year from such date to the  Annuity  Date,  by the amount of the first  periodic
payment per $1,000 of value  obtained  from our  annuity  rates for that type of
annuity and for the  frequency of payment  selected.  Our rates will not be less
than our guaranteed  minimum rates.  These guaranteed  minimum rates are derived
from the 1983a  Individual  Annuity  Mortality Table with ages set back one year
for males and two years for females and with an assumed  interest rate of 4% per
annum.  Where required by law or regulation,  such annuity table will have rates
that do not differ according to the gender of the key life. Otherwise, the rates
will differ according to the gender of the key life. The 3% interest rates noted
above are 4% for Annuities issued prior to the date we implemented this change.

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

With respect to the  restrictions on withdrawals set forth above, the Company is
relying  upon: 1) a no-action  letter dated  November 28, 1988 from the staff of
the Securities and Exchange Commission to the American Council of Life Insurance
with  respect  to  annuities  issued  under  section  403(b)  of the  Code,  the
requirements  of which have been complied with by the Company;  and 2) Rule 6c-7
under the 1940 Act with respect to annuities  made  available  through the Texas
Optional Retirement  Program,  the requirements of which have been complied with
by the Company.

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

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

   
         (2) We price  "unscheduled"  transfers,  partial  withdrawals  and free
withdrawals  as of the  date we  receive  at our  Office  the  request  for such
transactions.   "Unscheduled"  transfers  include  any  transfers  processed  in
conjunction  with  any  market  timing  program,  or  transfers  not  previously
scheduled with us at our Office pursuant to any rebalancing, asset allocation or
similar program which you authorize to be employed on you behalf.  "Unscheduled"
transfers received pursuant to an authorization to accept transfers, 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 applicable Unit Price for the Units transferred or distributed.
The pricing of transfers and distributions  involving Fixed Allocations includes
the  determination  of any applicable  MVA. Any applicable MVA alters the amount
available when all the Account Value in a Fixed Allocation is being  transferred
or  distributed.  Any  applicable  MVA alters the amount of Interim Value needed
when only a portion of the Account Value is being  transferred  or  distributed.
Unit  Prices  may  change  each  Valuation  Period  to  reflect  the  investment
performance of the  Sub-accounts.  The MVA  applicable to each Fixed  Allocation
changes  once each month and also each time we declare a different  rate for new
Fixed  Allocations.  Payment  (but not pricing) is subject to our right to defer
transactions for a limited period (see "Deferral of Transactions").

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

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

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

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

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

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

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

   
         Reports  to You:  We mail to Owners,  at their  last  known  address of
record,  any  statements  and reports  required by applicable law or regulation.
Owners should  therefore give us prompt notice of any address change.  We send a
confirmation  statement  to Owners  each time a  transaction  is made  affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or  withdrawals.  Quarterly  statements  are also mailed  detailing the activity
affecting your Annuity during the calendar quarter.  You may request  additional
reports.  We  reserve  the right to  charge  up to $50 for each such  additional
report.  Instead of immediately  confirming  transactions  made pursuant to some
type of periodic transfer program (such as a dollar cost averaging program) or a
periodic Purchase Payment program,  such as a salary reduction  arrangement,  we
may confirm such  transactions  in quarterly  statements.  You should review the
information in these  statements  carefully.  All errors or corrections  must be
reported  to us at our  Office 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 7.5% and a portion  of  compensation  may be paid from time to time
based on all or a  portion  of  Account  Value.  We  reserve  the  right to base
concessions  from  time-to-time  on the  investment  options  chosen by  Annuity
Owners,  including  investment  options that may be deemed our  "affiliates"  or
"affiliates" of ASM, Inc. under the Investment Company Act of 1940.

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

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

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

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

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

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

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

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

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

   
         Tax  Considerations  Relating to Your  Annuity:  Section 72 of the Code
governs the taxation of annuities in general.  Taxation of an annuity is largely
dependent upon: (a) whether it is used in a qualified  pension or profit sharing
plan or other retirement  arrangement  eligible for special  treatment under the
Code;  and (b) the  status  of the  beneficial  owner  as  either a  natural  or
non-natural  person (when the annuity is not used in a retirement  plan eligible
for special tax treatment).  Non-natural persons include  corporations,  trusts,
and  partnerships,  except  where these  entities  own an annuity 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
greater of 6 months or the period  permitted by law. If we defer a  distribution
or transfer from any Fixed Allocation or any annuity payout for more than thirty
days,  or less where  required  by law,  we pay  interest  at the  minimum  rate
required  by law but not less  than  3%,  or at  least  4% if  required  by your
contract,  per year on the amount deferred.  We may defer payment of proceeds of
any  distribution  from any Sub-account or any transfer from a Sub-account for a
period not to exceed 7 calendar days from the date the  transaction is effected.
Any  deferral  period  begins on the date such  distribution  or transfer  would
otherwise have been transacted (see "Pricing of Transfers and Distributions").

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

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

   
         Modification:  We reserve the right to any or all of the following: (a)
combine a Sub-account with other Sub-accounts; (b) combine Separate Account B or
a portion  thereof  with  other  "unitized"  separate  accounts;  (c)  terminate
offering certain  Guarantee Periods for new or renewing Fixed  Allocations;  (d)
combine  Separate Account D with other  "non-unitized"  separate  accounts;  (e)
deregister Separate Account B under the 1940 Act; (f) operate Separate Account B
as a  management  investment  company  under the 1940 Act or in any  other  form
permitted by law; (g) make changes  required by any change in the Securities Act
of 1933,  the  Exchange  Act of 1934 or the 1940 Act;  (h) make changes that are
necessary to maintain the tax status of your  Annuity  under the Code;  (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>            <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  INFORMATIONCONTENTS OF THE STATEMENT OF
ADDITIONAL  INFORMATION:  The  following  are the  contents of the  Statement of
Additional Information:

         (1)      General Information  Regarding American Skandia Life Assurance
                  Corporation

         (2)      Principal Underwriter

         (3)      Calculation of Performance Data

         (4)      Unit Price Determinations

         (5)      Calculating the Market Value Adjustment

         (6)      Independent Auditors

         (7)      Legal Experts

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

   
     FINANCIAL STATEMENTS: The consolidated financial statements which follow in
Appendix A are those of American  Skandia  Life  Assurance  Corporation  for the
years ended  December 31,  1996,  and 1995 and for the three years in the period
ended December 31, 1996.  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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>












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

                   American Skandia Life Assurance Corporation
                            Attention: 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 ALLIANCE CAPITAL NAVIGATOR
          ANNUITY (05/97).
================================================================================
    



        -----------------------------------------------------------------
                                (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 by:

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







ALLIANCE N4  
                                                      

                       STATEMENT OF ADDITIONAL lNFORMATION

                     THE ALLIANCE CAPITAL NAVIGATOR ANNUITY

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

THIS STATEMENT OF ADDITIONAL  lNFORMATlON IS NOT A PROSPECTUS.  THE  INFORMATION
CONTAINED  HEREIN  SHOULD BE READ IN  CONJUNCTlON  WITH THE  PROSPECTUS  FOR THE
ALLIANCE  CAPITAL  NAVIGATOR  ANNUITY  CONTRACTS ISSUED BY AMERICAN SKANDIA LIFE
WHICH ARE REFERRED TO HEREIN.

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


   
                         Date of Prospectus: May 1, 1997
            Date of Statement of Additional Information: May 1, 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                                                                                                 3
Calculating the Market Value Adjustments                                                                                  4
Independent Auditors                                                                                                      6
Legal Experts                                                                                                             6
Appendix A - Financial Statements for Separate Account B (Class 1 Sub-accounts)                                           7
</TABLE>

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

   
PRINCIPAL  UNDERWRITER:  American Skandia Marketing,  Incorporated ("ASM, Inc.")
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. A number of the Class 1 Sub-accounts of Separate
Account B invest in portfolios offered by American Skandia Trust.
    


ACN-SAI (05/97)


<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.

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 total 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.     Yrs.     Yrs.    Yrs.    -Date          Yr.     Yrs.   Yrs.  Yrs.      -Date

<S>                               <C>       <C>       <C>     <C>     <C>        <C>        <C>        <C>   <C>    <C>   
   
AVP U.S. Government/
    High Grade Bond               -6.42%    2.20%      N/A     N/A    3.42%       -6.35%    2.28%      N/A   N/A    3.51%
AVP Total Return                   5.92%    7.89%      N/A     N/A    8.38%        6.00%    7.97%      N/A   N/A    8.48%
AVP International                 -1.83%    4.69%      N/A     N/A    8.84%       -1.75%    4.77%      N/A   N/A    8.94%
AVP Short-Term
    Multi-Market                   0.45%   -0.30%      N/A     N/A    2.14%        0.52%   -0.22%      N/A   N/A    2.23%
AVP Growth and Income             14.62%   15.73%      N/A     N/A   11.27%       14.71%   15.82%      N/A   N/A   11.35%
AVP Premier Growth                13.27%   16.82%      N/A     N/A   16.99%       13.35%   16.90%      N/A   N/A   17.08%
AVP North American
    Government Income              9.36%      N/A      N/A     N/A    6.25%        9.45%      N/A      N/A   N/A    6.34%
AVP Global Dollar
    Government                    15.42%      N/A      N/A     N/A   13.37%       15.50%      N/A      N/A   N/A   13.46%
AVP Utility Income                -1.21%      N/A      N/A     N/A    7.50%       -1.13%      N/A      N/A   N/A    7.59%
AVP Global Bond                   -2.84%      N/A      N/A     N/A    7.34%       -2.77%      N/A      N/A   N/A    7.43%
AVP Conservative Investors        -5.21%      N/A      N/A     N/A    5.69%       -5.14%      N/A      N/A   N/A    5.79%
AVP Growth Investors              -0.91%      N/A      N/A     N/A    8.24%       -0.84%      N/A      N/A   N/A    8.35%
AVP Growth                        18.92%      N/A      N/A     N/A   26.35%       19.00%      N/A      N/A   N/A   26.47%
AVP Worldwide Privatization        9.18%      N/A      N/A     N/A    9.39%        9.26%      N/A      N/A   N/A    9.50%
    
</TABLE>


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

<S>                               <C>      <C>         <C>    <C>    <C>          <C>      <C>         <C>   <C>   <C>
   
AVP U.S. Government/
    High Grade Bond                1.09%    4.00%      N/A     N/A    4.23%        1.02%    3.93%      N/A   N/A    4.14%
AVP Total Return                  13.43%    9.52%      N/A     N/A    9.15%       13.35%    9.44%      N/A   N/A    9.06%
AVP International                  5.69%    6.41%      N/A     N/A    9.61%        5.61%    6.33%      N/A   N/A    9.51%
AVP Short-Term
    Multi-Market                   7.96%    1.58%      N/A     N/A    2.45%        7.89%    1.51%      N/A   N/A    2.36%
AVP Growth and Income             22.14%   17.16%      N/A     N/A   11.60%       22.05%   17.08%      N/A   N/A   11.52%
AVP Premier Growth                20.78%   18.23%      N/A     N/A   17.53%       20.70%   18.14%      N/A   N/A   17.44%
AVP North American
    Government Income             16.88%      N/A      N/A     N/A    8.18%       16.80%      N/A      N/A   N/A    8.09%
AVP Global Dollar
    Government                    22.93%      N/A      N/A     N/A   15.11%       22.85%      N/A      N/A   N/A   15.02%
AVP Utility Income                 6.30%      N/A      N/A     N/A    9.40%        6.23%      N/A      N/A   N/A    9.32%
AVP Global Bond                    4.67%      N/A      N/A     N/A    7.76%        4.60%      N/A      N/A   N/A    7.68%
AVP Conservative Investors         2.30%      N/A      N/A     N/A    8.12%        2.23%      N/A      N/A   N/A    8.02%
AVP Growth Investors               6.60%      N/A      N/A     N/A   10.62%        6.52%      N/A      N/A   N/A   10.51%
AVP Growth                        26.43%      N/A      N/A     N/A   28.22%       26.34%      N/A      N/A   N/A   28.10%
AVP Worldwide Privatization       16.69%      N/A      N/A     N/A   11.63%       16.61%      N/A      N/A   N/A   11.52%
    
</TABLE>

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

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

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

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

         (a) is the net result of:

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

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

         (b) is the net result of:

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

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

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

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

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

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

                                     where:

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

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

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

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

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

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

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

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

         Example

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

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

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

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

         (a) MVA = [(1+I)/(1+J)]N/12 = [1.05/1.06]2 = 0.981221; and

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

   
INDEPENDENT  AUDITORS:  Deloitte & Touche LLP, Two World Financial  Center,  New
York,  New York  10281-1433,  independent  auditors,  have audited the financial
statements of American  Skandia Life Assurance  Corporation and American Skandia
Life Assurance Corporation Variable Account B (Class 1 Sub-accounts).  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, 1996 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 their 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
statements which follow 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 (Class 1) that are
not available in the product described in the applicable prospectus.
    

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

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








<PAGE>

















                                   APPENDIX A







<PAGE>
 
INDEPENDENT AUDITORS' REPORT
- -------------------------------------
 
To the Contractowners of
       American Skandia Life Assurance Corporation
       Variable Account B -- Class 1 and the
       Board of Directors of
       American Skandia Life Assurance Corporation
       Shelton, Connecticut
 
We have audited the accompanying statement of assets and liabilities of
thirty-eight sub-accounts of American Skandia Life Assurance Corporation
Variable Account B -- Class 1, referred to in Note 1, as of December 31, 1996,
and the related statements of operations and of changes in net assets for the
periods presented. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1996 with the managers of
the mutual funds. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the thirty-eight sub-accounts of American
Skandia Life Assurance Corporation Variable Account B -- Class 1, referred to in
Note 1, as of December 31, 1996, the results of their operations and the changes
in their net assets for the periods presented in conformity with generally
accepted accounting principles.
 
/s/ DELOITTE & TOUCHE LLP
    New York, New York
    February 24, 1997
 
                                        1

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENT OF ASSETS AND LIABILITIES
 
AS OF DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                                            <C>
                                                           ASSETS
Investment in mutual funds at market value (Note 2):
    Neuberger & Berman Advisers Management Trust (NBAMT):
        Partners Portfolio - 17,235,428 shares (cost $252,220,320)...........................................  $  284,039,856
    The Alger American Fund (AAF):
        Small Capitalization Portfolio - 14,919,017 shares (cost $612,357,930)...............................     610,336,967
        Growth Portfolio - 15,898,581 shares (cost $513,077,654).............................................     545,798,284
        MidCap Growth Portfolio - 14,261,340 shares (cost $294,980,303)......................................     304,479,611
    American Skandia Trust (AST):
        AST Putnam International Equity Portfolio - 17,653,669 shares (cost $311,808,079)....................     339,303,520
        AST Putnam Balanced Portfolio - 21,492,256 shares (cost $244,716,073)................................     283,482,862
        Lord Abbett Growth and Income Portfolio - 29,986,461 shares (cost $438,171,600)......................     514,867,536
        JanCap Growth Portfolio - 46,773,289 shares (cost $728,506,213)......................................     878,870,094
        AST Money Market Portfolio - 473,454,566 shares (cost $473,454,566)..................................     473,454,566
        Federated Utility Income Portfolio - 9,473,411 shares (cost $107,373,785)............................     121,543,860
        Federated High Yield Portfolio - 16,080,244 shares (cost $181,177,070)...............................     195,053,356
        T. Rowe Price Asset Allocation Portfolio - 8,883,634 shares (cost $102,119,001)......................     117,885,821
        T. Rowe Price International Equity Portfolio - 31,616,824 shares (cost $337,892,317).................     381,615,072
        T. Rowe Price International Bond Portfolio - 8,739,399 shares (cost $90,247,924).....................      95,259,454
        T. Rowe Price Natural Resources Portfolio - 5,943,389 shares (cost $78,165,603)......................      86,000,844
        Founders Capital Appreciation Portfolio - 12,089,067 shares (cost $191,352,834)......................     203,096,326
        Founders Passport Portfolio - 9,719,932 shares (cost $108,793,556)...................................     113,042,807
        INVESCO Equity Income Portfolio - 24,004,874 shares (cost $292,396,763)..............................     335,828,184
        PIMCO Total Return Bond Portfolio - 30,923,051 shares (cost $335,912,330)............................     343,555,100
        PIMCO Limited Maturity Bond Portfolio - 18,570,563 shares (cost $194,506,259)........................     200,747,783
        Berger Capital Growth Portfolio - 9,298,219 shares (cost $129,625,463)...............................     133,801,373
        Robertson Stephens Value + Growth Portfolio - 4,283,569 shares (cost $44,859,096)....................      47,076,423
    Alliance Variable Products Series Fund (AVP):
        Short-Term Multi-Market Portfolio - 22,165 shares (cost $236,912)....................................         237,828
        Premier Growth Portfolio - 427,191 shares (cost $7,031,691)..........................................       6,706,894
        Growth and Income Portfolio - 375,224 shares (cost $5,737,506).......................................       6,153,676
        U.S. Government/High Grade Securities Portfolio - 191,347 shares (cost $2,160,400)...................       2,204,322
        Total Return Portfolio - 289,505 shares (cost $3,635,414)............................................       4,235,458
        International Portfolio - 249,247 shares (cost $3,466,053)...........................................       3,711,291
        Money Market Portfolio - 1,852,009 shares (cost $1,852,009)..........................................       1,852,009
        North American Government Income Portfolio - 27,676 shares (cost $288,567)...........................         342,627
        Global Dollar Government Portfolio - 62,492 shares (cost $696,253)...................................         894,885
        Utility Income Portfolio - 67,243 shares (cost $804,595).............................................         853,315
        Global Bond Portfolio - 33,512 shares (cost $383,011)................................................         393,434
        Conservative Investors Portfolio - 86,608 shares (cost $980,510).....................................       1,045,359
        Growth Investors Portfolio - 80,343 shares (cost $916,848)...........................................       1,023,572
        Growth Portfolio - 318,699 shares (cost $4,597,031)..................................................       5,711,086
        Worldwide Privatization Portfolio - 103,252 shares (cost $1,171,306).................................       1,355,698
    Montgomery Emerging Markets (MV):
        Emerging Markets Fund - 2,272,498 shares (cost $23,760,207)..........................................      24,202,102
                                                                                                               --------------
                Total Invested Assets........................................................................   6,670,063,255

Receivable from American Skandia Life Assurance Corp.........................................................      16,835,912
Receivable from Alliance Variable Products Series Fund.......................................................          32,956
Receivable from American Skandia Trust.......................................................................       4,983,208
                                                                                                               --------------
                Total Assets.................................................................................  $6,691,915,331
                                                                                                               ==============
</TABLE>
 
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
 
                                        2

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENT OF ASSETS AND LIABILITIES (CONCLUDED)
 
AS OF DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                                              <C>
                                                        LIABILITIES
Payable to Contractowners (Note 5).............................................................................  $   356,008
Payable to The Alger American Fund.............................................................................    3,027,688
Payable to Neuberger & Berman Advisers Management Trust........................................................   18,278,328
Payable to Montgomery..........................................................................................      190,465
                                                                                                                 -----------
                Total Liabilities..............................................................................  $21,852,489
                                                                                                                 -----------
</TABLE>
 
                                   NET ASSETS
 
<TABLE>
<CAPTION>
                                                                                                        UNIT
                               CONTRACTOWNERS' EQUITY                                     UNITS        VALUE
- ------------------------------------------------------------------------------------    ----------     ------
<S>                                                                                     <C>            <C>        <C>
    NBAMT - Partners................................................................    18,457,334      15.39     $  284,039,856
    AAF - Small Capitalization......................................................    14,939,269      40.85        610,336,967
    AAF - Growth....................................................................    15,666,357      34.84        545,798,284
    AAF - MidCap Growth.............................................................    14,528,945      20.96        304,479,611
    AST - Putnam International Equity...............................................    17,220,688      19.70        339,303,520
    AST - Putnam Balanced...........................................................    20,691,852      13.70        283,482,862
    AST - Lord Abbett Growth and Income.............................................    28,937,085      17.79        514,867,536
    AST - JanCap Growth.............................................................    46,779,164      18.79        878,870,094
    AST - Money Market..............................................................    42,435,169      11.16        473,454,566
    AST - Federated Utility Income..................................................     9,062,152      13.41        121,543,860
    AST - Federated High Yield......................................................    15,460,522      12.62        195,053,356
    AST - T. Rowe Price Asset Allocation............................................     8,863,840      13.30        117,885,821
    AST - T. Rowe Price International Equity........................................    32,628,595      11.70        381,615,072
    AST - T. Rowe Price International Bond..........................................     8,677,712      10.98         95,259,454
    AST - T. Rowe Price Natural Resources...........................................     6,061,852      14.19         86,000,844
    AST - Founders Capital Appreciation.............................................    12,282,211      16.54        203,096,326
    AST - Founders Passport.........................................................     9,922,698      11.39        113,042,807
    AST - INVESCO Equity Income.....................................................    23,592,226      14.23        335,828,184
    AST - PIMCO Total Return Bond...................................................    29,921,643      11.48        343,555,100
    AST - PIMCO Limited Maturity Bond...............................................    18,894,375      10.62        200,747,783
    AST - Berger Capital Growth.....................................................     9,563,858      13.99        133,801,373
    AST - Robertson Stephens Value + Growth.........................................     4,324,161      10.89         47,076,423
    AVP - Short-Term Multi-Market...................................................        21,778      10.92            237,828
    AVP - Premier Growth............................................................       324,710      20.66          6,706,894
    AVP - Growth and Income.........................................................       333,181      18.47          6,153,676
    AVP - U.S. Government/High Grade Securities.....................................       185,268      11.90          2,204,236
    AVP - Total Return..............................................................       300,093      14.11          4,235,458
    AVP - International.............................................................       258,640      14.35          3,711,291
    AVP - Money Market..............................................................       169,930      10.90          1,851,938
    AVP - North American Government Income..........................................        27,786      12.33            342,614
    AVP - Global Dollar Government..................................................        61,473      14.56            894,850
    AVP - Utility Income............................................................        67,898      12.57            853,315
    AVP - Global Bond...............................................................        30,644      12.84            393,358
    AVP - Conservative Investors....................................................        87,961      11.88          1,045,319
    AVP - Growth Investors..........................................................        80,640      12.69          1,023,532
    AVP - Growth....................................................................       330,184      17.30          5,711,086
    AVP - Worldwide Privitization...................................................       105,845      12.81          1,355,646
    MV - Emerging Markets...........................................................     2,360,940      10.25         24,202,102
                                                                                                                  --------------
                Total Net Assets....................................................                              $6,670,062,842
                                                                                                                  ==============
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        3

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENT OF OPERATIONS
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                            CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                         IN:
                                                                                           --------------------------------
                                                                                                                      NBAMT
                                                                                               TOTAL                  GROWTH
                                                                                           --------------             -----
<S>                                                                                        <C>                        <C>
INVESTMENT INCOME:
  Income
    Dividends............................................................................. $   59,455,304              $ 0
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)..................    (75,500,284)               0
                                                                                           --------------              ---
NET INVESTMENT INCOME (LOSS)..............................................................    (16,044,980)               0
                                                                                           --------------              ---
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.....................................................................  2,752,743,579                0
  Cost of Securities Sold.................................................................  2,450,634,215                0
                                                                                           --------------              ---
    Net Gain (Loss).......................................................................    302,109,364                0
  Capital Gain Distributions Received.....................................................     84,541,842                0
                                                                                           --------------              ---
NET REALIZED GAIN (LOSS)..................................................................    386,651,206                0
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.....................................................................    367,501,352                0
  End of Period...........................................................................    548,630,203                0
                                                                                           --------------              ---
NET UNREALIZED GAIN (LOSS)................................................................    181,128,851                0
                                                                                           --------------              ---
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...................................... $  551,735,077              $ 0
                                                                                           ==============              ===
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        4

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------
    NBAMT - LIMITED      NBAMT          NBAMT        AAF - INCOME      AAF - SMALL
     MATURITY BOND      BALANCED      PARTNERS         & GROWTH       CAPITALIZATION     AAF - GROWTH
    ---------------     --------     -----------     ------------     --------------     ------------
<S> <C>                 <C>          <C>             <C>              <C>                <C>
          $ 0              $0        $   338,150          $0           $          0      $   292,616
            0               0         (2,291,050)          0             (7,949,234)      (6,606,236) 
          ---              --         -----------         --           ------------      -----------
            0               0         (1,952,900)          0             (7,949,234)      (6,313,620) 
          ---              --         -----------         --           ------------      -----------
            0               0         67,547,889           0            370,308,035      185,802,974
            0               0         59,953,953           0            290,021,914      141,147,682
          ---              --         -----------         --           ------------      -----------
            0               0          7,593,936           0             80,286,121       44,655,292
            0               0          4,226,875           0              2,167,385       12,009,035
          ---              --         -----------         --           ------------      -----------
            0               0         11,820,811           0             82,453,506       56,664,327
            0               0          1,468,758           0             64,763,599       36,230,794
            0               0         31,819,536           0             (2,020,963)      32,720,630
          ---              --         -----------         --           ------------      -----------
            0               0         30,350,778           0            (66,784,562)      (3,510,164) 
          ---              --         -----------         --           ------------      -----------
          $ 0              $0        $40,218,689          $0           $  7,719,710      $46,840,543
          ===              ==        ===========          ==           ============      ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        5

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                   CLASS 1 SUB-ACCOUNTS INVESTING
                                                   IN:
                                                   --------------------------------
                                                     AAF               AAF - MIDCAP
                                                   BALANCED               GROWTH
                                                   --------            ------------
<S>                                                <C>                 <C>
INVESTMENT INCOME:
  Income
    Dividends.....................................  $    0             $         0
  Expenses
    Mortality and Expense Risks Charges and
     Administrative Fees (Note 4).................       0              (3,420,973) 
                                                    ------             -----------
NET INVESTMENT INCOME (LOSS)......................       0              (3,420,973) 
                                                    ------             -----------
REALIZED GAIN ON INVESTMENTS:
  Proceeds from Sales.............................       0             126,807,265
  Cost of Securities Sold.........................       0             106,360,149
                                                    ------             -----------
    Net Gain (Loss)...............................       0              20,447,116
  Capital Gain Distributions Received.............       0               4,492,805
                                                    ------             -----------
NET REALIZED GAIN (LOSS)..........................       0              24,939,921
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.............................       0              12,587,758
  End of Period...................................       0               9,499,308
                                                    ------             -----------
NET UNREALIZED GAIN (LOSS)........................       0              (3,088,450) 
                                                    ------             -----------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS......................................  $    0             $18,430,498
                                                    ======             ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        6

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
    CLASS 1 SUB-ACCOUNTS INVESTING IN:
    -------------------------------------------------------------------------------------------
                                               AST - LORD
        AST - PUTNAM         AST - PUTNAM     ABBETT GROWTH     AST - JANCAP      AST - MONEY
    INTERNATIONAL EQUITY       BALANCED        AND INCOME          GROWTH            MARKET
    --------------------     ------------     -------------     ------------     --------------
<S> <C>                      <C>              <C>               <C>              <C>
        $  4,931,177         $ 5,143,749       $ 3,415,269      $   742,235      $   21,797,294
          (4,514,005)         (3,836,199)       (5,452,691)      (9,199,527)         (6,530,415)
        ------------         -----------       -----------      ------------     --------------
             417,172           1,307,550        (2,037,422)      (8,457,292)         15,266,879
        ------------         -----------       -----------      ------------     --------------
          46,663,279          22,392,285        33,859,616      186,617,181       1,184,850,736
          45,122,874          18,534,862        23,644,969      125,504,462       1,184,850,736
        ------------         -----------       -----------      ------------     --------------
           1,540,405           3,857,423        10,214,647       61,112,719                   0
           5,803,646           8,701,294         6,899,856       23,807,868             142,660
        ------------         -----------       -----------      ------------     --------------
           7,344,051          12,558,717        17,114,503       84,920,587             142,660
          12,135,123          28,408,798        31,970,772       85,823,919                   0
          27,495,441          38,766,789        76,695,936      150,363,881                   0
        ------------         -----------       -----------      ------------     --------------
          15,360,318          10,357,991        44,725,164       64,539,962                   0
        ------------         -----------       -----------      ------------     --------------
        $ 23,121,541         $24,224,258       $59,802,245      $141,003,257     $   15,409,539
        ============         ===========       ===========      ============     ==============
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        7

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                         CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                                       ---------------------------------------
                                                                                       AST - FEDERATED         AST - FEDERATED
                                                                                       UTILITY INCOME            HIGH YIELD
                                                                                       ---------------         ---------------
<S>                                                                                    <C>                     <C>
INVESTMENT INCOME:
  Income
    Dividends.........................................................................   $ 4,030,617             $ 3,710,932
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)..............    (1,668,748)             (1,806,155)
                                                                                         -----------             -----------
NET INVESTMENT INCOME (LOSS)..........................................................     2,361,869               1,904,777
                                                                                         -----------             -----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.................................................................    53,202,069              43,768,949
  Cost of Securities Sold.............................................................    46,107,576              38,925,979
                                                                                         -----------             -----------
    Net Gain (Loss)...................................................................     7,094,493               4,842,970
  Capital Gain Distributions Received.................................................             0                       0
                                                                                         -----------             -----------
NET REALIZED GAIN (LOSS)..............................................................     7,094,493               4,842,970
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.................................................................    13,014,530               4,761,345
  End of Period.......................................................................    14,170,075              13,876,286
                                                                                         -----------             -----------
NET UNREALIZED GAIN (LOSS)............................................................     1,155,545               9,114,941
                                                                                         -----------             -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..................................   $10,611,907             $15,862,688
                                                                                         ===========             ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                        8

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
    CLASS 1 SUB-ACCOUNTS INVESTING IN:
    ---------------------------------------------------------------------------------------------------------------------
                       AST - T. ROWE        AST - T. ROWE           AST - T. ROWE        AST - T. ROWE     AST - FOUNDERS
    AST - PHOENIX       PRICE ASSET      PRICE INTERNATIONAL     PRICE INTERNATIONAL     PRICE NATURAL        CAPITAL
    CAPITAL GROWTH      ALLOCATION             EQUITY                   BOND               RESOURCES        APPRECIATION
    --------------     -------------     -------------------     -------------------     -------------     --------------
<S> <C>                <C>               <C>                     <C>                     <C>               <C>
        $    0          $ 1,287,569          $ 1,661,271             $   671,749          $    28,495       $    512,686
             0           (1,229,311)          (4,160,660)               (987,201)            (555,332)        (1,877,399)
        ------          -----------          -----------             -----------          -----------       ------------
             0               58,258           (2,499,389)               (315,452)            (526,837)        (1,364,713)
        ------          -----------          -----------             -----------          -----------       ------------
             0            2,191,696           25,753,223              11,254,999           12,341,236        103,336,299
             0            1,776,386           22,087,475              10,443,552           10,333,105         82,346,314
        ------          -----------          -----------             -----------          -----------       ------------
             0              415,310            3,665,748                 811,447            2,008,131         20,989,985
             0              221,595                    0                 851,750               33,348          1,038,380
        ------          -----------          -----------             -----------          -----------       ------------
             0              636,905            3,665,748               1,663,197            2,041,479         22,028,365
             0            6,503,700           11,523,057               2,412,817              410,283         13,278,444
             0           15,766,820           43,722,755               5,011,530            7,835,241         11,743,492
        ------          -----------          -----------             -----------          -----------       ------------
             0            9,263,120           32,199,698               2,598,713            7,424,958         (1,534,952)
        ------          -----------          -----------             -----------          -----------       ------------
        $    0          $ 9,958,283          $33,366,057             $ 3,946,458          $ 8,939,600       $ 19,128,700
        ======          ===========          ===========             ===========          ===========       ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                        9

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                     CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                                     -------------------------------------
                                                                                     AST - FOUNDERS          AST - INVESCO
                                                                                        PASSPORT             EQUITY INCOME
                                                                                     --------------          -------------
<S>                                                                                  <C>                     <C>
INVESTMENT INCOME:
  Income
    Dividends.......................................................................  $    121,948            $ 3,570,799
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)............    (1,082,160)            (3,548,891)
                                                                                      ------------            -----------
NET INVESTMENT INCOME (LOSS)........................................................      (960,212)                21,908
                                                                                      ------------            -----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales...............................................................    17,076,296             51,408,836
  Cost of Securities Sold...........................................................    15,541,986             38,463,348
                                                                                      ------------            -----------
    Net Gain (Loss).................................................................     1,534,310             12,945,488
  Capital Gain Distributions Received...............................................             0              4,831,556
                                                                                      ------------            -----------
NET REALIZED GAIN (LOSS)............................................................     1,534,310             17,777,044
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period...............................................................        90,547             24,373,614
  End of Period.....................................................................     4,249,251             43,431,421
                                                                                      ------------            -----------
NET UNREALIZED GAIN (LOSS)..........................................................     4,158,704             19,057,807
                                                                                      ------------            -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................................  $  4,732,802            $36,856,759
                                                                                      ============            ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       10

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
    CLASS 1 SUB-ACCOUNTS INVESTING IN:
    -------------------------------------------------------------------------------------------------------
                                                                              AST - ROBERTSON
    AST - PIMCO                                                               STEPHENS VALUE
       TOTAL          AST - PIMCO                                                + GROWTH
      RETURN        LIMITED MATURITY      AST - EAGLE       AST - BERGER       (MAY 1* THRU       AVP - ST
       BOND               BOND           GROWTH EQUITY     CAPITAL GROWTH     DEC. 31, 1996)      MULTI-MKT
    -----------     ----------------     -------------     --------------     ---------------     ---------
<S> <C>             <C>                  <C>               <C>                <C>                 <C>
    $5,822,575        $    721,953          $     0         $    146,273        $         0       $ 20,039
    (4,049,438)         (2,661,060)               0           (1,305,129)          (164,435)        (3,936) 
    -----------       ------------          -------         ------------        -----------       --------
     1,773,137          (1,939,107)               0           (1,158,856)          (164,435)        16,103
    -----------       ------------          -------         ------------        -----------       --------
    68,541,623          55,735,605                0           66,513,567          5,504,581        274,463
    64,626,715          54,111,939                0           54,713,059          5,132,445        265,603
    -----------       ------------          -------         ------------        -----------       --------
     3,914,908           1,623,666                0           11,800,508            372,136          8,860
     6,385,643             288,136                0                    0                  0              0
    -----------       ------------          -------         ------------        -----------       --------
    10,300,551           1,911,802                0           11,800,508            372,136          8,860
    11,293,295           1,221,437                0            4,238,032                  0          5,043
     7,642,770           6,241,524                0            4,175,910          2,217,327            916
    -----------       ------------          -------         ------------        -----------       --------
    (3,650,525)          5,020,087                0              (62,122)         2,217,327         (4,127) 
    -----------       ------------          -------         ------------        -----------       --------
    $8,423,163        $  4,992,782          $     0         $ 10,579,530        $ 2,425,028       $ 20,836
    ===========       ============          =======         ============        ===========       ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       11

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENT OF OPERATIONS (CONT'D)
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                             CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                          IN:
                                                                                            --------------------------------
                                                                                            AVP - PREMIER       AVP - GROWTH
                                                                                               GROWTH             & INCOME
                                                                                            -------------       ------------
<S>                                                                                         <C>                 <C>
INVESTMENT INCOME:
  Income
    Dividends..............................................................................  $    30,380         $   75,952
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)...................      (85,170)           (78,021)
                                                                                             -----------         ----------
NET INVESTMENT INCOME (LOSS)...............................................................      (54,790)            (2,069)
                                                                                             -----------         ----------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales......................................................................    1,325,534          1,045,745
  Cost of Securities Sold..................................................................    1,473,112            913,668
                                                                                             -----------         ----------
    Net Gain (Loss)........................................................................     (147,578)           132,077
  Capital Gain Distributions Received......................................................    1,664,680            795,173
                                                                                             -----------         ----------
NET REALIZED GAIN (LOSS)...................................................................    1,517,102            927,250
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period......................................................................         (714)           245,034
  End of Period............................................................................     (324,797)           416,170
                                                                                             -----------         ----------
NET UNREALIZED GAIN (LOSS).................................................................     (324,083)           171,136
                                                                                             -----------         ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.......................................  $ 1,138,229         $1,096,317
                                                                                             ===========         ==========
</TABLE>
 
- --------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.
 
                                       12

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------------------------------------------------------------------------------
    AVP - U.S. GOV'T/                                                        AVP - NORTH      AVP - GLOBAL
       HIGH GRADE         AVP - TOTAL          AVP          AVP - MONEY       AMERICAN           DOLLAR
       SECURITIES           RETURN        INTERNATIONAL       MARKET        GOV'T INCOME      GOV'T INCOME
    -----------------     -----------     -------------     -----------     -------------     ------------
<S> <C>                   <C>             <C>               <C>             <C>               <C>
 
       $    60,245         $  18,005        $  18,343       $  122,455        $   3,383         $ 31,988
           (36,648)          (53,916)         (47,704)         (38,387)          (8,204)         (12,302)
       -----------         ---------        ---------       ----------        ---------         --------
            23,597           (35,911)         (29,361)          84,068           (4,821)          19,686
       -----------         ---------        ---------       ----------        ---------         --------
         1,195,081           280,002          248,911        3,895,545          521,609          170,940
         1,148,636           220,339          227,412        3,895,545          445,579          137,276
       -----------         ---------        ---------       ----------        ---------         --------
            46,445            59,663           21,499                0           76,030           33,664
            28,071             9,137           28,824                0              271            2,222
       -----------         ---------        ---------       ----------        ---------         --------
            74,516            68,800           50,323                0           76,301           35,886
           129,502           138,643           94,892                0           46,431           84,678
            43,922           600,044          245,238                0           54,060          198,632
       -----------         ---------        ---------       ----------        ---------         --------
           (85,580)          461,401          150,346                0            7,629          113,954
       -----------         ---------        ---------       ----------        ---------         --------
       $    12,533         $ 494,290        $ 171,308       $   84,068        $  79,109         $169,526
       ===========         =========        =========       ==========        =========         ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       13

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENT OF OPERATIONS (CONCLUDED)
 
FOR THE PERIODS ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                                                           -----------------------------------
                                                                                           AVP - UTILITY          AVP - GLOBAL
                                                                                              INCOME                  BOND
                                                                                           -------------          ------------
<S>                                                                                        <C>                    <C>
INVESTMENT INCOME:
  Income
    Dividends.............................................................................   $   6,307              $ 24,978
  Expenses
    Mortality and Expense Risks Charges and Administrative Fees (Note 4)..................     (13,344)               (5,330)
                                                                                             ---------              --------
NET INVESTMENT INCOME (LOSS)..............................................................      (7,037)               19,648
                                                                                             ---------              --------
REALIZED GAIN (LOSS) ON INVESTMENTS:
  Proceeds from Sales.....................................................................     430,596               268,403
  Cost of Securities Sold.................................................................     398,444               279,145
                                                                                             ---------              --------
    Net Gain (Loss).......................................................................      32,152               (10,742)
  Capital Gain Distributions Received.....................................................      12,020                 7,461
                                                                                             ---------              --------
NET REALIZED GAIN (LOSS)..................................................................      44,172                (3,281)
                                                                                             ---------              --------
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Beginning of Period.....................................................................      30,073                 8,741
  End of Period...........................................................................      48,720                10,423
                                                                                             ---------              --------
NET UNREALIZED GAIN (LOSS)................................................................      18,647                 1,682
                                                                                             ---------              --------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS......................................   $  55,782              $ 18,049
                                                                                             =========              ========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       14

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
    CLASS 1 SUB-ACCOUNTS INVESTING IN:
    --------------------------------------------------------------------------------------------------
                                                                                          MONTGOMERY
                                                                                           EMERGING
        AVP                                                                                MARKETS
    CONSERVATIVE     AVP - GROWTH        AVP         AVP - WORLDWIDE                     (MAY 1* THRU
     INVESTORS        INVESTORS         GROWTH        PRIVATIZATION      SVL - BOND     DEC. 31, 1996)
    ------------     ------------     ----------     ---------------     ----------     --------------
<S> <C>              <C>              <C>            <C>                 <C>            <C>
      $  7,155         $  5,810       $   13,322        $  10,903            $0           $   58,682
       (14,022)         (13,888)         (71,744)         (18,446)            0             (102,973)
      --------         --------       ----------        ---------            --           ----------
        (6,867)          (8,078)         (58,422)          (7,543)            0              (44,291)
      --------         --------       ----------        ---------            --           ----------
        63,521           75,703          608,286          153,385             0              707,616
        60,771           67,005          510,967          134,643             0              704,590
      --------         --------       ----------        ---------            --           ----------
         2,750            8,698           97,319           18,742             0                3,026
         3,171            1,751           87,229                0             0                    0
      --------         --------       ----------        ---------            --           ----------
         5,921           10,449          184,548           18,742             0                3,026
        39,193           46,876          106,950           15,388             0                    0
        64,849          106,724        1,114,055          184,392             0              441,895
      --------         --------       ----------        ---------            --           ----------
        25,656           59,848        1,007,105          169,004             0              441,895
      --------         --------       ----------        ---------            --           ----------
      $ 24,710         $ 62,219       $1,133,231        $ 180,203            $0           $  400,630
      ========         ========       ==========        =========            ==           ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       15

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                          CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                      ---------------------------------------------------------------------------
                                                                                                              NBAMT
                                                                     TOTAL                                   GROWTH
                                                      -----------------------------------       ---------------------------------
                                                        YEAR ENDED           YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                      DEC. 31, 1996        DEC. 31, 1995        DEC. 31, 1996       DEC. 31, 1995
                                                      --------------       --------------       -------------       -------------
<S>                                                   <C>                  <C>                  <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)....................  $  (16,044,980)      $    2,680,451            $ 0            $   (843,297) 
    Net Realized Gain (Loss)........................     386,651,206          184,349,162              0              14,970,001
    Net Unrealized Gain (Loss) On Investments.......     181,128,851          383,090,086              0               3,347,126
                                                      --------------       --------------            ---            -------------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations...............................     551,735,077          570,119,699              0              17,473,830
                                                      --------------       --------------            ---            -------------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits..............   2,579,686,408        1,266,602,756              0               8,373,298
    Net Transfers Between Sub-accounts..............       3,282,398            1,911,277              0             (66,839,025) 
    Surrenders......................................    (339,845,972)        (226,498,569)             0              (4,487,389) 
                                                      --------------       --------------            ---            -------------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions...............   2,243,122,834        1,042,015,464              0             (62,953,116) 
                                                      --------------       --------------            ---            -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS.............   2,794,857,911        1,612,135,163              0             (45,479,286) 
NET ASSETS:
    Beginning of Period.............................   3,875,204,931        2,263,069,768              0              45,479,286
                                                      --------------       --------------            ---            -------------
    End of Period...................................  $6,670,062,842       $3,875,204,931            $ 0            $          0
                                                      ==============       ==============            ===            =============
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       16

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------------------------------------------------------------------------------------------
                            NBAMT                               NBAMT                               NBAMT
                    LIMITED MATURITY BOND                     BALANCED                            PARTNERS
               -------------------------------     -------------------------------     -------------------------------
                YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        MAY 2* THRU
               DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
               -------------     -------------     -------------     -------------     -------------     -------------
<S>            <C>               <C>               <C>               <C>               <C>               <C>
                    $ 0          $   6,023,170          $ 0          $    196,640      $ (1,952,900)      $  (108,954)
                      0              3,220,438            0            11,989,043        11,820,811             2,121
                      0              2,126,276            0               526,315        30,350,778         1,468,758
                    ---          -------------          ---          ------------      ------------       -----------
                      0             11,369,884            0            12,711,998        40,218,689         1,361,925
                    ---          -------------          ---          ------------      ------------       -----------
                      0             20,053,844            0             4,424,442        71,619,427        13,540,471
                      0           (168,830,787)           0           (72,086,096)       84,608,623        81,177,931
                      0            (10,634,962)           0            (4,025,298)       (8,281,978)         (205,232)
                    ---          -------------          ---          ------------      ------------       -----------
                      0           (159,411,905)           0           (71,686,952)      147,946,072        94,513,170
                    ---          -------------          ---          ------------      ------------       -----------
                      0           (148,042,021)           0           (58,974,954)      188,164,761        95,875,095
                      0            148,042,021            0            58,974,954        95,875,095                 0
                    ---          -------------          ---          ------------      ------------       -----------
                    $ 0          $           0          $ 0          $          0      $284,039,856       $95,875,095
                    ===          =============          ===          ============      ============       ===========
 
<CAPTION>
 
- ---------------
                               AAF
                         INCOME & GROWTH
                 -------------------------------
                  YEAR ENDED        YEAR ENDED
                 DEC. 31, 1996     DEC. 31, 1995
                 -------------     -------------
<S>            <C> <C>             <C>
                      $ 0          $   (160,511) 
                        0             7,512,690
                        0             2,132,292
                      ---          ------------
                        0             9,484,471
                      ---          ------------
                        0             2,395,584
                        0           (36,041,302) 
                        0            (2,306,979) 
                      ---          ------------
                        0           (35,952,697) 
                      ---          ------------
                        0           (26,468,226) 
                        0            26,468,226
                      ---          ------------
                      $ 0          $          0
                      ===          ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       17

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                                       AAF                                     AAF
                                                              SMALL CAPITALIZATION                           GROWTH
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)......................  $ (7,949,234)       $ (5,364,107)       $ (6,313,620)       $ (2,618,367) 
    Net Realized Gain (Loss)..........................    82,453,506          44,726,114          56,664,327          16,402,138
    Net Unrealized Gain (Loss) On Investments.........   (66,784,562)         64,768,430          (3,510,164)         35,477,961
                                                        ------------        ------------        ------------        ------------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations.................................     7,719,710         104,130,437          46,840,543          49,261,732
                                                        ------------        ------------        ------------        ------------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits................   160,488,912          91,163,620         151,820,714          84,767,383
    Net Transfers Between Sub-accounts................   (18,604,621)         53,259,614          (3,813,520)        124,403,420
    Surrenders........................................   (29,202,579)        (20,174,473)        (26,028,666)        (11,629,945) 
                                                        ------------        ------------        ------------        ------------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions.................   112,681,712         124,248,761         121,978,528         197,540,858
                                                        ------------        ------------        ------------        ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............   120,401,422         228,379,198         168,819,071         246,802,590
NET ASSETS:
    Beginning of Period...............................   489,935,545         261,556,347         376,979,213         130,176,623
                                                        ------------        ------------        ------------        ------------
    End of Period.....................................  $610,336,967        $489,935,545        $545,798,284        $376,979,213
                                                        ============        ============        ============        ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       18

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -------------------------------------------------------------------------------------------------------------------
                          AAF                            AAF - MIDCAP                 AST - PUTNAM INTERNATIONAL
                       BALANCED                             GROWTH                         EQUITY PORTFOLIO
            -------------------------------     -------------------------------     -------------------------------
             YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
            DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
            -------------     -------------     -------------     -------------     -------------     -------------
<S>         <C>               <C>               <C>               <C>               <C>               <C>
                 $ 0          $     31,762      $ (3,420,973)     $ (1,451,506)     $    417,172      $ (3,574,633)
                   0             2,338,956        24,939,921        15,721,675         7,344,051        10,712,030
                   0               151,154        (3,088,450)       11,315,043        15,360,318        13,509,046
                 ---          ------------      ------------      ------------      ------------      ------------
                                 2,521,872        18,430,498        25,585,212        23,121,541        20,646,443
                   0
                 ---          ------------      ------------      ------------      ------------      ------------
                   0             1,245,151       107,653,182        46,811,319        66,473,563        45,096,265
                   0           (12,198,567)       33,560,077        33,476,913         3,477,404       (24,213,795)
                   0              (786,282)      (12,830,738)       (5,669,035)      (16,114,156)      (15,178,799)
                 ---          ------------      ------------      ------------      ------------      ------------
                               (11,739,698)      128,382,521        74,619,197        53,836,811         5,703,671
                   0
                 ---          ------------      ------------      ------------      ------------      ------------
                   0            (9,217,826)      146,813,019       100,204,409        76,958,352        26,350,114
                   0             9,217,826       157,666,592        57,462,183       262,345,168       235,995,054
                 ---          ------------      ------------      ------------      ------------      ------------
                              $          0      $304,479,611      $157,666,592      $339,303,520      $262,345,168
                   0
                 ===          ============      ============      ============      ============      ============
 
<CAPTION>
- ------------
                   AST - PUTNAM BALANCED
                         PORTFOLIO
              -------------------------------
               YEAR ENDED        YEAR ENDED
              DEC. 31, 1996     DEC. 31, 1995
              -------------     -------------
            <C>                 <C>
              $  1,307,550      $  1,532,913
                12,558,717         1,288,764
                10,357,991        27,360,336
              ------------      ------------
                24,224,258        30,182,013
              ------------      ------------
                43,740,420        24,218,451
               (20,822,657)       67,053,988
               (15,578,166)      (14,088,834) 
              ------------      ------------
                 7,339,597        77,183,605
              ------------      ------------
                31,563,855       107,365,618
               251,919,007       144,553,389
              ------------      ------------
              $283,482,862      $251,919,007
              ============      ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       19

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                                 AST LORD ABBETT                               AST
                                                                GROWTH AND INCOME                         JANCAP GROWTH
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................  $ (2,037,422)       $   (330,559)       $ (8,457,292)       $ (3,454,894) 
  Net Realized Gain (Loss)............................    17,114,503           3,132,874          84,920,587           8,739,731
  Net Unrealized Gain (Loss) On Investments...........    44,725,164          28,353,821          64,539,962          87,642,514
                                                        ------------        ------------        ------------        ------------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................    59,802,245          31,156,136         141,003,257          92,927,351
                                                        ------------        ------------        ------------        ------------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................   151,024,030          56,242,569         235,255,068          88,067,295
  Net Transfers Between Sub-accounts..................    43,730,898         112,141,060         107,524,396          15,929,654
  Surrenders..........................................   (19,963,975)         (8,837,542)        (30,452,751)        (15,318,172) 
                                                        ------------        ------------        ------------        ------------
  Net Increase (Decrease) In Net Assets Resulting From
    Capital Share Transactions........................   174,790,953         159,546,087         312,326,713          88,678,777
                                                        ------------        ------------        ------------        ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............   234,593,198         190,702,223         453,329,970         181,606,128
NET ASSETS:
  Beginning of Period.................................   280,274,338          89,572,115         425,540,124         243,933,996
                                                        ------------        ------------        ------------        ------------
  End of Period.......................................  $514,867,536        $280,274,338        $878,870,094        $425,540,124
                                                        ============        ============        ============        ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       20

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -------------------------------------------------------------------------------------------------------------------
                          AST                           AST - FEDERATED                     AST - FEDERATED
                     MONEY MARKET                       UTILITY INCOME                        HIGH YIELD
            -------------------------------     -------------------------------     -------------------------------
             YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
            DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
            -------------     -------------     -------------     -------------     -------------     -------------
<S>         <C>               <C>               <C>               <C>               <C>               <C>
            $ 15,266,879      $ 12,732,750      $  2,361,869      $  2,062,382      $  1,904,777       $   526,411
                 142,660                 0         7,094,493          (528,096)        4,842,970         1,101,217
                       0                 0         1,155,545        17,434,971         9,114,941         4,883,988
            ------------      ------------      ------------      ------------      ------------       -----------
              15,409,539        12,732,750        10,611,907        18,969,257        15,862,688         6,511,616
            ------------      ------------      ------------      ------------      ------------       -----------
             727,165,039       369,971,905        21,951,142        16,083,128        75,680,277        31,799,099
            (513,884,958)     (269,382,453)       (7,130,758)        6,339,985        31,922,087        21,528,708
             (84,537,972)      (68,678,873)       (9,308,271)       (6,365,421)       (6,321,222)       (2,061,195)
            ------------      ------------      ------------      ------------      ------------       -----------
             128,742,109        31,910,579         5,512,113        16,057,692       101,281,142        51,266,612
            ------------      ------------      ------------      ------------      ------------       -----------
             144,151,648        44,643,329        16,124,020        35,026,949       117,143,830        57,778,228
             329,302,918       284,659,589       105,419,840        70,392,891        77,909,526        20,131,298
            ------------      ------------      ------------      ------------      ------------       -----------
            $473,454,566      $329,302,918      $121,543,860      $105,419,840      $195,053,356       $77,909,526
            ============      ============      ============      ============      ============       ===========
 
<CAPTION>
 
- ------------
                       AST - PHOENIX
                      CAPITAL GROWTH
              -------------------------------
               YEAR ENDED        YEAR ENDED
              DEC. 31, 1996     DEC. 31, 1995
              -------------     -------------
 <S>            <C>             <C>
                   $ 0          $   (163,662) 
                     0             4,825,035
                     0               385,057
                   ---          ------------
                     0             5,046,430
                   ---          ------------
                     0             4,086,095
                     0           (22,578,278) 
                     0            (1,178,893) 
                   ---          ------------
                     0           (19,671,076) 
                   ---          ------------
                     0           (14,624,646) 
                     0            14,624,646
                   ---          ------------
                   $ 0          $          0
                   ===          ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       21

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                               AST - T. ROWE PRICE                     AST - T. ROWE PRICE
                                                                ASSET ALLOCATION                      INTERNATIONAL EQUITY
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)......................  $     58,258         $   (11,821)       $ (2,499,389)       $ (1,880,973) 
    Net Realized Gain (Loss)..........................       636,905              82,061           3,665,748             412,324
    Net Unrealized Gain (Loss) On Investments.........     9,263,120           6,442,301          32,199,698          14,512,745
                                                        ------------         -----------        ------------        ------------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations.................................     9,958,283           6,512,541          33,366,057          13,044,096
                                                        ------------         -----------        ------------        ------------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits................    46,522,240          19,704,164         119,850,340          53,649,285
    Net Transfers Between Sub-accounts................     8,319,695          10,966,060          54,555,193          18,923,032
    Surrenders........................................    (4,968,053)         (1,870,265)        (12,524,490)         (5,180,566) 
                                                        ------------         -----------        ------------        ------------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions.................    49,873,882          28,799,959         161,881,043          67,391,751
                                                        ------------         -----------        ------------        ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............    59,832,165          35,312,500         195,247,100          80,435,847
NET ASSETS:
    Beginning of Period...............................    58,053,656          22,741,156         186,367,972         105,932,125
                                                        ------------         -----------        ------------        ------------
    End of Period.....................................  $117,885,821         $58,053,656        $381,615,072        $186,367,972
                                                        ============         ===========        ============        ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       22

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -------------------------------------------------------------------------------------------------------------------
                  AST - T. ROWE PRICE                 AST - T. ROWE PRICE               AST - FOUNDERS CAPITAL
                  INTERNATIONAL BOND                   NATURAL RESOURCES                     APPRECIATION
            -------------------------------     -------------------------------     -------------------------------
             YEAR ENDED        YEAR ENDED        YEAR ENDED        MAY 1* THRU       YEAR ENDED        YEAR ENDED
            DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
            -------------     -------------     -------------     -------------     -------------     -------------
<S>         <C>               <C>               <C>               <C>               <C>               <C>
             $  (315,452)      $  (130,472)      $  (526,837)      $   (32,224)     $ (1,364,713)      $  (477,077)
               1,663,197            15,446         2,041,479            24,785        22,028,365           985,323
               2,598,713         2,653,251         7,424,958           410,283        (1,534,952)       11,409,803
             -----------       -----------       -----------       -----------      ------------       -----------
               3,946,458         2,538,225         8,939,600           402,844        19,128,700        11,918,049
             -----------       -----------       -----------       -----------      ------------       -----------
              36,812,978        16,066,780        26,054,732         3,205,819        62,459,429        29,337,377
              13,834,012        11,730,170        44,252,600         5,391,744        42,743,926        17,878,947
              (3,319,767)       (1,332,313)       (2,146,136)         (100,359)       (6,133,359)       (1,763,301)
             -----------       -----------       -----------       -----------      ------------       -----------
              47,327,223        26,464,637        68,161,196         8,497,204        99,069,996        45,453,023
             -----------       -----------       -----------       -----------      ------------       -----------
              51,273,681        29,002,862        77,100,796         8,900,048       118,198,696        57,371,072
              43,985,773        14,982,911         8,900,048                 0        84,897,630        27,526,558
             -----------       -----------       -----------       -----------      ------------       -----------
             $95,259,454       $43,985,773       $86,000,844       $ 8,900,048      $203,096,326       $84,897,630
             ===========       ===========       ===========       ===========      ============       ===========
 
<CAPTION>
 
- ------------
                  AST - FOUNDERS PASSPORT
                         PORTFOLIO
              -------------------------------
               YEAR ENDED        MAY 1* THRU
              DEC. 31, 1996     DEC. 31, 1995
              -------------     -------------
<S>         <C> <C>             <C>
              $   (960,212)      $  (103,431)
                 1,534,310             9,568
                 4,158,704            90,547
              ------------       -----------
                 4,732,802            (3,316)
              ------------       -----------
                49,247,999        12,245,099
                35,898,436        14,656,915
                (3,457,662)         (277,466)
              ------------       -----------
                81,688,773        26,624,548
              ------------       -----------
                86,421,575        26,621,232
                26,621,232                 0
              ------------       -----------
              $113,042,807       $26,621,232
              ============       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       23

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                                  AST - INVESCO                            AST - PIMCO
                                                                  EQUITY INCOME                         TOTAL RETURN BOND
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)......................  $     21,908        $   (519,939)       $  1,773,137        $   (164,069) 
    Net Realized Gain (Loss)..........................    17,777,044           1,171,697          10,300,551           3,447,780
    Net Unrealized Gain (Loss) On Investments.........    19,057,807          25,265,507          (3,650,525)         11,544,587
                                                        ------------        ------------        ------------        ------------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations.................................    36,856,759          25,917,265           8,423,163          14,828,298
                                                        ------------        ------------        ------------        ------------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits................   102,080,456          52,541,497         130,563,351          72,691,543
    Net Transfers Between Sub-accounts................    38,298,065          33,377,835           4,424,850          87,302,875
    Surrenders........................................   (12,612,263)         (4,408,157)        (14,513,344)         (4,178,333) 
                                                        ------------        ------------        ------------        ------------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions.................   127,766,258          81,511,175         120,474,857         155,816,085
                                                        ------------        ------------        ------------        ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............   164,623,017         107,428,440         128,898,020         170,644,383
NET ASSETS:
    Beginning of Period...............................   171,205,167          63,776,727         214,657,080          44,012,697
                                                        ------------        ------------        ------------        ------------
    End of Period.....................................  $335,828,184        $171,205,167        $343,555,100        $214,657,080
                                                        ============        ============        ============        ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       24

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                             CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                     AST
                                                                                                                  ROBERTSON
                                                                                                                  STEPHENS
             AST - PIMCO                         AST - EAGLE                         AST - BERGER                   VALUE
        LIMITED MATURITY BOND                   GROWTH EQUITY                       CAPITAL GROWTH                + GROWTH
   -------------------------------     --------------------------------     -------------------------------     -------------
    YEAR ENDED        MAY 1* THRU        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        MAY 1* THRU
   DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996      DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996
   -------------     -------------     --------------     -------------     -------------     -------------     -------------
<S><C>               <C>               <C>                <C>               <C>               <C>               <C>
   $ (1,939,107)     $   (196,743)      $          0       $   (71,973)     $ (1,158,856)      $  (293,017)      $  (164,435)
      1,911,802            74,892                  0         1,199,416        11,800,508           443,694           372,136
      5,020,087         1,221,437                  0            50,341           (62,122)        4,207,890         2,217,327
   ------------      ------------       ------------       -----------      ------------       -----------       -----------
      4,992,782         1,099,586                  0         1,177,784        10,579,530         4,358,567         2,425,028
   ------------      ------------       ------------       -----------      ------------       -----------       -----------
     89,566,304        28,824,536                  0         1,385,295        60,915,574        24,892,130        21,701,576
    (37,919,850)      127,366,630                  0        (5,725,108)       23,004,085        12,962,168        23,356,538
    (12,088,981)       (1,093,224)                 0          (301,065)       (5,328,150)         (577,822)         (406,719)
   ------------      ------------       ------------       -----------      ------------       -----------       -----------
     39,557,473       155,097,942                  0        (4,640,878)       78,591,509        37,276,476        44,651,395
   ------------      ------------       ------------       -----------      ------------       -----------       -----------
     44,550,255       156,197,528                  0        (3,463,094)       89,171,039        41,635,043        47,076,423 
    156,197,528                 0                  0         3,463,094        44,630,334         2,995,291                 0
   ------------      ------------       ------------       -----------      ------------       -----------       -----------
   $200,747,783      $156,197,528       $          0       $         0      $133,801,373       $44,630,334       $47,076,423
   ============      ============       ============       ===========      ============       ===========       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       25

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                                       AVP                                     AVP
                                                                  ST MULTI-MKT                           PREMIER GROWTH
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss)......................    $  16,103         $   (190,048)        $   (54,790)       $   (586,198) 
    Net Realized Gain (Loss)..........................        8,860           (1,088,645)          1,517,102          17,431,597
    Net Unrealized Gain (Loss) On Investments.........       (4,127)           1,777,703            (324,083)           (161,574) 
                                                          ---------         ------------         -----------        ------------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations.................................       20,836              499,010           1,138,229          16,683,825
                                                          ---------         ------------         -----------        ------------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits................       10,554            2,647,063           1,247,866          10,108,774
    Net Transfers Between Sub-accounts................      (64,032)         (18,752,062)            855,809         (50,998,389) 
    Surrenders........................................       (4,687)          (1,783,708)           (683,445)         (5,148,313) 
                                                          ---------         ------------         -----------        ------------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions.................      (58,165)         (17,888,707)          1,420,230         (46,037,928) 
                                                          ---------         ------------         -----------        ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............      (37,329)         (17,389,697)          2,558,459         (29,354,103) 
NET ASSETS:
    Beginning of Period...............................      275,157           17,664,854           4,148,435          33,502,538
                                                          ---------         ------------         -----------        ------------
    End of Period.....................................    $ 237,828         $    275,157         $ 6,706,894        $  4,148,435
                                                          =========         ============         ===========        ============
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       26

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        CLASS 1 SUB-ACCOUNTS INVESTING IN:
- -------------------------------------------------------------------------------------------------------------------
                                                              AVP
                          AVP                        U.S. GOV'T/HIGH GRADE                        AVP
                    GROWTH & INCOME                       SECURITIES                         TOTAL RETURN
            -------------------------------     -------------------------------     -------------------------------
             YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
            DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
            -------------     -------------     -------------     -------------     -------------     -------------
<S>         <C>               <C>               <C>               <C>               <C>               <C>
             $    (2,069)     $   (182,366)      $    23,597       $    (3,592)      $   (35,911)      $    (8,649)
                 927,250        10,729,759            74,516            24,185            68,800             1,453
                 171,136           106,451           (85,580)          158,423           461,401           145,629
             -----------      ------------       -----------       -----------       -----------       -----------
               1,096,317        10,653,844            12,533           179,016           494,290           138,433
             -----------      ------------       -----------       -----------       -----------       -----------
               1,405,012         6,610,412           716,115         2,219,428           779,226         2,428,200
                 211,684       (40,950,663)         (445,118)         (445,353)          211,139           167,151
                (431,607)       (2,353,444)         (391,384)         (179,310)         (185,053)           (8,142)
             -----------      ------------       -----------       -----------       -----------       -----------
               1,185,089       (36,693,695)         (120,387)        1,594,765           805,312         2,587,209
             -----------      ------------       -----------       -----------       -----------       -----------
               2,281,406       (26,039,851)         (107,854)        1,773,781         1,299,602         2,725,642
               3,872,270        29,912,121         2,312,090           538,309         2,935,856           210,214
             -----------      ------------       -----------       -----------       -----------       -----------
             $ 6,153,676      $  3,872,270       $ 2,204,236       $ 2,312,090       $ 4,235,458       $ 2,935,856
             ===========      ============       ===========       ===========       ===========       ===========
 
<CAPTION>
 
                            AVP
                       INTERNATIONAL
              -------------------------------
               YEAR ENDED        YEAR ENDED
              DEC. 31, 1996     DEC. 31, 1995
              -------------     -------------
<S>         <C> <C>             <C>
               $   (29,361)      $   (12,887)
                    50,323            41,636
                   150,346            78,475
               -----------       -----------
                   171,308           107,224
               -----------       -----------
                 1,054,232         1,519,067
                   489,930          (164,092)
                  (172,144)          (34,528)
               -----------       -----------
                 1,372,018         1,320,447
               -----------       -----------
                 1,543,326         1,427,671
                 2,167,965           740,294
               -----------       -----------
               $ 3,711,291       $ 2,167,965
               ===========       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       27

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                        -------------------------------------------------------------------------
                                                                       AVP                            AVP - NORTH AMERICAN
                                                                  MONEY MARKET                            GOV'T INCOME
                                                        ---------------------------------       ---------------------------------
                                                         YEAR ENDED          YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DEC. 31, 1996       DEC. 31, 1995       DEC. 31, 1996       DEC. 31, 1995
                                                        -------------       -------------       -------------       -------------
<S>                                                     <C>                 <C>                 <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
  Net Investment Income (Loss)........................   $    84,068         $    27,947          $  (4,821)          $   1,955
  Net Realized Gain (Loss)............................             0                   0             76,301               8,884
  Net Unrealized Gain (Loss) On Investments...........             0                   0              7,629              60,489
                                                         -----------         -----------          ---------           ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Operations........................................        84,068              27,947             79,109              71,328
                                                         -----------         -----------          ---------           ---------
CAPITAL SHARE TRANSACTIONS:
  Transfers of Annuity Fund Deposits..................     1,212,578           3,645,001             87,009             571,089
  Net Transfers Between Sub-accounts..................      (915,939)         (1,341,382)          (481,870)            172,862
  Surrenders..........................................      (991,173)           (218,733)           (20,848)           (236,568)
                                                         -----------         -----------          ---------           ---------
  Net Increase (Decrease) In Net Assets Resulting From
    Capital Share Transactions........................      (694,534)          2,084,886           (415,709)            507,383
                                                         -----------         -----------          ---------           ---------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............      (610,466)          2,112,833           (336,600)            578,711
NET ASSETS:
  Beginning of Period.................................     2,462,404             349,571            679,214             100,503
                                                         -----------         -----------          ---------           ---------
  End of Period.......................................   $ 1,851,938         $ 2,462,404          $ 342,614           $ 679,214
                                                         ===========         ===========          =========           =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       28

<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                         CLASS 1 SUB-ACCOUNTS INVESTING IN:
- --------------------------------------------------------------------------------------------------------------------
                  AVP - GLOBAL DOLLAR                    AVP - UTILITY                        AVP - GLOBAL
                     GOV'T INCOME                           INCOME                                BOND
            -------------------------------     -------------------------------     --------------------------------
             YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED       APRIL 18* THRU
            DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
            -------------     -------------     -------------     -------------     -------------     --------------
<S>         <C>               <C>               <C>               <C>               <C>               <C>
              $  19,686         $  (1,957)        $  (7,037)        $  (1,850)        $  19,648          $   (635)
                 35,886            13,874            44,172             3,714            (3,281)            2,790
                113,954            95,794            18,647            30,372             1,682             8,741
              ---------         ---------         ---------         ---------         ---------         ---------
                169,526           107,711            55,782            32,236            18,049            10,896
              ---------         ---------         ---------         ---------         ---------         ---------
                 53,408           431,237           257,410           729,387           145,733           253,264
                 (7,405)         (160,893)         (158,914)          (10,329)           16,683           (41,055)
                (89,371)          (21,497)          (62,057)           (9,568)           (9,265)             (947)
              ---------         ---------         ---------         ---------         ---------         ---------
                (43,368)          248,847            36,439           709,490           153,151           211,262
              ---------         ---------         ---------         ---------         ---------         ---------
                126,158           356,558            92,221           741,726           171,200           222,158
                768,692           412,134           761,094            19,368           222,158                 0
              ---------         ---------         ---------         ---------         ---------         ---------
              $ 894,850         $ 768,692         $ 853,315         $ 761,094         $ 393,358          $222,158
              =========         =========         =========         =========         =========         =========
 
<CAPTION>
 
- ------------
                    AVP - CONSERVATIVE
                        INVESTORS
              ------------------------------
                                MAY 29* THRU
               YEAR ENDED         DEC. 31,
              DEC. 31, 1996         1995
              -------------     ------------
<S>           <C>                <C>
               $    (6,867)       $ (3,317)
                     5,921             453
                    25,656          39,193
               -----------       ---------
                    24,710          36,329
               -----------       ---------
                   161,375         794,514
                    65,897          (5,538)
                   (30,208)         (1,760)
               -----------       ---------
                   197,064         787,216
               -----------       ---------
                   221,774         823,545
                   823,545               0
               -----------       ---------
               $ 1,045,319        $823,545
               ===========       =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       29

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
STATEMENTS OF CHANGES IN NET ASSETS (CONT'D)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
                                                         -----------------------------------------------------------------------
                                                                  AVP - GROWTH
                                                                    INVESTORS
                                                         -------------------------------                 AVP - GROWTH
                                                          YEAR ENDED        MAY 23* THRU       ---------------------------------
                                                           DEC. 31,           DEC. 31,          YEAR ENDED         FEB. 11* THRU
                                                             1996               1995           DEC. 31, 1996       DEC. 31, 1995
                                                         ------------       ------------       -------------       -------------
<S>                                                      <C>                <C>                <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
    Net Investment Income (Loss).......................   $   (8,078)         $ (3,726)         $   (58,422)        $   (10,630)
    Net Realized Gain (Loss)...........................       10,449               626              184,548              17,461
    Net Unrealized Gain (Loss) On Investments..........       59,848            46,876            1,007,105             106,950
                                                          ----------          --------          -----------         -----------
    Net Increase (Decrease) In Net Assets Resulting
      From Operations..................................       62,219            43,776            1,133,231             113,781
                                                          ----------          --------          -----------         -----------
CAPITAL SHARE TRANSACTIONS:
    Transfers of Annuity Fund Deposits.................      119,385           793,019            1,392,808           2,566,865
    Net Transfers Between Sub-accounts.................       47,004             2,960              176,099             674,694
    Surrenders.........................................      (41,112)           (3,719)            (329,312)            (17,080)
                                                          ----------          --------          -----------         -----------
    Net Increase (Decrease) In Net Assets Resulting
      From Capital Share Transactions..................      125,277           792,260            1,239,595           3,224,479
                                                          ----------          --------          -----------         -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS................      187,496           836,036            2,372,826           3,338,260
NET ASSETS
    Beginning of Period................................      836,036                 0            3,338,260                   0
                                                          ----------          --------          -----------         -----------
    End of Period......................................   $1,023,532          $836,036          $ 5,711,086         $ 3,338,260
                                                          ==========          ========          ===========         ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
See Notes to Financial Statements.
 
* Date Operations Commenced.
 
                                       30

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                           CLASS 1 SUB-ACCOUNTS INVESTING IN:
- ----------------------------------------------------------------------------------------
                                                                            MONTGOMERY
           AVP - WORLDWIDE                           SVL                     EMERGING
            PRIVATIZATION                           BOND                      MARKETS
   -------------------------------     -------------------------------     -------------
    YEAR ENDED       APR. 3* THRU       YEAR ENDED        YEAR ENDED        MAY 1* THRU
   DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996
   -------------     -------------     -------------     -------------     -------------
<S><C>               <C>               <C>               <C>               <C>
    $    (7,543)       $  (3,884)           $ 0          $  2,506,489       $   (44,291)
         18,742            1,196              0             3,138,462             3,026
        169,004           15,388              0             1,889,396           441,895
    -----------        ---------            ---          ------------       -----------
        180,203           12,700              0             7,534,347           400,630
    -----------        ---------            ---          ------------       -----------
        320,941          672,906              0             7,729,086        12,076,003
          6,114          236,237              0           (64,445,109)       11,940,796
        (69,581)          (3,874)             0            (3,767,183)         (215,327)
    -----------        ---------            ---          ------------       -----------
        257,474          905,269              0           (60,483,206)       23,801,472
    -----------        ---------            ---          ------------       -----------
        437,677          917,969              0           (52,948,859)       24,202,102
        917,969                0              0            52,948,859                 0
    -----------        ---------            ---          ------------       -----------
    $ 1,355,646        $ 917,969            $ 0          $          0       $24,202,102
    ===========        =========            ===          ============       ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       31

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
1.  ORGANIZATION
 
American Skandia Life Assurance Corporation Variable Account B -- Class 1 (the
"Account") is a separate investment account of American Skandia Life Assurance
Corporation ("American Skandia"). The Account is registered with the SEC under
the Investment Company Act of 1940 as a unit investment trust. The Account
commenced operations September 20, 1988.
 
As of December 31, 1996 the Account consisted of forty-two sub-accounts. These
financial statements report on thirty-eight sub-accounts offered in the LifeVest
Personal Security Annuity, the American Skandia Advisors Plan Annuity, the
American Skandia Advisors Plan II Annuity, the Imperium Annuity and The Alliance
Capital Navigator Annuity. Each of the thirty-eight sub-accounts invests only in
a single corresponding portfolio of either the Neuberger and Berman Advisers
Management Trust, The Alger American Fund, the American Skandia Trust, Alliance
Variable Products Series Fund, Inc. or the Montgomery Variable Series (the
"Trusts"). Neuberger and Berman Management, Inc. is the advisor for the
Neuberger and Berman Advisers Management Trust. Fred Alger Management, Inc. is
the advisor for The Alger American Fund. American Skandia Investment Services,
Incorporated is the investment manager for American Skandia Trust, while Putnam
Investment Management Inc., Lord Abbett & Co., Janus Capital Corporation, J. P.
Morgan Investment Management Incorporated, Federated Investment Counseling, T.
Rowe Price Associates, Inc., Rowe Price-Fleming International, Inc., Founders
Asset Management, Inc., INVESCO Trust Company, Pacific Investment Management
Company, Berger Associates, Inc. and Robertson, Stephens & Company Investment
Management, L.P. are the subadvisors. Alliance Capital Management L.P. is the
advisor for the Alliance Variable Products Series Fund, Inc. Montgomery Asset
Management, L.P. is the advisor for the Montgomery Funds III. The investment
advisors are paid fees for their services by the respective Trusts.
 
The following two sub-accounts commenced operations on May 1, 1996: the
Robertson Stephens Value + Growth and the Montgomery Emerging Markets.
 
During 1996, changes in investment advisors were made by proxy in certain
underlying funds. As a result, the names of the following sub-accounts were
changed: Scudder International Bond changed to T. Rowe Price International Bond
on May 1, 1996; Seligman Henderson International Equity to Putnam International
Equity on October 15, 1996; Phoenix Balanced changed to Putnam Balanced on
October 15, 1996 and the Seligman Henderson International Small Cap changed to
Founders Passport on October 15, 1996.
 
The following eight sub-accounts ceased operations on December 29, 1995: the
NBAMT-Growth; the NBAMT-Limited Maturity Bond; the NBAMT-Balanced; the
AAF-Income & Growth; the AAF-Balanced; the AST-Phoenix Capital Growth, the
AST-Eagle Growth Equity and the SVL-Bond.
 
2.  VALUATION OF INVESTMENTS
 
The market value of the investments in the sub-accounts is based on the net
asset values of the Trust shares held at the end of the current period.
Transactions are accounted for on the trade date and dividend income is
recognized on an accrual basis. Realized gains and losses on sales of
investments are determined on a first-in first-out basis.
 
3.  INCOME TAXES
 
American Skandia does not expect to incur any Federal income tax liability on
earnings, or realized capital gains attributable to the Account, therefore, no
charges for Federal income taxes are currently deducted from the Account. If
American Skandia incurs income taxes attributable to the Account, or determines
that such taxes will be incurred, it may make a charge for such taxes against
the Account.
 
                                       32

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
NOTES TO FINANCIAL STATEMENTS (CONT'D)
- --------------------------------------------------------------------------------
 
Under current laws, American Skandia may incur state and local income taxes (in
addition to premium tax) in several states. The company does not anticipate that
these will be significant. However, American Skandia may make charges to the
Account in the event that the amount of these taxes change.
 
4.  CONTRACT CHARGES
 
The following contract charges are paid to American Skandia:
 
     Mortality and Expense Risk Charges -- Charged daily against the Account at
     an annual rate of 1.25% of the net assets.
 
     Administrative Fees -- Charged daily against the Account at an annual rate
     of .15% of the net assets. A maintenance fee of $30 is deducted at the end
     of each contract year and on surrender.
 
     Contingent Deferred Sales Charges are computed as set forth in the LifeVest
     Personal Security Annuity, the American Skandia Advisors Plan Annuity, the
     American Skandia Advisor Plan II Annuity, the Imperium Annuity or The
     Alliance Capital Navigator Annuity. These charges may be imposed on the
     full, or partial surrender of certain contracts. There is no contingent
     deferred sales charge if all premiums were received at least seven complete
     years prior to the date of the full or partial surrender.
 
5.  PAYABLE TO CONTRACTOWNERS
 
Under the exchange program, new contractowners are eligible to receive an
"Exchange Credit" for the surrender charge paid to surrender exchange contracts,
with specific limitations. This Exchange Credit is converted to units on behalf
of the contractowner 30 days following issuance of the contract pursuant to the
exchange program.
 
The balance of the Exchange Credit for contracts within their first thirty days
is equal to $356,008 as of December 31, 1996.
 
                                       33

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
NOTES TO FINANCIAL STATEMENTS (CONT'D)
- --------------------------------------------------------------------------------
 
6.  CHANGES IN THE UNITS OUTSTANDING
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                         NBAMT - GROWTH
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          YEAR ENDED
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................            0          2,734,835
Units Purchased.................................................................................            0            448,525
Units Transferred Between Sub-accounts..........................................................            0         (2,956,438)
Units Surrendered...............................................................................            0           (226,922)
                                                                                                  -----------         ----------
Units Outstanding End of the Period.............................................................            0                  0
                                                                                                  ===========         ==========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                               AAF
                                                                                                          MIDCAP GROWTH
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          YEAR ENDED
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................    8,299,743          4,308,374
Units Purchased.................................................................................    5,083,028          2,610,647
Units Transferred Between Sub-accounts..........................................................    1,714,511          1,707,257
Units Surrendered...............................................................................     (568,337)          (326,535)
                                                                                                   ----------          ---------
Units Outstanding End of the Period.............................................................   14,528,945          8,299,743
                                                                                                   ==========          =========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                          AST - PHOENIX
                                                                                                         CAPITAL GROWTH
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          YEAR ENDED
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................            0          1,587,862
Units Purchased.................................................................................            0            406,857
Units Transferred Between Sub-accounts..........................................................            0         (1,883,135)
Units Surrendered...............................................................................            0           (111,584)
                                                                                                   ----------         ----------
Units Outstanding End of the Period.............................................................            0                  0
                                                                                                   ==========         ==========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                        AST - PIMCO TOTAL
                                                                                                           RETURN BOND
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          YEAR ENDED
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................   19,061,840          4,577,708
Units Purchased.................................................................................   11,344,772          6,858,117
Units Transferred Between Sub-accounts..........................................................      689,727          8,025,131
Units Surrendered...............................................................................   (1,174,696)          (399,116)
                                                                                                   ----------         ----------
Units Outstanding End of the Period.............................................................   29,921,643         19,061,840
                                                                                                   ==========         ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       34

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    -------------------------------------------------------------------------------------------------------
            NBAMT - LIMITED
             MATURITY BOND                     NBAMT - BALANCED                    NBAMT - PARTNERS
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        MAY 2* THRU
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
               0        10,689,462                 0         3,956,683         7,958,498                 0
               0         1,396,229                 0           269,961         4,955,387         1,178,962
               0       (11,348,447)                0        (3,986,078)        6,096,361         6,797,769
               0          (737,244)                0          (240,566)         (552,912)          (18,233)
      ----------       -----------        ----------        ----------        ----------         ---------
               0                 0                 0                 0        18,457,334         7,958,498
      ==========       ===========        ==========        ==========        ==========         =========
</TABLE>
 
<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    -------------------------------------------------------------------------------------------------------
             AST - PUTNAM                        AST - PUTNAM                      AST - LORD ABBETT
         INTERNATIONAL EQUITY                   BALANCED ASSET                      GROWTH & INCOME
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
      14,393,137        14,043,215        20,163,848        13,986,604        18,411,759         7,479,449
       3,274,139         2,649,360         3,228,429         2,134,234         8,738,935         3,979,610
         359,183        (1,401,250)       (1,533,273)        5,317,549         2,904,474         7,602,286
        (805,771)         (898,188)       (1,167,152)       (1,274,539)       (1,118,083)         (649,586)
      ----------        ----------        ----------        ----------        ----------        ----------
      17,220,688        14,393,137        20,691,852        20,163,848        28,937,085        18,411,759
      ==========        ==========        ==========        ==========        ==========        ==========
</TABLE>
 
<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    -------------------------------------------------------------------------------------------------------
          AST - T. ROWE PRICE                 AST - T. ROWE PRICE                 AST - T. ROWE PRICE
           ASSET ALLOCATION                  INTERNATIONAL EQUITY                 INTERNATIONAL BOND
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
       4,868,956         2,320,063        17,935,251        11,166,758         4,186,695         1,562,364
       3,539,162         1,756,929        10,259,617         5,451,722         3,327,342         1,596,914
         810,531           961,444         5,502,860         1,852,683         1,440,834         1,162,185
        (354,809)         (169,480)       (1,069,133)         (535,912)         (277,159)         (134,768)
       ---------         ---------        ----------        ----------         ---------         ---------
       8,863,840         4,868,956        32,628,595        17,935,251         8,677,712         4,186,695
       =========         =========        ==========        ==========         =========         =========
</TABLE>
 
<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    -------------------------------------------------------------------------------------------------------
           AST - PIMCO LTD.                       AST - EAGLE                        AST - BERGER
             MATURITY BOND                       GROWTH EQUITY                      CAPITAL GROWTH
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED        MAY 1* THRU       YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
      15,058,644                 0                 0           351,319         3,658,836           301,267
       8,373,371         2,833,131                 0           134,138         4,305,448         2,242,838
      (3,519,513)       12,333,359                 0          (457,740)        1,897,297         1,168,175
      (1,018,127)         (107,846)                0           (27,717)         (297,723)          (53,444)
      ----------        ----------       -----------          --------         ---------         ---------
      18,894,375        15,058,644                 0                 0         9,563,858         3,658,836
      ==========        ==========       ===========          ========         =========         =========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       35

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
NOTES TO FINANCIAL STATEMENTS (CONT'D)
- --------------------------------------------------------------------------------
 
6.  CHANGES IN THE UNITS OUTSTANDING
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                          AAF - INCOME
                                                                                                            & GROWTH
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          YEAR ENDED
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................            0          1,958,603
Units Purchased.................................................................................            0            147,593
Units Transferred Between Sub-accounts..........................................................            0         (1,962,060)
Units Surrendered...............................................................................            0           (144,136)
                                                                                                    ---------         ----------
Units Outstanding End of the Period.............................................................            0                  0
                                                                                                    =========         ==========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                       AST - JANCAP GROWTH
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          YEAR ENDED
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................   28,662,737         22,354,170
Units Purchased.................................................................................   13,114,420          6,507,267
Units Transferred Between Sub-accounts..........................................................    6,648,500            981,087
Units Surrendered...............................................................................   (1,646,493)        (1,179,787)
                                                                                                   ----------         ----------
Units Outstanding End of the Period.............................................................   46,779,164         28,662,737
                                                                                                   ==========         ==========
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                       AST - T. ROWE PRICE
                                                                                                        NATURAL RESOURCES
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          MAY 1* THRU
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................      808,605                  0
Units Purchased.................................................................................    1,894,943            306,567
Units Transferred Between Sub-accounts..........................................................    3,507,567            512,490
Units Surrendered...............................................................................     (149,263)           (10,452)
                                                                                                    ---------            -------
Units Outstanding End of the Period.............................................................    6,061,852            808,605
                                                                                                    =========            =======
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                            AVP - ST
                                                                                                            MULTI-MKT
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          YEAR ENDED
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................       27,220          1,839,569
Units Purchased.................................................................................        1,003            277,962
Units Transferred Between Sub-accounts..........................................................       (6,403)        (1,902,437)
Units Surrendered...............................................................................          (42)          (187,874)
                                                                                                       ------         ----------
Units Outstanding End of the Period.............................................................       21,778             27,220
                                                                                                       ======         ==========
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       36

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    -------------------------------------------------------------------------------------------------------
              AAF - SMALL
            CAPITALIZATION                       AAF - GROWTH                       AAF - BALANCED
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
      12,317,364         9,356,764        12,092,291         5,614,760                 0           768,128
       3,689,550         2,406,348         4,426,269         2,850,077                 0            94,924
        (413,330)        1,130,736          (110,018)        4,034,205                 0          (803,800)
        (654,315)         (576,484)         (742,185)         (406,751)                0           (59,252)
      ----------        ----------        ----------        ----------        ----------        ----------
      14,939,269        12,317,364        15,666,357        12,092,291                 0                 0
      ==========        ==========        ==========        ==========        ==========        ==========
</TABLE>
 
<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    -------------------------------------------------------------------------------------------------------
                                                AST - FEDERATED                     AST - FEDERATED
          AST - MONEY MARKET                    UTILITY INCOME                        HIGH YIELD
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
      30,564,442        27,491,389         8,642,186         7,177,232         6,915,158         2,106,791
      64,443,391        34,937,859         1,570,422         1,476,370         6,195,076         2,963,225
     (46,849,160)      (25,355,473)         (561,394)          593,245         2,837,340         2,042,843
      (5,723,504)       (6,509,333)         (589,062)         (604,661)         (487,052)         (197,701)
     -----------       -----------         ---------         ---------        ----------         ---------
      42,435,169        30,564,442         9,062,152         8,642,186        15,460,522         6,915,158
     ===========       ===========         =========         =========        ==========         =========
</TABLE>
 
<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    -------------------------------------------------------------------------------------------------------
            AST - FOUNDERS                      AST - FOUNDERS                       AST - INVESCO
         CAPITAL APPRECIATION                 PASSPORT PORTFOLIO                     EQUITY INCOME
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        MAY 1* THRU       YEAR ENDED        YEAR ENDED
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
       6,076,373         2,575,105         2,601,283                 0        13,883,712         6,633,333
       3,861,302         2,286,783         4,226,225         1,196,966         7,302,485         4,723,155
       2,701,906         1,357,850         3,368,376         1,431,454         3,284,543         2,932,812
        (357,370)         (143,365)         (273,186)          (27,137)         (878,514)         (405,588)
      ----------         ---------         ---------         ---------        ----------        ----------
      12,282,211         6,076,373         9,922,698         2,601,283        23,592,226        13,883,712
      ==========         =========         =========         =========        ==========        ==========
</TABLE>
 
<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    -------------------------------------------------------------------------------------------------------
                                                 AVP - GROWTH                      AVP - U.S. GOV'T/
         AVP - PREMIER GROWTH                      & INCOME                      HIGH GRADE SECURITIES
    -------------------------------     -------------------------------     -------------------------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995
    -------------     -------------     -------------     -------------     -------------     -------------
<S> <C>               <C>               <C>               <C>               <C>               <C>
         242,960         2,802,431           256,492         2,652,224           196,478            53,792
          62,358           698,547            81,287           498,906            52,084           198,877
          54,530        (2,892,802)           20,734        (2,711,896)          (30,067)          (40,031)
         (35,138)         (365,216)          (25,332)         (182,742)          (33,227)          (16,160)
         -------        ----------           -------        ----------           -------           -------
         324,710           242,960           333,181           256,492           185,268           196,478
         =======        ==========           =======        ==========           =======           =======
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       37

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
NOTES TO FINANCIAL STATEMENTS (CONT'D)
- --------------------------------------------------------------------------------
 
6.  CHANGES IN THE UNITS OUTSTANDING
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                       AVP - TOTAL RETURN
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          YEAR ENDED
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................      236,194             20,623
Units Purchased.................................................................................       58,602            201,820
Units Transferred Between Sub-accounts..........................................................       18,276             14,441
Units Surrendered...............................................................................      (12,979)              (690)
                                                                                                      -------            -------
Units Outstanding End of the Period.............................................................      300,093            236,194
                                                                                                      =======            =======
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                              IN:
                                                                                                --------------------------------
                                                                                                          AVP - GROWTH
                                                                                                           INVESTORS
                                                                                                --------------------------------
                                                                                                                    MAY 23* THRU
                                                                                                 YEAR ENDED           DEC. 31,
                                                                                                DEC. 31, 1996           1995
                                                                                                -------------       ------------
<S>                                                                                             <C>                 <C>
Outstanding Beginning of the Period.............................................................       70,250                 0
Units Purchased.................................................................................        9,843            70,305
Transferred Between Sub-accounts................................................................        3,933               267
Units Surrendered...............................................................................       (3,386)             (322)
                                                                                                       ------            ------
Units Outstanding End of the Period.............................................................       80,640            70,250
                                                                                                       ======            ======
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       38

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
    --------------------------------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    --------------------------------------------------------------------------------------------------------------------------------
                                                                                 AVP - NORTH AMERICAN         AST-ROBERTSON STEPHENS
          AVP - INTERNATIONAL                 AVP - MONEY MARKET                     GOV'T INCOME                 VALUE + GROWTH
    -------------------------------     -------------------------------     -------------------------------  ----------------------
     YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED        YEAR ENDED          MAY 1* THRU
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995       DEC. 31, 1996
    -------------     -------------     -------------     -------------     -------------     -------------  -----------------------
<S> <C>               <C>               <C>               <C>               <C>               <C>                      <C>
         159,749            59,089           233,258            34,276            64,465            11,541                     0
          64,368           116,244            95,176           348,552             7,713            58,642             2,089,890
          45,465           (12,854)          (67,264)         (128,439)          (42,624)           18,738             2,271,512
         (10,942)           (2,730)          (91,240)          (21,131)           (1,768)          (24,456)              (37,241)
     -----------      ------------       -----------       -----------       -----------       -----------            -----------
         258,640           159,749           169,930           233,258            27,786            64,465             4,324,161
     ===========      ============       ===========       ===========       ===========       ===========            ===========
</TABLE>
 
<TABLE>
<CAPTION>
    --------------------------------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    --------------------------------------------------------------------------------------------------------------------------------
                  AVP                           AVP - WORLDWIDE                                                    MONTGOMERY
                GROWTH                           PRIVATIZATION                        SVL - BOND                EMERGING MARKETS    
    -------------------------------     -------------------------------     -------------------------------     ----------------
     YEAR ENDED       FEB. 11* THRU      YEAR ENDED       APRIL 3* THRU      YEAR ENDED        YEAR ENDED         MAY 1* THRU
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995      DEC. 31, 1996
    -------------     -------------     -------------     -------------     -------------     -------------     ----------------
<S> <C>               <C>               <C>               <C>               <C>               <C>               <C>
         244,481                 0            83,741                 0                 0         5,363,572                  0
          79,443           195,420            24,875            62,294                 0           736,663          1,175,878
          26,767            50,339             3,053            21,808                 0        (5,742,035)         1,203,429
         (20,507)           (1,278)           (5,824)             (361)                0          (358,200)           (18,367)
     -----------       -----------       -----------       -----------       -----------       -----------        -----------
         330,184           244,481           105,845            83,741                 0                 0          2,360,940
     ===========       ===========       ===========       ===========       ===========       ===========        ===========
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       39

<PAGE>
 
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B -- CLASS 1
 
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
- --------------------------------------------------------------------------------
 
6.  CHANGES IN THE UNITS OUTSTANDING
 
<TABLE>
<CAPTION>
                                                                                                ---------------------------------
                                                                                                 CLASS 1 SUB-ACCOUNTS INVESTING
                                                                                                               IN:
                                                                                                ---------------------------------
                                                                                                       AVP - GLOBAL DOLLAR
                                                                                                          GOV'T INCOME
                                                                                                ---------------------------------
                                                                                                 YEAR ENDED          YEAR ENDED
                                                                                                DEC. 31, 1996       DEC. 31, 1995
                                                                                                -------------       -------------
<S>                                                                                             <C>                 <C>
Units Outstanding Beginning of the Period.......................................................       65,026             42,277
Units Purchased.................................................................................        2,309             39,607
Units Transferred Between Sub-accounts..........................................................         (135)           (14,789)
Units Surrendered...............................................................................       (5,727)            (2,069)
                                                                                                       ------             ------
Units Outstanding End of the Period.............................................................       61,473             65,026
                                                                                                       ======             ======
</TABLE>
 
- --------------------------------------------------------------------------------
 
* Date Operations Commenced.
 
                                       40

<PAGE>
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
    CLASS 1 SUB-ACCOUNT INVESTING IN:
    -------------------------------------------------------------------------------------------------------
                                                                                   AVP - CONSERVATIVE
             AVP - UTILITY                        AVP - GLOBAL                         INVESTORS
                INCOME                                BOND                   ------------------------------
    -------------------------------     --------------------------------                       MAY 29* THRU
     YEAR ENDED        YEAR ENDED        YEAR ENDED       APRIL 18* THRU      YEAR ENDED         DEC. 31,
    DEC. 31, 1996     DEC. 31, 1995     DEC. 31, 1996     DEC. 31, 1995      DEC. 31, 1996         1995
    -------------     -------------     -------------     --------------     -------------     ------------
<S> <C>               <C>               <C>               <C>                <C>               <C>
          64,410             1,963            18,122                 0             70,909                0
          20,361            64,163             8,941            21,540              9,669           71,578
         (11,659)             (892)            4,332            (3,331)            10,066             (514)
          (5,214)             (824)             (751)              (87)            (2,683)            (155)
         -------            ------            ------            ------             ------           ------
          67,898            64,410            30,644            18,122             87,961           70,909
          ======            ======            ======            ======             ======           ======
</TABLE>
 
- --------------------------------------------------------------------------------
 
                                       41



                                     PART C

                                OTHER INFORMATION


<PAGE>



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

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

(b)      Exhibits are attached as indicated.

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

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

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

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

   
         (4)      Copy  of  the  form  of the  Annuity  (previously  filed  in  Pre-Effective  Amendment  No.  1 to
                  Registration Statement No. 33-44436, filed March 30 1992).
                  (i)  EDGAR filing via Post-effective Amendment No. 13 to Registration Statement No. 33-44436
    

         (5)      A copy of the  application  form  used  with the  annuity  (previously  filed  in  Post-Effective
                  Amendment No. 5 to this Registration Statement, filed February 22, 1995).

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

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

         (7)      Not applicable.

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

         (9)      Opinion and consent of Werner & Kennedy.

         (10)     Consent of Deloitte & Touche LLP.

         (11)     Not applicable.

         (12)     Not applicable.

         (13)     Calculation of Performance  Information for  Advertisement  of
                  Performance  (previously  filed  in the  initial  Registration
                  Statement to this Registration Statement, filed May 7, 1992).

   
         (14)     Financial Data Schedules
    
</TABLE>



<PAGE>


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

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

   
         (1)      American   Skandia   Information   Services   and   Technology
                  ("ASIST"):  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 provides such
                  services in relation to  marketing  of certain  public  mutual
                  funds. It also has the power to carry on a general  financial,
                  securities,  distribution,  advisory,  or investment  advisory
                  business;  to act as a general  agent or broker for  insurance
                  companies  and to render  advisory,  managerial,  research and
                  consulting  services for maintaining and improving  managerial
                  efficiency and operation.

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

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

   
Item 27.  Number of Contract  Owners:  As of December 31,  1996,  there were 509
owners of Annuities.
    

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

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

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

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

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

Item 29.  Principal Underwriters:

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

(b)      Directors and officers of ASM, Inc.

<TABLE>
<CAPTION>
   
<S>                                                                             <C> 
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) American Skandia Life Assurance Corporation  ("Depositor") hereby represents
that the aggregate  fees and charges under the annuity  contracts are reasonable
in relation to the services  rendered,  the expenses expected to be incurred and
the risks assumed by the Depositor.
    



<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 29th day of April, 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,                           April 29, 1997
           Jan R. Carendi                   Chairman of the Board and Director

                                              (Principal Financial Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and                    April 29 , 1997
             Thomas M. Mazzaferro              Chief Financial Officer

                                             (Principal Accounting Officer)

       /s/ David R. Monroe                         Vice President and                          April 29, 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. 9    Opinion and consent of Werner & Kennedy

                  No. 10   Consent of Deloitte & Touche LLP

                  No. 13   EDGAR filing of the Calculation of Perfomance

                  No. 14   Financial Data Schedules






(212) 408-6900                                                        Letterhead
                                                                Werner & Kennedy
                                                                   1633 Broadway
                                                              New York, NY 10019



                                 April 28, 1997

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

        Re: Post-effective Amendment No. 8 to Form N-4 filed by American Skandia
                Life Assurance Corporation, Depositor, and American Skandia Life
                Assurance Corporation Variable Account B (Class 1 Sub-Accounts),
                                                                      Registrant
                                                      Registration No.: 33-47753
                                                Investment Company No.: 811-5438


Dear Mesdames and Messrs.:

         You have  requested  us, as general  counsel to American  Skandia  Life
Assurance Corporation ("American Skandia"),  to furnish you with this opinion in
connection with the above-referenced registration statement by American Skandia,
as Depositor, and American Skandia Life Assurance Corporation Variable Account B
(Class  1  Sub-Accounts)   ("American   Skandia   Variable  Account  B  Class  1
Sub-Accounts) as Registrant,  under the Securities Act of 1933, as amended,  and
the  Investment  Company Act of 1940,  as amended,  Registration  Statement  No.
33-47753, Investment Company Act No. 811-5438, (the "Registration Statement") of
a certain  Variable  Annuity  Contract (the  "Contract")  that will be issued by
American   Skandia  through   American  Skandia  Variable  Account  B  (Class  1
Sub-Accounts).  We  understand  that the  above  registration  is a  combination
registration with  Post-effective  Amendment No. 2 on Form S-2 filed by American
Skandia Life Assurance Corporation, Registrant, Registration No.: 33-89678.

         We  have  made  such  examination  of  the  statutes  and  authorities,
corporate  records of American  Skandia,  and other documents as in our judgment
are necessary to form a basis for opinions hereinafter expressed.

         In our  examinations,  we have assumed to genuineness of all signatures
on, and authenticity of, and the conformity to original  documents of all copies
submitted  to us. As to various  questions of fact  material to our opinion,  we
have relied upon statements and certificates of officers and  representatives of
American Skandia and others.

         Based upon the foregoing, we are of the opinion that:

     1. American Skandia is a validly existing corporation under the laws of the
State of Connecticut.


American Skandia
Life Assurance Corporation
Page 2



     2. American  Skandia  Variable  Account B (Class 1 Sub-Accounts) is validly
existing as a separate account pursuant to the laws of the State of Connecticut.

     3. The form of the Contract has been duly  authorized by American  Skandia,
and has been or will be filed in states where it is eligible for  approval,  and
upon issuance in accordance  with the laws of such  jurisdictions,  and with the
terms of the Prospectus and the Statement of Additional  Information included as
part of the  Registration  Statement,  will be valid and binding  upon  American
Skandia.

     We represent that the  above-referenced  Post-effective  Amendment No. 8 to
the Registration  Statement does not contain  disclosures  which would render it
ineligible to become effective pursuant to paragraph (b) of Rule 485.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
above-referenced  Registration  Statement of American  Skandia on Form N-4 under
the Securities Act of 1933, as amended,  and the Investment Company Act of 1940,
as amended,  and to the reference to our name under the heading "Legal  Experts"
included in the Registration Statement.


                                                     Very truly yours,



                                                 /s/ WERNER & KENNEDY



(W&K33-047753)








                                                                      Exhibit 10






INDEPENDENT AUDITORS' CONSENT

We consent to the use in this  Post-effective  Amendment  No. 8 to  Registration
Statement No. 33-47753 of American Skandia Life Assurance  Corporation  Variable
Account B (Class 1 Sub-Accounts) on Form N-4 of our report dated March 10, 1997,
included and  incorporated  by  reference  in the Annual  Report on Form 10-K of
American  Skandia Life  Assurance  Corporation  for the year ended  December 31,
1996, to the use of our report dated March 10, 1997 relating to American Skandia
Life Assurance  Corporation  appearing in the Prospectus,  which is part of this
Registration  Statement,  and to the use of our report  dated  February 24, 1997
relating to American  Skandia Life Assurance  Corporation  Variable  Account B -
Class 1 appearing in the Statement of Additional Information, which is also part
of this Registration Statement. We also consent to the reference to us under the
headings  "Independent  Auditors"  appearing  in such  Statement  of  Additional
Information and "Selected Financial Data" appearing in such Prospectus.


/s/ Deloitte & Touche LLP
New York, New York
April 28, 1997





     Calculation of Performance Information for Advertisement of Performance



The Registrant expects to use inception-to-date performance date in advertising,
and as the  Sub-accounts  age, 1 Year, 3 year, 5 year and 10 year  figures.  The
Registrant also expects to use current and effective yield  performance  data in
advertising the money-market type account.

Current and effective yield is to be calculated for a hypothetical  contract and
based on the performance of the money-market  type  Sub-account  during the last
seven  days  of  the  calendar   quarter   ending  prior  to  the  date  of  the
advertisement.  At the  beginning of such period,  the  hypothetical  Annuity is
assumed to have a balance of one Unit in the money market-type Sub-account.

         (a) The current yield will be computed by  determining  the net change,
exclusive of capital changes, in the value of the aforementioned Unit during the
seven-day  period,  subtracting a  hypothetical  charge  reflecting  the charges
against an Annuity,  and dividing the difference by the value of the Unit at the
beginning  of the  seven-day  period to obtain a base  period  return,  and then
multiplying  such base period return by (365/7) with the resulting  yield figure
carried to at least the nearest lOOth of one percent.

         (b) The effective  yield is determined by taking the base period return
noted above and compounding by adding 1, raising the sum to a power equal to 365
divided  by 7, and  subtracting  1 from the  result,  according  to the  formula
EFFECTIVE YIELD = [BASE PERIOD RETURN + 1)365/7 - 1.

Standard  and  non-standard  return  will  be  calculated  as of the end of each
calendar quarter.  The formulas for calculating  standard and non-standard total
return  for  periods  of 1-year,  3 years and from  inception-to-date  are shown
below.  The  formulas for periods of 5 and 10 years would follow the pattern for
the 3 year period. As noted above, periods beyond inception-to-date will only be
used  when the  Sub-accounts  have  aged  sufficiently  to use such  performance
figures. The formulas are as follows:

A.       Standard Total Return - 1 Year

         Standard Total Return = [(1 + x)(1 + y) - .075] - 1; where

                  x = Sub-account total return for the year 1991;

                  y             = .09% This  percentage  is the $30  maintenance
                                fee  converted to a percentage of assets for the
                                period.   Such  conversion  assumes  an  average
                                purchase  payment  of  $33,333  for  a  variable
                                annuity offered by the Registrant  pursuant to a
                                different prospectus; and

                  .075%         represents the contingent  deferred sales charge
                                during the first year  subsequent  to a Purchase
                                Payment.

B.       Non-standard Total Return - 1 Year

Non-standard  Total  Return - [(1 + x)(1 + y)] - 1; where x and y are defined as
in A, above.

C.       Standard Total Return = 3 Years

Standard Total Return = [(l + x)(1 + y)3  - .055]1/3  - 1; where

     x = Sub-account total return for the years 1989, 1990 and 1991;

     y = .09%  This  percentage  is  the  $30  maintenance  fee  converted  to a
percentage of assets for the period. Such conversion assumes an average purchase
payment of $33,333 for a variable annuity offered by the Registrant  pursuant to
a different prospectus; and

                             .055%  represents  the  contingent  deferred  sales
                             charge  during  the  third  year  subsequent  to  a
                             Purchase Payment.
D.       Non-standard Total Return - 3 Years
         Non-standard  Total Return = [(1 + x)(1 + y)]1/3 - 1; where x and y are
defined as in A, above.

E.       Standard Total Return - Inception-to-date

         Standard Total Return = [(1 + x)(1 + y)T - CDSC]365/N - 1; where

     x = Sub-account total return from inception to December 31, 1991;

     y = .09%  This  percentage  is  the  $30  maintenance  fee  converted  to a
percentage of assets for the period. Such conversion assumes an average purchase
payment of $33,333 for a variable annuity offered by the Registrant  pursuant to
a different prospectus;

     N = Number of days from inception to December 31, 1991;

     T = Duration of an Annuity as if issued on the inception  date and in force
on 12/31/91; and

     CDSC = Contingent  deferred  sales charge  applicable to such Annuity as of
12/31/91.  F. Non-standard Total Return -  Inception-to-date  Non-standard Total
Return - [(l + x)(1 + y)T] 365/N - 1;  where x, y, N and T are  defined as in E,
above.





<TABLE> <S> <C>

<ARTICLE>                     6
<LEGEND>                Separate Account Class 1
</LEGEND>
<CIK>                         826734
<NAME>          ASLAC Separate Account B Class 1
<MULTIPLIER>                                   1
<CURRENCY>                          U.S. DOLLARS
       
<S>                                       <C> 
<PERIOD-TYPE>                               YEAR
<FISCAL-YEAR-END>                    DEC-31-1996
<PERIOD-START>                        JAN-1-1996
<PERIOD-END>                         DEC-31-1996
<EXCHANGE-RATE>                                1
<INVESTMENTS-AT-COST>              6,121,433,055
<INVESTMENTS-AT-VALUE>             6,670,063,255
<RECEIVABLES>                         21,852,076
<ASSETS-OTHER>                                 0
<OTHER-ITEMS-ASSETS>                           0
<TOTAL-ASSETS>                     6,691,915,331
<PAYABLE-FOR-SECURITIES>              21,852,489
<SENIOR-LONG-TERM-DEBT>                        0
<OTHER-ITEMS-LIABILITIES>                      0
<TOTAL-LIABILITIES>                   21,852,489
<SENIOR-EQUITY>                                0
<PAID-IN-CAPITAL-COMMON>                       0
<SHARES-COMMON-STOCK>                          0
<SHARES-COMMON-PRIOR>                          0
<ACCUMULATED-NII-CURRENT>                      0
<OVERDISTRIBUTION-NII>                         0
<ACCUMULATED-NET-GAINS>                        0
<OVERDISTRIBUTION-GAINS>                       0
<ACCUM-APPREC-OR-DEPREC>                       0
<NET-ASSETS>                       6,670,062,842
<DIVIDEND-INCOME>                     59,455,304
<INTEREST-INCOME>                              0
<OTHER-INCOME>                                 0
<EXPENSES-NET>                       (75,500,284)
<NET-INVESTMENT-INCOME>              (16,044,980)
<REALIZED-GAINS-CURRENT>             386,651,206
<APPREC-INCREASE-CURRENT>            181,128,851
<NET-CHANGE-FROM-OPS>                551,735,077
<EQUALIZATION>                                 0
<DISTRIBUTIONS-OF-INCOME>                      0
<DISTRIBUTIONS-OF-GAINS>                       0
<DISTRIBUTIONS-OTHER>                          0
<NUMBER-OF-SHARES-SOLD>                        0
<NUMBER-OF-SHARES-REDEEMED>                    0
<SHARES-REINVESTED>                            0
<NET-CHANGE-IN-ASSETS>             2,794,857,911
<ACCUMULATED-NII-PRIOR>                        0
<ACCUMULATED-GAINS-PRIOR>                      0
<OVERDISTRIB-NII-PRIOR>                        0
<OVERDIST-NET-GAINS-PRIOR>                     0
<GROSS-ADVISORY-FEES>                          0
<INTEREST-EXPENSE>                             0
<GROSS-EXPENSE>                                0
<AVERAGE-NET-ASSETS>                           0
<PER-SHARE-NAV-BEGIN>                          0
<PER-SHARE-NII>                                0
<PER-SHARE-GAIN-APPREC>                        0
<PER-SHARE-DIVIDEND>                           0
<PER-SHARE-DISTRIBUTIONS>                      0
<RETURNS-OF-CAPITAL>                           0
<PER-SHARE-NAV-END>                            0
<EXPENSE-RATIO>                                0
<AVG-DEBT-OUTSTANDING>                         0
<AVG-DEBT-PER-SHARE>                           0
        






</TABLE>

<TABLE> <S> <C>


<ARTICLE>               7
<MULTIPLIER>            1
<CURRENCY>              U.S Dollars
       
<S>                     <C>
<PERIOD-TYPE>           12-MOS
<FISCAL-YEAR-END>       Dec-31-1996
<PERIOD-START>          Jan-01-1996
<PERIOD-END>            Dec-31-1996
<EXCHANGE-RATE>                 1
<DEBT-HELD-FOR-SALE>              87,369,724
<DEBT-CARRYING-VALUE>             97,950,868
<DEBT-MARKET-VALUE>               97,462,993
<EQUITIES>                         2,637,731
<MORTGAGE>                                 0
<REAL-ESTATE>                              0
<TOTAL-INVEST>                   118,197,824
<CASH>                            14,199,412
<RECOVER-REINSURE>                 2,167,818
<DEFERRED-ACQUISITION>           438,640,918
<TOTAL-ASSETS>                 8,334,662,876 <F1>
<POLICY-LOSSES>                   57,484,685
<UNEARNED-PREMIUMS>                        0
<POLICY-OTHER>                             0
<POLICY-HOLDER-FUNDS>                      0
<NOTES-PAYABLE>                  213,000,000
<COMMON>                           2,000,000
                      0
                                0
<OTHER-SE>                       124,345,031
<TOTAL-LIABILITY-AND-EQUITY>   8,334,662,876   <F2>
                           125,000
<INVESTMENT-INCOME>                1,585,819
<INVESTMENT-GAINS>                   134,463
<OTHER-INCOME>                    86,233,366    <F3>
<BENEFITS>                         4,787,604
<UNDERWRITING-AMORTIZATION>       22,577,053
<UNDERWRITING-OTHER>              27,188,608
<INCOME-PRETAX>                   22,584,667
<INCOME-TAX>                      (4,038,357)
<INCOME-CONTINUING>                        0
<DISCONTINUED>                             0
<EXTRAORDINARY>                            0
<CHANGES>                                  0
<NET-INCOME>                      26,623,024
<EPS-PRIMARY>                              0
<EPS-DILUTED>                              0
<RESERVE-OPEN>                             0
<PROVISION-CURRENT>                        0
<PROVISION-PRIOR>                          0
<PAYMENTS-CURRENT>                         0
<PAYMENTS-PRIOR>                           0
<RESERVE-CLOSE>                            0
<CUMULATIVE-DEFICIENCY>                    0

<FN>
<F1> Included in Total Assets are Assets Held in Separate Accounts of
     $7,734,439,793.
<F2> Included in Total Liabilities and Equity are Liabilities Related to Separate Accounts of $7,734,439,793.
<F3> Other income includes annuity charges and fees of $69,779,522  and  fee income of $16,419,690.
</FN>
        


</TABLE>


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