AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS, 485APOS, 1999-01-06

AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS
485APOS, 1999-01-06

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Filed with the Securities and Exchange Commission on January 6, 1999
Registration No. 333-26685 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. 2
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 2

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

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(Name of Depositor)

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

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

Approximate Date of Proposed Sale to the Public:

May 1, 1999 or as soon as practicable after the effective date of this
Registration Statement

It is proposed that this filing become effective: (check appropriate space)
immediately upon filing pursuant to paragraph (b) of Rule 485
on _________ pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a) (i) of Rule 485
on __________ pursuant to paragraph (a) (i) of Rule 485
75 days after filing pursuant to paragraph (a) (ii) of Rule 485
on May 1, 1999 pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
This post-effective amendment designates a new effective date for a previously
filed post-effective amendment.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
====================================================================================================================================
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Unit Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
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 1997 was filed within
90 days of the close of the fiscal year.
- --------------------------------------------------------------------------------
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ASPro

ASPro
CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

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

1. Cover Page Cover Page

2. Definitions Glossary of Terms

3. Synopsis or Highlights What are Some of the Key Features of the Annuity?
Summary of Contract, Fees and Charges

4. Condensed Financial Information Condensed Financial Information About
Separate Accoount B

5. General Description of Registrant, Depositor Who Is American Skandia?
and Portfolio Companies What Are Separate Accounts?

6. Deductions Investment Options, Fees and Charges

7. General Description of Variable Annuity Contracts Purchasing Your Annuity, Why Would I
Choose to Purchase this Annuity?
What are Some of the Key Features of the Annuity?

8. Annuity Period Managing Your Account Value,
Access to Account Value

9. Death Benefit What Triggers the Payment of a Death Benefit?
What Options are Available to my Beneficiary upon my Death?
When Do You Determine the Death Benefit?

10. Purchases and Contract Value Managing Your Account Value

11. Redemptions Access to Account Value, Valuing Your Investment

12. Taxes Tax Considerations

13. Legal Proceedings Legal Proceedings

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

SAI Heading

15. Cover Page Statement of Additional Information

16. Table of Contents Table of Contents

17. General Information and History General Information About American Skandia

18. Services Independent Auditors

19. Purchase of Securities Being Offered Noted in Prospectus under Managing Your
Account Value

20. Underwriters Principal Underwriter/Distribution
</TABLE>

(Continued)

CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

<TABLE>
<CAPTION>
N-4 Item No. SAI Headings
<S> <C> <C> <C> <C> <C> <C> <C>

21. Calculation of Performance Data How Performance Data is Calculated

22. Annuity Payments Noted in Prospectus under Access to Account Value

23. Financial Statements Appendix A

Part C Heading

24. Financial Statements and Exhibits Financial Statements
and Exhibits

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

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

27. Number of Contractowners Number of Contractowners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

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

31. Management Services Management Services

32. Undertakings Undertakings

</TABLE>

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
One Corporate Drive, Shelton, Connecticut 06484

This Prospectus describes a flexible premium deferred annuity (the "Annuity")
offered by American Skandia Life Assurance Corporation ("we", "our" or "us").
The Annuity may be offered as an individual annuity contract or as an interest
in a group annuity. This Prospectus describes the important features of the
Annuity and what you should consider before purchasing the Annuity. We have also
filed a Statement of Additional Information that is available from us, without
charge, upon your request. The Annuity or certain of its investment options may
not be available in all states. Various rights and benefits may differ between
states to meet applicable laws and/or regulations. Certain terms are capitalized
in this prospectus. Those terms are either defined in the Glossary of Terms or
in the context of the particular section.

WHY WOULD I CHOOSE TO PURCHASE THIS ANNUITY?
This Annuity is frequently used for retirement planning. It may be used as an
investment vehicle for an IRA, SEP-IRA, Tax Sheltered Annuity (403(b)), Roth
IRA. It may also be used for other purposes that are not "qualified"
investments. The Annuity allows you to invest your money in a number of variable
investment options as well as in one or more fixed investment options. You are
not taxed on any investment gains the Annuity earns until you make a withdrawal
from the Annuity or begin to receive annuity payments. This feature, referred to
as "tax-deferral", can be beneficial to the growth of your Account Value because
money that would otherwise be needed to pay taxes on investment gains each year
remains invested and can earn additional money. However, because the Annuity is
designed for long-term retirement savings, a 10% penalty tax may be applied on
withdrawals you make before you reach age 59 1/2.

WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITY?
o The Annuity is a "flexible premium deferred annuity." It is called
"flexible premium" because you have considerable flexibility in the timing
and amount of premium payments. Generally, investors "defer" receiving
annuity payments until after an accumulation period.

o This Annuity offers both variable and fixed investment options. If you
allocate your Account Value to variable investment options, the value of
your Annuity will vary daily to reflect the investment performance of the
underlying investment options. Fixed investment options of different
durations are offered that are guaranteed by us, but may have a Market
Value Adjustment.
o The Annuity features two distinct phases - the accumulation period and the
payout period. During the accumulation period your Account Value is
allocated to one or more underlying investment options. Each variable
investment option invests in an underlying mutual fund portfolio.
Currently, portfolios of the following underlying mutual funds are being
offered: American Skandia Trust, The Alger American Fund, Montgomery
Variable Series and Life & Annuity Trust.

o During the payout period, commonly called "annuitization," you can elect to
receive fixed annuity payments (1) for life; (2) for life with a guaranteed
minimum number of payments; (3) based on joint lives; or (4) for a
guaranteed number of payments.
o This Annuity offers a death benefit that may provide your beneficiaries
with protection against downturns in the value of your investment if you
die.

o You are allowed to withdraw a certain amount of money from your Annuity on
an annual basis free of any charges. Other product features allow you to
access your Account Value as necessary, although a charge may apply.

o Transfers between investment options are tax-free. You may make twelve
transfers each year free of charge. We also offer several programs that
enable you to manage your Account Value as your financial needs and
investment performance change.

HOW DO I PURCHASE THIS ANNUITY?

We sell the Annuity through licensed, registered financial professionals. You
must complete an application and submit a minimum initial purchase payment of
$1,000. We may allow you to make a lower initial purchase payment provided that
the purchase payments received in the first Annuity Year total at least $1,000.
If the Annuity is owned by an individual or individuals, the oldest of those
persons must be age 75 or under. If the Annuity is owned by an entity, the
annuitant must be age 75 or under.

- --------------------------------------------------------------------------------
These annuities are NOT deposits or obligations of, or issued, guaranteed or
endorsed by, any bank, are NOT insured or guaranteed by
the U.S. government, the Federal Deposit Insurance Corporation (FDIC), the
Federal Reserve Board or any other agency. An investment in this annuity
involves certain investment risks, including possible loss of principal.
- --------------------------------------------------------------------------------

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 THE CURRENT PROSPECTUS FOR THE UNDERLYING MUTUAL FUNDS.
KEEP THEM FOR FUTURE REFERENCE.
FOR FURTHER INFORMATION CALL 1-800-752-6342.
Prospectus Dated: May 1, 1999
ASPro-PROS-(05/99) Statement of Additional Information Dated: May 1, 1999

<PAGE>

TABLE OF CONTENTS

<S> <C> <C>
SUMMARY OF CONTRACT FEES AND CHARGES...............................................................................................4

INVESTMENT OPTIONS.................................................................................................................4

WHAT ARE THE INVESTMENT OBJECTIVES, POLICIES AND EXPENSES OF THE PORTFOLIOS?....................................................4
WHAT ARE THE FIXED INVESTMENT OPTIONS?..........................................................................................8

FEES AND CHARGES...................................................................................................................8

WHAT ARE THE CONTRACT FEES AND CHARGES?.........................................................................................8
WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?...................................................................9
WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?....................................................................................9
WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?...............................................................................9

PURCHASING YOUR ANNUITY............................................................................................................9

WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?...........................................................................9

MANAGING YOUR ANNUITY.............................................................................................................10

MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?................................................................10
MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?..................................................................................10
MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?.......................................................................................10
MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?...................................................................10
MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...............................................................10

MANAGING YOUR ACCOUNT VALUE.......................................................................................................10

HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?...................................................................................11
ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.....................................................11
DO YOU OFFER DOLLAR COST AVERAGING?............................................................................................11
DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?...............................................................................11
DO YOU OFFER A PROGRAM TO BALANCE FIXED AND VARIABLE INVESTMENTS?..............................................................12
MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?..............................................................12
HOW DO THE FIXED INVESTMENT OPTIONS WORK?......................................................................................12
HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?..............................................................................13
HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.....................................................................................13
WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?.................................................................................14

ACCESS TO ACCOUNT VALUE...........................................................................................................14

WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...............................................................................14
ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?..................................................................................14
CAN I WITHDRAW A PORTION OF MY ANNUITY?........................................................................................14
IS THERE A CHARGE FOR A PARTIAL WITHDRAWAL?....................................................................................14
CAN I MAKE WITHDRAWALS FROM MY ANNUITY WITHOUT A CDSC?.........................................................................15
HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?..................................................................................15
CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?...............................................15
DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(T) OF THE INTERNAL REVENUE CODE?.......................................15
WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.............................................................16
CAN I SURRENDER MY ANNUITY FOR ITS VALUE?......................................................................................16
WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?....................................................................16
WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?........................................................16
HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?...........................................................................17
HOW ARE ANNUITY PAYMENTS CALCULATED?...........................................................................................17
WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?..................................................................................17
WHAT OPTIONS ARE AVAILABLE TO MY BENEFICIARY UPON MY DEATH?....................................................................19
WHEN DO YOU DETERMINE THE DEATH BENEFIT?.......................................................................................19

VALUING YOUR INVESTMENT...........................................................................................................19

HOW IS MY ACCOUNT VALUE DETERMINED?............................................................................................19
WHAT IS THE SURRENDER VALUE OF MY ANNUITY?.....................................................................................19
HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?....................................................................................19
HOW DO YOU VALUE FIXED ALLOCATIONS?............................................................................................20
WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?....................................................................................20

TAX CONSIDERATIONS................................................................................................................20

WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?...............................................................20
HOW IS AMERICAN SKANDIA AND THE SEPARATE ACCOUNT TAXED?........................................................................20
IN GENERAL, HOW ARE ANNUITIES TAXED?...........................................................................................20
HOW ARE DISTRIBUTIONS TAXED?...................................................................................................21
WHAT TAX CONSIDERATIONS ARE THERE FOR TAX-QUALIFIED RETIREMENT PLANS OR QUALIFIED CONTRACTS?...................................22
HOW ARE DISTRIBUTIONS FROM TAX-QUALIFIED RETIREMENT PLANS TAXED?...............................................................23
GENERAL TAX CONSIDERATIONS.....................................................................................................24

GENERAL INFORMATION...............................................................................................................25

HOW WILL I RECEIVE STATEMENTS AND REPORTS?.....................................................................................25
WHO IS AMERICAN SKANDIA?.......................................................................................................25
WHAT ARE SEPARATE ACCOUNTS?....................................................................................................26
WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?...........................................................................27
WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?.........................................................................27
AVAILABLE INFORMATION..........................................................................................................28
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................................28
HOW TO CONTACT US..............................................................................................................28
INDEMNIFICATION................................................................................................................29
LEGAL PROCEEDINGS..............................................................................................................29
EXECUTIVE OFFICERS AND DIRECTORS...............................................................................................29

GLOSSARY OF TERMS.................................................................................................................33

FINANCIAL INFORMATION.............................................................................................................34

EXPENSE EXAMPLES:..............................................................................................................35
CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B.......................................................................36
FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA...................................................................................38
</TABLE>

<PAGE>

SUMMARY OF CONTRACT FEES AND CHARGES

Below is a summary of the fees and expenses we charge for the Annuity. Some
charges are assessed against your Annuity while others are assessed against
assets allocated to the variable investment options. The charges that are
assessed against the Annuity include the Contingent Deferred Sales Charge,
Annual Maintenance Fee, Transfer Fee and the Tax Charge. The charge that is
assessed against the variable investment options is the Insurance Charge, which
is the combination of a mortality and expense risk charge and a charge for
administration of the Annuity. Each underlying mutual fund portfolio assesses a
charge for investment management and for other expenses. The prospectus for each
underlying mutual fund provides more detailed information about the expenses for
the underlying funds. In certain states, a premium tax charge may be applicable.
All of these fees and expenses are described in more detail within this
Prospectus.

- ------------------------------- ------------------------------------- --------------------------------------------------------------
FEE/EXPENSE WHEN DEDUCTED AMOUNT DEDUCTED/
DESCRIPTION OF CHARGE
- ------------------------------- -------------------------------------
- ------------------------------- ------------------------------------- ------- ------- -------- ------- ------- -------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Upon Surrender or Yr. 1 Yr. 2 Yr. 3 Yr. 4 Yr. 5 Yr. 6 Yr. 7 Yr. 8+
Contingent Deferred Sales Partial Withdrawal
Charge Applicable period measured from the
date each purchase payment is
allocated
- ------------------------------- ----------------------------------- ------- ------- -------- ------- ------- -------- ------- ------
- ------------------------------- ----------------------------------- ------- ------- -------- ------- ------- -------- ------- ------
7.5% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 0.0%

- ------------------------------- -----------------------------------
- ------------------------------- -----------------------------------
The charge is a percentage of each applicable purchase payment
- ------------------------------- ----------------------------------- --------------------------------------------------------------
- ------------------------------- ----------------------------------- --------------------------------------------------------------
Insurance Charge 1.40% per year of the value of each Sub-account
(Mortality, Expense Risk and Daily (0.90% mortality/0.35% expense/0.15% administration
Administration Charge) (Variable Investment Options only)
- ------------------------------- ----------------------------------- --------------------------------------------------------------
- ------------------------------- ----------------------------------- --------------------------------------------------------------
Annual Maintenance Fee Annually on the contract's Smaller of $30 or 2% of Account Value
anniversary date or upon surrender
- ------------------------------- ----------------------------------- ----------------------------------------------------------------
- ------------------------------- ----------------------------------- ----------------------------------------------------------------
Transfer Fee After the 12th transfer each $10.00
annuity year
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- ------------------------------- ----------------------------------- ----------------------------------------------------------------
Tax Charge Various Depends on the requirements of the applicable jurisdiction

- ------------------------------- ----------------------------------- ----------------------------------------------------------------
- ------------------------------- ----------------------------------- ----------------------------------------------------------------
Underlying Portfolio Daily Each Portfolio has different fees and charges as provided in the
Expenses "What are the Investment Objectives, Policies and Expenses of
the Portfolios?" section of this Prospectus. For the period
ended 12-31-98, total Portfolio expenses ranged from 0.69% to
1.81%.
- ------------------------------- ------------------------------------- --------------------------------------------------------------
</TABLE>

INVESTMENT OPTIONS

WHAT ARE THE INVESTMENT OBJECTIVES, POLICIES AND EXPENSES OF THE PORTFOLIOS?

Each variable investment option is a Sub-account of the Separate Account (see
"What are Separate Accounts" for more detailed information.) Each Sub-account
invests exclusively in one Portfolio. You should carefully read the prospectus
for any Portfolio in which you are interested. The following chart classifies
each of the Portfolios based on our assessment of their investment style (as of
the date of this Prospectus). The chart also provides a short description of
each Portfolio's investment objective (in italics) and a short, summary
description of their key policies to assist you in determining which Portfolios
may be of interest to you. Next to each Portfolio's investment objective and
policies are the investment management fee, other expenses, and the total annual
expenses for such Portfolio as of December 31, 1998. The total annual expenses
are the sum of the investment management fee and other expenses. Each figure is
stated as a percentage of the Portfolio's average daily net assets. Except as
noted, all expenses shown are after any applicable reimbursement or waiver of
fees. Any footnotes about expenses appear after the list of all the portfolios.
The underlying mutual fund portfolio information was provided by the underlying
mutual funds and has not been independently verified by us. Details about the
investment objectives, policies, risks, costs and management of the Portfolios
are found in the prospectuses for the underlying mutual funds. There is no
guarantee that any underlying mutual fund portfolios will meet its investment
objective.

Please refer to Appendix A for certain required financial information related
to the historical performance of the Sub-accounts as well as examples of the
expenses that you would incur with the Annuity over certain periods of time
based on specified assumptions.

The Securities and Exchange Commission ("SEC") requires these examples.

<PAGE>

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Invest- Other Total
Style/ Investment Objectives/Policies ment Expenses Annual
Type Manage- Expenses
ment Fee
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
AST JanCap Growth: growth of capital in a manner consistent with the preservation
of capital. The Portfolio pursues its objective by emphasizing investments in 0.88% 0.18% 1.06%(1)
common stocks.

LARGE CAP
GROWTH

AST Marsico Capital Growth*: to seek capital growth. Income realization is not an
investment objective and any income realized on the Portfolio's investments,
therefore, will be incidental to the Portfolio's objective. The Portfolio will
pursue its objective by investing primarily in common stocks in industries and 0.90% 0.21% 1.11%
companies the sub-advisor believes are experiencing favorable demand for their
products and services, and which operate in a favorable competitive and regulatory
environment.

Alger American Growth: long-term capital appreciation. Except during temporary
defensive periods, the Portfolio invests at least 65% of its total assets in equity 0.75% 0.04% 0.79%
securities of companies that, at the time of purchase, have
total market capitalization of $1 billion or greater.

AST Bankers Trust Enhanced 500*: to outperform the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500(R)") through stock selection resulting in different
weightings of common stocks relative to the index. The Portfolio will include the
common stocks of companies included in the S&P 500(R). While the majority of the 0.60% 0.20% 0.80%(2)
issues held by the Portfolio will have neutral weightings to
the S&P 500, approximately 100 will be over- or
under-weighted relative to the index.

AST Oppenheimer Large-Cap Growth: seeks capital appreciation. The Portfolio does
not invest to seek current income. The Portfolio emphasizes investment in common
stocks issued by established large-capitalization growth companies. For purposes 0.90% 0.23% 1.13%(3)
of the Portfolio, large-cap companies have market capitalizations greater than $5
billion. Investment opportunities may be sought among securities of smaller, less
well-known companies. This Portfolio is not intended for investors seeking assured
income or preservation of capital.

AST Lord Abbett Growth and Income: long-term growth of capital and income while
attempting to avoid excessive fluctuations in market value. Normally, investments
will be made in common stocks of seasoned companies which are expected to show 0.75% 0.18% 0.93%
above-average growth and which the Portfolio's sub-advisor believes to be in sound
financial condition.
LARGE CAP
VALUE

AST Putnam Value Growth & Income: to seek capital growth with current income as a
secondary objective. The Portfolio invests primarily in common stocks that offer
potential for capital growth, and may, consistent with its investment objectives, 0.75% 0.48% 1.23%
invest in stocks that offer potential for current income.
The Portfolio may invest up to 20% of its assets in
securities traded in foreign markets.

AST Neuberger Berman Mid-Cap Growth*: to seek capital appreciation. The Portfolio
invests in a diversified portfolio of common stocks believed to have the maximum
MID CAP GROWTH potential for long-term above-average capital appreciation. Under normal 0.90% 0.24% 1.14%(4)
conditions, the Portfolio primarily invests in the common stocks of companies with
equity market capitalizations from $300 million to $10 billion at the time of
investment. The Portfolio does not seek to invest in securities that pay dividends
or interest, and any such income is incidental.

- ------------------- ----------------------------------------------------------------------------------- -------- ---------- --------
- ------------------- ----------------------------------------------------------------------------------- -------- ---------- --------
AST T. Rowe Price Natural Resources: to seek long-term growth of capital through
investment primarily in common stocks of companies which own or develop natural
resources and other basic commodities. The Portfolio will invest primarily (at 0.90% 0.26% 1.16%
least 65% of its total assets) in common stocks of companies which own or develop
MID CAP VALUE natural resources and other basic commodities.
------------------------------------------------------------------------------------ --------- --------- -------
------------------------------------------------------------------------------------ --------- --------- -------

AST Neuberger Berman Mid-Cap Value*: to seek capital growth. The Portfolio seeks
capital growth through an investment approach that is designed to increase capital
with reasonable risk. The Portfolio invests principally in common stocks of medium 0.90% 0.25% 1.15%(5)
to large capitalization established companies, using a
value-oriented investment approach. The Sub-advisor looks
for securities believed to be undervalued based on strong
fundamentals, including a low price-to-earnings ratio,
consistent cash flow, and the company's track record through
all parts of the market cycle.

AST Cohen & Steers Realty*: to maximize total return through
investment in real estate securities. The Portfolio pursues
its investment objective of maximizing total return by
seeking, with approximately equal emphasis, capital
appreciation (both realized and unrealized) and current
income. Under normal circumstances, the Portfolio will
invest substantially all of its assets in the equity
securities of "real estate companies". Real estate
companies include those companies that derive 1.00% 0.29% 1.29%
at least 50% of its revenues from the ownership,
construction, financing, management or sale of commercial,
industrial, or residential real estate or that has at least
50% of its assets in such real estate.

AST Kemper Small-Cap Growth*: seeks maximum appreciation of investors' capital from
a portfolio primarily of growth stocks of smaller companies. The Portfolio seeks
maximum appreciation of investors' capital. Current income will not be a 0.95% 0.40% 1.35%(6)
significant factor. The Portfolio's investment portfolio will normally consist
SMALL CAP GROWTH primarily of common stocks and securities convertible into or exchangeable for
common stocks, including warrants and rights. The Portfolio is designed as a
long-term investment involving substantial financial risk
commensurate with potential substantial gains.

AST Janus Small-Cap Growth: seeks capital appreciation. The Portfolio pursues its
objective by normally investing at least 65% of its total assets in securities 0.90% 0.23% 1.13%(7)
issued by small-sized companies. The Portfolio may also
invest in stocks of larger companies with potential for
capital appreciation.

AST T. Rowe Price Small Company Value: to provide long-term capital appreciation by
investing primarily in small-capitalization stocks that appear to be undervalued.
The Portfolio will invest at least 65% of its total assets in companies with a
market capitalization of $1 billion or less that appear undervalued by various 0.90% 0.26% 1.16%
SMALL CAP VALUE measures, such as price/earnings or price/book value ratios. Investing in small
companies involves greater risk, as well as greater
opportunity, than is customarily associated with more
established companies.

AST Lord Abbett Small Cap Value*: to seek long-term capital appreciation.
Investments will be primarily made in equity securities which are believed to be
undervalued. Under normal circumstances, the Portfolio will invest at least 65% of 0.95% 0.37% 1.32%
its assets in common stocks issued by smaller, less well-known companies, with
market capitalizations of less than $1 billion. Smaller
companies may carry more risk than larger companies.

AST Janus Overseas Growth: to seek long-term growth of capital. The Portfolio
pursues its objective primarily through investments in common stocks of issuers 1.00% 0.35% 1.35%
located outside the United States.

INTER-NATIONAL
EQUITY

----------------------------------------------------------------------------------- --------- --------- --------
----------------------------------------------------------------------------------- --------- --------- --------
AST American Century International Growth: to seek capital growth. The Portfolio
will invest primarily in issuers in developed markets. Under normal conditions,
the Portfolio will invest at least 65% of its assets in equity and equity 1.00% 0.75% 1.75%
equivalent securities of issuers from at least three
different countries outside the United States.
----------------------------------------------------------------------------------- --------- --------- --------
----------------------------------------------------------------------------------- --------- --------- --------
AST Putnam International Equity: to seek capital appreciation. The Portfolio seeks
its objective by investing primarily in equity securities of companies located in a
country other than the United States. The Portfolio will, under normal 0.88% 0.27% 1.15%
circumstances, invest at least 65% of its total assets in
issuers located in at least three different countries other
than the United States.
----------------------------------------------------------------------------------- --------- --------- --------
----------------------------------------------------------------------------------- --------- --------- --------
AST T. Rowe Price International Equity: to seek total return of its assets from
long-term growth of capital and income, principally through investments in common
stock of established, non-U.S. companies. The Portfolio intends to diversify 1.00% 0.26% 1.26%
broadly among countries and to normally have at least three different countries
represented in the Portfolio.
----------------------------------------------------------------------------------- --------- --------- --------
----------------------------------------------------------------------------------- --------- --------- --------

AST Founders Passport: to seek capital appreciation. The Portfolio invests
primarily in securities issued by foreign companies which have market
capitalizations or annual revenues of $1 billion or less. At least 65% of the
Portfolio's assets will normally be invested in foreign securities representing a
minimum of three countries. The Portfolio will normally invest a significant 1.00% 0.35% 1.35%
proportion of its assets in the securities of small and medium-sized companies,
which involves greater risk than is customarily associated
with more established companies.

Montgomery Variable Series - Emerging Markets: capital appreciation, which under
normal conditions it seeks by investing at least 65% of its total assets in equity
securities of companies in countries having emerging markets. Under normal 1.25% 0.50% 1.75(8)
conditions, investments are maintained in at least six emerging market countries at
all times and no more than 35% of total assets are invested
in any one emerging market country.

AST American Century Strategic Balanced: to seek capital growth and current
income. It is the intention of the Portfolio's sub-advisor to maintain
approximately 60% of the Portfolio's assets in common stocks that are considered by 0.85% 0.40% 1.25%(9)
the sub-advisor to have better-than-average prospects for appreciation and the
remainder in bonds and other fixed income securities.
BALANCED/
ASSET ALLOCAT-ION

----------------------------------------------------------------------------------- --------- --------- --------
----------------------------------------------------------------------------------- --------- --------- --------
AST Putnam Balanced: to provide a balanced investment composed of a
well-diversified portfolio of stocks and bonds which will produce both capital
growth and current income. The Portfolio may invest in almost any type of security
or negotiable instrument, including cash or money market instruments. The portion
of the Portfolio's assets invested in equity securities and fixed income securities 0.74% 0.29% 1.03%
will vary from time to time in light of the Portfolio's investment objective,
changes in interest rates and economic of other factors. Under normal market
conditions, it is expected that at least 25% of the
Portfolio's total assets will be invested in fixed income
securities.
----------------------------------------------------------------------------------- --------- --------- --------
----------------------------------------------------------------------------------- --------- --------- --------
AST T. Rowe Price Asset Allocation: to seek a high level of total return by
investing primarily in a diversified group of fixed income and equity securities.
Under normal conditions over the long-term, the Portfolio expects to allocate its 0.85% 0.28% 1.13%
assets so that approximately 40% of its assets will be in
fixed income securities and approximately 60% in equity
securities.
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------

AST PIMCO Total Return Bond: to seek to maximize total return consistent with
preservation of capital. The Portfolio will invest in a diversified portfolio of 0.65% 0.21% 0.86%
fixed-income securities of varying maturities with a portfolio duration from three
to six years.

FIXED INCOME

AST T. Rowe Price International Bond: seeks to provide high current income and
capital appreciation by investing in high-quality, non dollar-denominated
government and corporate bonds outside the United States. The Portfolio will
invest at least 65% of its assets in high-quality, non dollar-denominated
government and corporate bonds outside the United States. The Portfolio may also 0.80% 0.31% 1.11%
invest up to 20% of its assets in below investment-grade, high-risk bonds,
including bonds in default or those with the lowest rating
(commonly referred to as "junk bonds").

AST Money Market: to maximize current income and maintain high levels of
liquidity. The Portfolio attempts to accomplish its objective by maintaining a
dollar-weighted average maturity of not more than 90 days and by investing in 0.45% 0.15% 0.60%(10)
securities which have effective maturities of not more than 397 days.

- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------
</TABLE>

1. The investment management fee without any voluntary waiver would have been
0.90%; the total annual expenses without any waiver or reimbursement would
have been 1.08%.
2 The other expenses without any reimbursement would have been 0.29%; the
total annual expenses without any waiver or reimbursement would have been
0.89%.
3. Prior to January 1, 1999, the Investment Manager had engaged Robertson,
Stephens & Company Investment Management, L.P. as Sub-advisor for the
Portfolio (formerly the Robertson Stephens Value + Growth portfolio), and
the total Investment Management fee was at the annual rate of 1.00% of the
average daily net assets of the Portfolio. As of January 1, 1998, the
Investment Manager engaged OppenheimerFunds, Inc. as Sub-advisor for the
Portfolio, and the Investment Management fee is payable at the annual rate
of 0.90% of the first $1 billion of the average daily net assets of the
Portfolio, plus .85% of the Portfolio's average daily net assets in excess
of $1 billion. The Management Fee in the above chart reflects the current
Investment Management fee payable to the Investment Manager.
4. Prior to May 1, 1998, the Investment Manager had engaged Berger Associates,
Inc. as Sub-advisor for the Portfolio (formerly, the Berger Capital Growth
portfolio), for a total Investment Management fee payable at the annual
rate of .75% of the average daily nets assets of the Portfolio. As of May
1, 1998, the Investment Manager engaged Neuberger Berman Management
Incorporated as Sub-advisor for the Portfolio, for a total Investment
Management fee payable at the annual rate of 0.90% of the first $1 billion
of the average daily net assets of the Portfolio plus .85% of the
Portfolio's average daily net assets in excess of $1 billion. The
Management Fee in the above chart reflects the current Investment
Management fee payable to the Investment Manager.
5. Prior to May 1, 1998, the Investment Manager had engaged Federated
Investment Counseling as Sub-advisor for the Portfolio (formerly, the
Federated Utility Income portfolio), for a total Investment Management fee
payable at the annual rate of .75% of the first $50 million of the average
daily net assets of the Portfolio, plus .60% of the Portfolio's average
daily net assets in excess of $50 million. As of May 1, 1998, the
Investment Manager engaged Neuberger Berman Management Incorporated as
Sub-advisor for the Portfolio, for a total Investment Management fee
payable at the annual rate of 0.90% of the first $1 billion of the average
daily net assets of the Portfolio plus .85% of the Portfolio's average
daily net assets in excess of $1 billion. The Management Fee in the above
chart reflects the current Investment Management fee payable to the
Investment Manager.
6. This portfolio commenced operations in January 1999. "Other Expenses" shown
are based on estimated expenses for the fiscal year ending December 31,
1999 with a voluntary expense reimbursement. Estimated other expenses
without any reimbursement would be 0.59%.
7 Prior to January 1, 1999, the Investment Manager had engaged Founders Asset
Management, LLC as Sub-advisor for the Portfolio (formerly the Founders
Capital Appreciation portfolios).
8. The other expenses without any reimbursement would have been 0.56%; the
total annual expenses without any waiver or reimbursement would have been
1.81%.
9. The other expenses without any reimbursement would have been 0.50%; the
total annual expenses without any waiver or reimbursement would have been
1.35%.
10. The investment management fee without any voluntary waiver would have been
0.50%; the other expenses without any reimbursement would have been 0.19%;
the total annual expenses without any waiver or reimbursement would have
been 0.69%.

"Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," and
"500" are trademarks of the McGraw-Hill Companies, Inc. and have been licensed
for use by American Skandia Investment Services, Incorporated and Bankers Trust.
The Portfolio is not sponsored, endorsed, sold or promoted by Standard & Poor's
and Standard & Poor's makes no representation regarding the advisability of
investing in the Portfolio.

WHAT ARE THE FIXED INVESTMENT OPTIONS?
We offer fixed investment options of different durations during the accumulation
phase. These "Fixed Allocations" earn a guaranteed fixed rate of interest for a
specified period of time, called the "Guarantee Period." In most states, we
offer Fixed Allocations with Guarantee Periods of 1, 2, 3, 5, 7 and 10 years. We
guarantee the fixed rate for the entire Guarantee Period. However, if you
withdraw the Account Value before the end of the Guarantee Period, we will
adjust the value of your withdrawal or transfer based on a formula, called a
"Market Value Adjustment." The Market Value Adjustment can either be positive or
negative, depending on the rates that are currently being credited on Fixed
Allocations. Please refer to the section entitled "How does the Market Value
Adjustment Work?" for a description of the formula along with examples of how it
is calculated. You may allocate Account Value to more than one Fixed Allocation
at a time.

Fixed Allocations are currently not available in the state of Maryland, Nevada,
Oregon, Utah and Washington.

FEES AND CHARGES

Certain charges may apply regardless of how you allocate Account Value among the
investment options. These are the contingent deferred sales charge and any
annuity tax charges.

WHAT ARE THE CONTRACT FEES AND CHARGES?
The Contingent Deferred Sales Charge is often referred to as a "Surrender
Charge" or "CDSC".

Contingent Deferred Sales Charge: We may assess a Contingent Deferred Sales
Charge (CDSC) if you surrender your Annuity or when you make a partial
withdrawal. The CDSC is calculated as a percentage of your Purchase Payment
being surrendered or withdrawn. The amount of the CDSC decreases over time,
measured from the date the Purchase Payment is applied. The CDSC percentages are
shown below.

------------------ ------- ----- ------ ------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YEARS 1 2 3 4 5 6 7 8+
------------------ ------- ----- ------ ------ ------ ----- ------ ------
------------------ ------- ----- ------ ------ ------ ----- ------ ------
CHARGE (%) 7.5 7.0 6.0 5.0 4.0 3.0 2.0 0
------------------ ------- ----- ------ ------ ------ ----- ------ ------
</TABLE>

Each Purchase Payment has its own CDSC period. When you make a withdrawal, we
assume that the oldest Purchase Payment is being withdrawn first so that the
lowest CDSC is deducted from the amount withdrawn. After seven (7) complete
years from the date you make a Purchase Payment, no CDSC will be assessed if you
withdraw or surrender that Purchase Payment.

Under certain circumstances you can withdraw a limited amount of Account Value
without paying a CDSC. This is referred to as a "Free Withdrawal." We may waive
the CDSC under certain medically-related circumstances or when taking a Minimum
Distribution under an Annuity issued in connection with a qualified contract.
Free Withdrawals, Medically-Related Waivers and Minimum Distributions are each
explained more fully in the section entitled "Access to Your Account Value".

Reductions to the Contingent Deferred Sales Charge
We may reduce the amount of the CDSC or the length of time it applies if we
determine that our sales expenses for a particular individual or group is lower
than expected. Some of the factors we might consider in making such a decision
are: (a) the size and type of group; (b) the amounts of Purchase Payments; (c)
present Owners making additional Purchase Payments; and/or (d) other
transactions where sales expenses are likely to be reduced.

Exceptions to the Contingent Deferred Sales Charge
We do not apply the CDSC provision on Annuities owned 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, officer or trustee of
any underlying mutual fund; (d) a director, officer or employee of any
investment manager, sub-advisor, transfer agent, custodian, auditing, legal or
administrative services provider that is providing investment management,
advisory, transfer agency, custodianship, auditing, legal and/or administrative
services to an underlying mutual fund or any affiliate of such firm; (e) a
director, officer, employee or registered representative of a broker-dealer or
insurance agency that has a then current selling agreement with us and/or with
American Skandia Marketing, Incorporated; (f) a director, officer, employee or
authorized representative of any firm providing us or our affiliates with
regular legal, actuarial, auditing, underwriting, claims, administrative,
computer support, marketing, office or other services; (g) the then current
spouse of any such person noted in (b) through (f), above; (h) the parents of
any such person noted in (b) through (g), above; (i) such person's child(ren) or
other legal dependent under the age of 21; and (j) the siblings of any such
persons noted in (b) through (h) above.

Tax Charges: Several states and some municipalities charge premium taxes or
similar taxes. The amount of tax will vary from jurisdiction to jurisdiction and
is subject to change. The tax charge currently ranges up to 3 1/2%. We generally
will deduct the amount of tax payable at the time the tax is imposed, but may
also decide to deduct tax charges from each Purchase Payment at the time of a
withdrawal or surrender of your Annuity or at the time you elect to begin
receiving annuity payments.

WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?

Insurance Charge: We deduct an Insurance Charge daily against the average daily
assets allocated to the Sub-accounts. The charge is equal to 1.40% on an annual
basis. This charge is for insurance benefits, including the Annuity's death
benefit that provides guaranteed benefits to your beneficiary even if the market
declines and the risk that persons we guarantee annuity payments to will live
longer than our assumptions. The charge also covers administrative costs
associated with providing the Annuity benefits, including preparation of the
contract, confirmation statements, annual account statements and annual reports,
legal and accounting fees as well as various related expenses. Finally, the
charge covers the risk that our assumptions about the administrative and
non-mortality expenses under this Annuity are incorrect. The Insurance Charge is
not deducted against assets allocated to a fixed investment option.

Annual Maintenance Fee: During the accumulation period we deduct an Annual
Maintenance Fee. The Annual Maintenance Fee is $30.00 or 2% of your Account
Value invested in the variable investment options, whichever is less. This fee
will be deducted annually on the Anniversary Date of your Annuity or, if you
surrender your Annuity during the annuity year, the fee is deducted at the time
of surrender.

Transfer Fee: You may make twelve (12) free transfers between investment options
each annuity year. We will charge $10.00 for each transfer after the twelfth in
each annuity year. We do not consider transfers made as part of a dollar cost
averaging program when we count the twelve free transfers. Transfers made as
part of a rebalancing, market timing or third party investment advisory service
will be subject to the twelve-transfer limit. However, all transfers made on the
same day will be treated as one (1) transfer.

WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?

We take into consideration mortality, expense, administration, profit and other
factors in determining the interest rates we credit to Fixed Allocations. No
specific fee or expenses are deducted when determining the rate we credit. Any
CDSC or Tax Charge applies to amounts that are taken from the variable
investment options or the Fixed Allocations. A Market Value Adjustment may also
apply to certain withdrawals or surrender from a Fixed Allocation

WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?

In certain states a tax is due if and when you exercise your right to receive
periodic annuity payments. We do not deduct any specific charges during the
payout period. However, the amount payable will depend on the annuity payment
option you select. If you select an option that guarantees payment for life,
then the payment amount also will depend on your age, and, where permitted by
law, your gender. In all cases, the amount of each payment will depend on the
Account Value of your Annuity when you elect to begin annuity payments.

PURCHASING YOUR ANNUITY

WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?

Minimum Initial Purchase Payment: You must make a minimum initial Purchase
Payment of $1,000. However, if you decide to make payments under a systematic
investment or "bank drafting" program, we will accept a lower initial Purchase
Payment provided that, within the first annuity year, you make at least $1,000
in total Purchase Payments.

Age Restrictions: The Owner must be age 75 or under as of the Issue Date of the
Annuity. If the Annuity is owned jointly, the oldest of the Owners must be age
75 or under on the Issue Date. If the Annuity is owned by an entity, the
Annuitant must be age 75 or under as of the Issue Date.

Owner, Annuitant and Beneficiary Designations: On your Application, we will ask
you to name the Owner(s), Annuitant and one or more Beneficiaries for your
Annuity.

|X| Owner: The Owner(s) holds all rights under the Annuity. You may name more
than one Owner in which case all ownership rights are held jointly.
However, this Annuity does not provide a right of survivorship. Refer to
the Glossary of Terms for a complete description of the term "Owner."

|X| Annuitant: The Annuitant is the person we agree to make annuity payments
to and upon whose life we continue to make such payments. You must name
an Annuitant who is a natural person. We do not accept a designation of
joint Annuitants. Where allowed by law, you may name one or more
Contingent Annuitants. A Contingent Annuitant will become the Annuitant
if the Annuitant dies before the Annuity Date.

|X| Beneficiary: The Beneficiary is the person(s) or entity you name to
receive the death benefit. If no beneficiary is named the death benefit
will be paid to you or your estate.

You should seek competent tax advice on the income, estate and gift tax
implications of your designations.

MANAGING YOUR ANNUITY

MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?
You may change the Owner, Annuitant and Beneficiary designations by sending us a
request in writing. Where allowed by law, such changes will be subject to our
acceptance. Some of the changes we will not accept include, but are not limited
to: |X| 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;
|X| a new Annuitant subsequent to the Annuity Date if the annuity option
selected includes a life contingency; |X| a new Annuitant prior to the Annuity
Date if the Annuity is owned by an entity; and |X| a change in Beneficiary if
the Owner had previously made the designation irrevocable.

Spousal Owners/Spousal Beneficiaries

If an Annuity is owned jointly by spouses, the death benefit will be payable
upon the death of the first spouse. However, if the sole primary Beneficiary is
designated as one of the following: "surviving spouse"; o each spouse named
individually upon the death of the other; or o a designation which we, in our
sole discretion, determine to be of similar intent; then

upon the death of either Owner, the surviving spouse may elect to be treated as
the Owner and continue the Annuity, subject to its existing terms and
conditions, instead of taking the Death Benefit.

MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?
The right to return the Annuity is referred to as the "free-look" right or
"right to cancel."

If after purchasing your Annuity you change your mind and decide that you do not
want it, you may return it to us within a certain period of time known as a
"free-look" period. Depending on the state in which you purchased your Annuity,
the "free-look" period may be ten (10) days, twenty-one (21) days or longer,
measured from the time that you received your Annuity. If you "free-look" your
Annuity, we will refund your current Account Value plus any tax charge deducted.
This amount may be higher or lower than your original Purchase Payment. Certain
states require that we return your current Account Value or the amount of your
initial Purchase Payment, whichever is greater. The same rule applies to an
Annuity that is purchased as an IRA. In those states where we are required to
return the greater of your Purchase Payment or Account Value, we will allocate
your Account Value to the AST Money Market Sub-account during the free-look
period and for a reasonable additional amount of time to allow for delivery of
your Annuity.

MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?
The minimum amount that we accept as an additional Purchase Payment is $100
unless you participate in American Skandia's systematic investment plan or a
periodic purchase payment program.

MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?

You can make additional Purchase Payments to your Annuity by authorizing us to
deduct money directly from your bank account and applying it to your Annuity.
This type of program is often called "bank drafting". We call our bank drafting
program "American Skandia's Systematic Investment Plan." Purchase Payments made
through bank drafting may only be allocated to the variable investment options.
Bank drafting allows you to invest in an Annuity with a lower initial Purchase
Payment, as long as you authorize payments that will equal at least $1,000
during the first 12 months of your Annuity.

MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?
These types of programs are only available with certain types of plans. If your
employer sponsors such a program, we may agree to accept periodic Purchase
Payments through a salary reduction program as long as the allocations are made
only to variable investment options and the periodic Purchase Payments received
in the first year total at least $1,000.

MANAGING YOUR ACCOUNT VALUE

HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?

See "Valuing Your Investment" for a description of our procedure for pricing
initial and subsequent Purchase Payments.

Initial Purchase Payment: Once we accept your application, we invest your net
Purchase Payment in the Annuity. The net Purchase Payment is your initial
Purchase Payment minus any tax charges that may apply. On your application we
ask you to provide us with instructions for allocating your Account Value. You
can allocate Account Value to one or more variable investment options or Fixed
Allocations. In those states where we are required to return your Purchase
Payment if you elect to "free-look" your Annuity, we initially allocate all
amounts that you choose to allocate to the variable investment options to the
AST Money Market Sub-account. At the end of the "free-look" period we will
reallocate your Account Value according to your most recent allocation
instructions. Where permitted by law, we will allocate your Purchase Payments
according to your initial instructions, without temporarily allocating to the
AST Money Market Sub-account. To do this, we will ask that you execute our form
called a "return waiver" that authorizes us to allocate your Purchase Payment to
your chosen Sub-accounts immediately. If you submit the "return waiver" and then
decide to return your Annuity during the free-look period, you will receive your
current Account Value which may be more or less than your initial Purchase
Payment (see "May I Return the Annuity if I Change my Mind?").

Subsequent Purchase Payments: We will allocate any additional Purchase Payments
you make according to your most recent allocation instructions. If any
rebalancing, asset allocation or market timing programs are in effect, the
allocation must conform with such a program. We assume that your current
allocation instructions are valid for subsequent Purchase Payments until you
make a change to those allocations or request new allocations when you submit a
new Purchase Payment.

ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?
During the accumulation period you may transfer Account Value between investment
options. Transfers are not subject to taxation. We currently limit the number of
Sub-accounts you can invest in at any one time to ten (10). However, you can
invest in an unlimited number of Fixed Allocations. We may require a minimum of
$500 in each Sub-account you allocate Account Value to at the time of any
allocation or transfer. If you request a transfer and, as a result of the
transfer, there would be less than $500 in the Sub-account, we may transfer the
remaining Account Value in the Sub-account pro rata to the other investment
options to which you transferred.

We will charge $10.00 for each transfer after the twelfth (12th) in each Annuity
Year, including transfers made as part of any rebalancing, market timing, asset
allocation or similar program which you have authorized. Transfers made as part
of a dollar cost averaging program do not count toward the twelve free transfer
limit. Renewals or transfers of Account Value from a Fixed Allocation at the end
of its Guarantee Period are not subject to the transfer charge.

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: (a) we believe that excessive trading by such Owner or Owners
or a specific transfer request or group of transfer requests may have a
detrimental effect on Unit Values or the share prices of the underlying mutual
funds; or (b) we are informed by one or more of the underlying mutual funds that
the purchase or redemption of shares must be restricted because of excessive
trading or a specific transfer or group of transfers is deemed to have a
detrimental effect on share prices of affected underlying mutual funds.

DO YOU OFFER DOLLAR COST AVERAGING?
Yes. We offer Dollar Cost Averaging during the accumulation period. Dollar Cost
Averaging allows you to systematically transfer an amount each month from one
investment option to one or more other investment options. You can choose to
transfer earnings only, principal plus earnings or a flat dollar amount. Dollar
Cost Averaging allows you to invest regularly each month, regardless of the
current unit value (or price) of the Sub-account(s) you invest in. This enables
you to purchase more units when the market price is low and fewer units when the
market price is high. This may result in a lower average cost of units over
time. However, there is no guarantee that Dollar Cost Averaging will result in a
profit or protect against a loss in a declining market.

You must have a minimum Account Value of at least $10,000 to enroll in a Dollar
Cost Averaging program.

Dollar Cost Averaging is subject to a number of rules that include, but are not
limited to the following:
|X| If you choose to Dollar Cost Average from a Fixed Allocation, then you may
only use Fixed Allocations with Guarantee Periods of 1, 2 or 3 years.
|X| You may only Dollar Cost Average earnings or principal plus earnings. If
transferring principal plus earnings, the program must be designed to last
the entire Guarantee Period for the Fixed Allocation.
|X| Dollar Cost Averaging transfers from Fixed Allocations are not subject to a
Market Value Adjustment.

DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?
Yes. During the accumulation period, we offer automatic rebalancing among the
variable investment options you choose. You can choose to have your Account
Value rebalanced quarterly, semi-annually, or annually. On the appropriate date,
your variable investment options are rebalanced to the allocation percentages
you request. For example, over time the performance of the variable investment
options will differ, causing your percentage allocations to shift. With
automatic rebalancing, we transfer the appropriate amount from the
"overweighted" Sub-accounts to the "underweighted" Sub-accounts to return your
allocations to the percentages you request. If you request a transfer from or
into any variable investment option participating in the automatic rebalancing
program, we will assume that you wish to change your rebalancing percentages as
well, and will automatically adjust the rebalancing percentages in accordance
with the transfer unless we receive alternate instructions from you.

You must have a minimum Account Value of at least $10,000 to enroll in automatic
rebalancing. All rebalancing transfers made on the same day as part of an
automatic rebalancing program are considered as one transfer when counting the
number of transfers each year toward the maximum of 12 free transfers.

DO YOU OFFER A PROGRAM TO BALANCE FIXED AND VARIABLE INVESTMENTS?

Some investors wish to invest in the variable investment options but also wish
to protect a portion of their investment from market fluctuations. We offer a
balanced investment program where a portion of your Purchase Payment is
allocated to a Fixed Allocation for a Guarantee Period that you select and the
remaining Account Value is allocated to the variable investment options that you
select. The amount that we allocate to the Fixed Allocation is the amount that
will grow to a specific "principal amount" such as your initial Purchase
Payment. We determine the amount based on the rates then in effect for the
Guarantee Period you choose. If no amounts are transferred or withdrawn from the
Fixed Allocation, at the end of the Guarantee Period, it will have grown to
equal the "principal amount". The remaining Account Value that was not allocated
to the Fixed Allocation can be allocated to any of the Sub-accounts that you
choose. Account Value allocated to the variable investment options is subject to
market fluctuations and may increase or decrease in value.

Example
Assume you have $100,000 to invest. You choose to allocate a portion of your
Account Value to a Fixed Allocation with a 10 year Guarantee Period. The rate
for the 10-year Guarantee Period is 4.24%*. Based on the chosen Guarantee Period
and interest rate, the factor for determining how much of your Account Value can
be allocated to the Fixed Allocation is 0.660170. That means that $66,017 will
be allocated to the Fixed Allocation and the remaining Account Value ($33,983)
will be allocated to the variable investment options. Assuming that you do not
make any withdrawals from the Fixed Allocation, it will grow to $100,000 at the
end of the Guarantee Period. Of course we cannot predict the value of the
remaining Account Value that was allocated to the variable investment options.

* This rate in this example is hypothetical and may not reflect the current rate
for Guarantee Periods of this duration.

MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?

You may authorize your financial representative to decide on the allocation of
your Account Value and to make transfers between investment options, subject to
our rules. However, we can suspend or cancel these privileges at any time. We
will notify you if we do. We may restrict the available investment options if
you authorize a financial representative to make transfers for you. We do this
so that no financial representative is in a position to control transfers of
large amounts of money for multiple clients into or out of any of the underlying
portfolios that have expressed concern about movement of a large proportion of a
portfolio's assets.

We or an affiliate of ours may provide administrative support to financial
representatives who make transfers on your behalf. These financial
representatives may be firms or persons who also are appointed by us as
authorized sellers of the Annuity. However, we do not offer you advice about how
to allocate your Account Value under any circumstance. Any financial firm or
representative you engage to provide advice and/or make transfers for you is not
acting on our behalf. We are not responsible for any recommendations such
financial representatives make, any market timing or asset allocation programs
they choose to follow or any specific transfers they make on your behalf.

HOW DO THE FIXED INVESTMENT OPTIONS WORK?
Fixed Allocations may not be available in all states and may not be available in
certain durations.

Fixed Allocations currently are offered with Guarantee Periods of 1, 2, 3, 5, 7
and 10 years. We credit the fixed interest rate to the Fixed Allocation
throughout a set period of time called a "Guarantee Period." The interest rate
credited to a Fixed Allocation is the rate in effect when the Guarantee Period
begins and does not change during the Guarantee Period. The rates are an
effective annual rate of interest. We determine the interest rates for the
various Guarantee Periods. At the time that we confirm your Fixed Allocation, we
will advise you of the interest rate in effect and the date your Fixed
Allocation matures. We may change the rates we credit new Fixed Allocations at
any time. To inquire as to the current rates for Fixed Allocations, please call
1-800-766-4530.

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

HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?

We do not have a specific formula for determining the fixed interest rates for
Fixed Allocations. Generally the interest rates we offer for Fixed Allocations
will reflect the investment returns available on the types of investments we
make to support our fixed rate guarantees. These investment types may include
cash, debt securities guaranteed by the United States government and its
agencies and instrumentalities, money market instruments, corporate debt
obligations of different durations, private placements, asset-backed obligations
and municipal bonds. In determining rates we also consider factors such as the
length of the Guarantee Period for the Fixed Allocation, regulatory and tax
requirements, liquidity of the markets for the type of investments we make,
commissions, administrative and investment expenses, our insurance risks in
relation to the Fixed Allocations, general economic trends and competition.

We will credit interest on a new Fixed Allocation in an existing Annuity 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.

HOW DOES THE MARKET VALUE ADJUSTMENT WORK?

If you transfer or withdraw Account Value from a Fixed Allocation before the end
of its Guarantee Period, we will adjust the value of your investment based on a
formula, called a "Market Value Adjustment" or "MVA". The Market Value
Adjustment formula compares the interest rates credited for Fixed Allocations at
the time you invested, to interest rates being credited when you make a transfer
or withdrawal. The amount of any Market Value Adjustment can be either positive
or negative, depending on the rates that are currently being credited on Fixed
Allocations.

MVA Formula

The MVA formula is applied separately to each Fixed Allocation. The formula is
as follows:

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

where:

I is the fixed interest rate we guaranteed to credit to the
Fixed Allocation as of its starting date;

J is the fixed interest rate for your class of annuities at
the time of the withdrawal for a new Fixed Allocation with a
Guarantee Period equal to the remaining number of years in
your original Guarantee Period;

N is the number of months remaining in the original Guarantee
Period.

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

If the transfer or withdrawal does not occur on the yearly or monthly
anniversary of the beginning of the Fixed Allocation, the numbers used in `J'
and `N' will be rounded to the next highest integer.

MVA Examples

The following hypothetical examples show the effect of the MVA in determining
Account Value. Assume the following: |X| You allocate $50,000 into a Fixed
Allocation with a Guarantee Period of 5 years.
|X| The interest rate for your Fixed Allocation is 5.0% (I = 5.0%).
|X| You make no withdrawals or transfers until you decided to withdraw the
entire Fixed Allocation after exactly three (3) years, therefore 24
months remain before the Maturity Date (N = 24).

Example of Positive MVA
Assume that at the time you request the withdrawal, the fixed interest rate for
a new Fixed Allocation with a Guarantee Period of 24 months is 3.5% (J = 3.5%).
Based on these assumptions, the MVA would be calculated as follows:

MVA Factor = [(1+I)/(I+J+0.0010)]N/12 = [1.05/1.036]2 = 1.027210
Interim Value = $___________
Account Value after MVA = Interim Value X MVA Factor = $59,456.20.

Example of Negative MVA
Assume that at the time you request the withdrawal, the fixed interest rate for
a new Fixed Allocation with a Guarantee Period of 24 months is 6.0% (J = 6.0%).
Based on these assumptions, the MVA would be calculated as follows:

MVA Factor =[(1+I)/(1+J+0.0010)]N/12 = [1.05/1.061)]2 = 0.979372
Interim Value = $___________
Account Value after MVA = Interim Value X MVA Factor = $56,687.28.

WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?
The "Maturity Date" for a Fixed Allocation is the last day of the Guarantee
Period. On the Maturity Date, you may choose to renew the Fixed Allocation for a
new Guarantee Period of the same or different length or you may transfer all or
part of that Fixed Allocation's Account Value to another Fixed Allocation or to
one or more Sub-accounts. If you do not specify how you want a Fixed Allocation
to be allocated on its Maturity Date, it will be renewed for a Fixed Allocation
of the same duration. We will notify you 60 days before the end of the Guarantee
Period about the fixed interest rates that we are currently crediting to all
Fixed Allocations that are being offered. The rates being credited to Fixed
Allocations may change before the Maturity Date. We will not charge a MVA if you
choose to renew a Fixed Allocation on its Maturity Date or transfer the Account
Value to one or more variable investment options.

ACCESS TO ACCOUNT VALUE

WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?

During the accumulation phase you can access your Account Value through Partial
Withdrawals, Systematic Withdrawals, and where required for tax purposes,
Minimum Distributions. You can also surrender your Annuity at any time. When you
access your Account Value, we may deduct a portion of the Account Value being
withdrawn or surrendered as a CDSC. Certain amounts may be available to you each
annuity year that are not subject to a CDSC. These are called "Free
Withdrawals." In addition, under certain circumstances, we may waive the CDSC
for surrenders made for qualified medical reasons or for withdrawals made to
satisfy Minimum Distribution requirements. Unless you notify us differently,
withdrawals are taken pro-rata based on the Account Value in the investment
options at the time we receive your withdrawal request. Each of these types of
distributions is described more fully below.

ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?
For more information, see "Tax Considerations"

During the Accumulation Period
A distribution during the accumulation period is deemed to come first from any
"gain" in your Annuity and second as a return of your "tax basis", if any.
Distributions from your Annuity are generally subject to ordinary income
taxation on the amount of any investment gain. If you take a distribution prior
to the taxpayer's age 59 1/2, you may be subject to a 10% penalty in addition to
ordinary income taxes on any gain. You may wish to consult a professional tax
advisor for advice before requesting a distribution.

During the Annuitization Period
During the annuitization period, a portion of each annuity payment is taxed as
ordinary income at the tax rate you are subject to at the time you receive the
payment. The Code and regulations have "exclusionary rules" that we use to
determine what portion of each annuity payment should be treated as a return of
any tax basis you have in the Annuity. Once the tax basis in the Annuity has
been distributed, the remaining annuity payments are taxable as ordinary income.
The tax basis in the Annuity may be based on the tax-basis from a prior contract
in the case of a 1035 exchange or other qualifying transfer.

CAN I WITHDRAW A PORTION OF MY ANNUITY?

Yes, you can make a withdrawal during the accumulation phase. We call this a
"Partial Withdrawal." The amount that you may withdraw will depend on the
Annuity's "Surrender Value", which equals your Account Value as of the date we
process the withdrawal request net of any applicable CDSC. After any Partial
Withdrawal, your Annuity must have a Surrender Value of at least $1,000, or we
may treat the Partial Withdrawal request as a request to fully surrender your
Annuity. The minimum Partial Withdrawal you may request is $100.

IS THERE A CHARGE FOR A PARTIAL WITHDRAWAL?

A CDSC may be assessed against a Partial Withdrawal. Whether a CDSC applies and
the amount to be charged depends on whether the Partial Withdrawal exceeds any
Free Withdrawal amount and, if so, the length of time that the Purchase Payment
being withdrawn has been invested in the Annuity.

If you request a Partial Withdrawal:
1. we determine if the amount you requested is available as a Free Withdrawal
(in which case it would not be subject to a CDSC);

Then if the amount requested exceeds the available Free Withdrawal amount:
2. we withdraw the amount from Purchase Payments that have been invested for
longer than the CDSC period (with your Annuity, seven (7) years), if any;

Then if the amount requested exceeds that amount:
3. we withdraw the remaining amount from the Purchase Payments that are still
subject to a CDSC. We withdraw the amount from the "oldest" of your
Purchase Payments, which will result in the lowest CDSC being applied to
the amount withdrawn.

CAN I MAKE WITHDRAWALS FROM MY ANNUITY WITHOUT A CDSC?

Yes. During the accumulation phase you may withdraw a limited amount of Account
Value each annuity year from which we do not deduct a CDSC. This amount is
called the "Free Withdrawal" amount. Free Withdrawals are available to meet
liquidity needs. The amount of any Free Withdrawal is not available at the time
an Annuity is surrendered. NOTE: Withdrawals of any type made prior to age 59
1/2 may be subject to a 10% tax penalty.

HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?

The maximum Free Withdrawal amount during any Annuity Year is the greater of:
|X| the "Growth" in the Annuity; or

|X| 10% of Purchase Payments that, as of the date of the withdrawal, have been
invested for less than the CDSC period (with your Annuity, seven (7)
years). The 10% amount is not cumulative.

"Growth" equals the current Account Value less all Purchase Payments that have
been invested for less than the CDSC period and have not been previously
withdrawn. NOTE: Free withdrawals do not reduce the amount of any CDSC that
would apply upon a partial withdrawal or subsequent surrender. The minimum Free
Withdrawal you may request is $100.

Examples

Assume you make a $10,000 Purchase Payment at the time your Annuity is issued.
You make no additional Purchase Payments, yet due to positive investment
performance, your Account Value is $14,000 in your second Annuity Year. Your
maximum Free Withdrawal amount would be the greater of Growth (Account Value
minus Purchase Payments = $4,000) or 10% of Purchase Payments ($1,000). Your
maximum Free Withdrawal amount would therefore be $4,000.

Further assume that in your third annuity year, you choose to surrender your
Annuity. Assume that after taking your $4,000 Free Withdrawal in Year 2, your
Account Value has increased to $11,000 due to positive investment performance.
Upon surrender, we will deduct a CDSC of 6.0% based on the number of years that
your Purchase Payment has been invested times the amount of your Purchase
Payment that has not been previously withdrawn (6.0% of $10,000 = $600). The
amount of the previous Free Withdrawal was not subject to a CDSC when withdrawn.
Therefore, upon surrender, the amount of the entire Purchase Payment is subject
to the CDSC. You would receive $10,400. The Annual Maintenance Fee would also be
deducted if the Annuity is being surrendered.

When we determine if a CDSC applies to Partial Withdrawals and Systematic
Withdrawals, we will first determine what, if any, amounts qualify as a Free
Withdrawal. Those amounts are not subject to the CDSC. Partial Withdrawal or
Systematic Withdrawal of amounts greater than the maximum Free Withdrawal amount
will be subject to a CDSC.

CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?
Yes. We call these "Systematic Withdrawals." You can receive Systematic
Withdrawals of earnings only, principal plus earnings or a flat dollar amount.
Systematic Withdrawals may be subject to a CDSC. We will determine whether a
CDSC applies and the amount in the same way as we would for a Partial
Withdrawal.

Systematic Withdrawals can be made from Account Value allocated to the variable
investment options or Fixed Allocations. 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. Systematic Withdrawals are available on a monthly,
quarterly, semi-annual or annual basis. The Surrender Value of your Annuity must
be at least $20,000 before we will allow you to begin a program of Systematic
Withdrawals.

The minimum amount for each Systematic Withdrawal is $100. If any scheduled
Systematic Withdrawal is for less than $100, we may postpone the withdrawal and
add the expected amount to the amount that is to be withdrawn on the next
scheduled Systematic Withdrawal.

DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(t) OF THE INTERNAL
REVENUE CODE?
Yes. If your Annuity is used as a funding vehicle for certain retirement plans
that receive special tax treatment under Sections 401, 403(b) or 408 of the
Code, Section 72(t) of the Code may provide an exception to the 10% penalty tax
on distributions made prior to age 59 1/2 if you elect to receive distributions
as a series of "substantially equal periodic payments". Distributions received
under this provision in any annuity year that exceed the maximum amount
available as a free withdrawal will be subject to a CDSC. To request a program
that complies with Section 72(t), you must provide us with certain required
information in writing on a form acceptable to us. We may require advance notice
to allow us to calculate the amount of 72(t) withdrawals. The Surrender Value of
your Annuity must be at least $20,000 before we will allow you to begin a
program for withdrawals under Section 72(t). The minimum amount for any such
withdrawal is $100.

WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM? See "Tax
Considerations" for a further discussion of Minimum Distributions.
Minimum Distributions are a type of Systematic Withdrawal we allow to meet
distribution requirements under Sections 401, 403(b) or 408 of the Code. Under
the Code, you may be required to begin receiving periodic amounts from your
Annuity. In such case, we will allow you to make Systematic Withdrawals in
amounts that satisfy the minimum distribution rules under the Code. We do not
assess a CDSC on Minimum Distributions from your Annuity if you are required by
law to take such Minimum Distributions from your Annuity at the time it is
taken. However, a CDSC may be assessed on that portion of a Systematic
Withdrawal that is taken to satisfy the minimum distribution requirements in
relation to other savings or investment plans under other qualified retirement
plans not maintained with American Skandia.

If you request, we will calculate the annual required Minimum Distribution under
your Annuity. The amount of the required Minimum Distribution for your
particular situation may depend on other annuities, savings or investments. We
will only calculate the amount of your required Minimum Distribution based on
the value of your Annuity. We require three (3) days advance written notice to
calculate and process the amount of your payments. We may charge you for
calculating required Minimum Distributions. You may elect to have Minimum
Distributions paid out monthly, quarterly, semi-annually or annually. The $100
minimum that applies to Systematic Withdrawals does not apply to Minimum
Distributions.

CAN I SURRENDER MY ANNUITY FOR ITS VALUE?
Yes. During the accumulation phase you can surrender your Annuity at any time.
Upon surrender, you will receive the Surrender Value, which equals your Account
Value as of the date we process the surrender minus any applicable CDSC and the
Annual Maintenance Fee. Upon surrender of your Annuity, you will no longer have
any rights under the Annuity.

WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?

Where permitted by law, you may request to surrender your Annuity for its
Account Value prior to the Annuity Date without application of any CDSC upon
occurrence of a medically-related "Contingency Event". This waiver of any
applicable CDSC is subject to our rules, including but not limited to the
following: |X| the Annuitant must be named or any change of Annuitant must be
accepted by us, prior to the "Contingency Event" described
below;
|X| the Annuitant must be alive as of the date we pay the proceeds of such
surrender request; |X| if the Owner is one or more natural persons, all such
Owners must also be alive at such time;

|X| we must receive satisfactory proof of the Annuitant's confinement in a
Medical Care Facility or Fatal Illness in writing on a form satisfactory to
us; and

|X| this benefit is not available if the total Purchase Payments received
exceed $500,000 for all annuities issued by us with this benefit where the
same person is named as Annuitant.

A "Contingency Event" occurs if the Annuitant is:
|X| 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
|X| first diagnosed as having a "Fatal Illness" while your Annuity is in force.

The definitions of "Medical Care Facility" and "Fatal Illness," as well as
additional terms and conditions, are provided in your Annuity. Specific details
and definitions in relation to this benefit may differ in certain jurisdictions.

WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?

Annuity payments can be guaranteed for the life of the Annuitant, for the life
of the Annuitant with a certain period guaranteed, or for a certain fixed period
of time with no life contingency. We currently make available fixed payments and
adjustable payments.
However, adjustable annuity payments may not be available on your Annuity Date.

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. You may change your
choices up to 30 days before the Annuity Date. Any change to these options must
be in writing. The Annuity Date must be the first or the fifteenth day of a
calendar month. A maximum Annuity Date may be required by law.

We currently offer the following Annuity Payment Options. Additional Annuity
Payment Options may be offered in the future.

The "key life" is the person or persons upon whose life annuity payments with a
life contingency are based.

Option 1

Payments for Life: Under this option, income is payable periodically until the
death of the "key life". No additional annuity payments are made after the death
of the key life. Since no minimum number of payments is guaranteed, this option
offers the largest amount of periodic payments of the life contingent annuity
options. It is possible that only one payment will be payable if the death of
the key life occurs before the date the second payment was due, and no other
payments nor death benefits would be payable.

Option 2

Payments for Life with 10, 15, or 20 Years Certain: Under this option, income is
payable until the death of the key life. However, if the key life dies before
the end of the period selected (10, 15, or 20 years), the remaining payments are
paid to the Beneficiary until the end of such period.

Option 3
Payments Based on Joint Lives: Under this option, income is payable periodically
during the joint lifetime of two key lives, and thereafter during the remaining
lifetime of the survivor, ceasing with the last payment prior to the survivor's
death. No minimum number of payments is guaranteed under this option. It is
possible that only one payment will be payable if the death of all the key lives
occurs before the date the second payment was due, and no other payments or
death benefits would be payable.

Option 4
Payments for a Certain Period: Under this option, income is payable periodically
for a specified number of years. If the payee dies 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
any assumptions of life expectancy. Therefore, that portion of the Insurance
Charge assessed to cover the risk that key lives outlive our expectations
provides no benefit to an Owner selecting this option.

HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?

Unless prohibited by law, we require that you elect either a life annuity or an
annuity with a certain period of at least 5 years if any CDSC would apply were
you to surrender your Annuity on the Annuity Date. Therefore, making a purchase
payment within seven years of the Annuity Date limits your annuity payment
options.

If you have not provided us with your Annuity Date or Annuity Payment Option in
writing, then:

o the Annuity Date will be the first day of the calendar month following the
later of the Annuitant's 85th birthday or the fifth anniversary of our
receipt of your request to purchase an Annuity; and
o the Annuity Payments, where allowed by law, will be fixed monthly payments
for life with 10 years certain (See Option 2).

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

HOW ARE ANNUITY PAYMENTS CALCULATED?

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

WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?

The person upon whose death the Death Benefit is paid is referred to below as
the "decedent."

If the Annuity is owned by one or more natural persons, the Death Benefit is
payable upon the first death of an Owner. If the Annuity is owned by an entity,
the Death Benefit is payable upon the Annuitant's death, if there is no
Contingent Annuitant. If a Contingent Annuitant was designated before the
Annuitant's death and the Annuitant dies, the Contingent Annuitant then becomes
the Annuitant and a Death Benefit will not be paid at that time.

The Death Benefit calculation varies according to whether death occurs before or
after the contract anniversary date on or following the Owner's 80th birthday

The "Death Benefit Target Date" is the contract anniversary on or after the 80th
birthday of the current Owner, the oldest of either joint Owner or, if entity
owned, the Annuitant.

The "Highest Anniversary Value" equals the greatest of all previous "Anniversary
Values" on or before the earlier of the Owner's date of death and the "Death
Benefit Target Date".

"Anniversary Value" is the Account Value on each anniversary of the Annuity plus
the sum of all purchase payments since the anniversary less the sum of
withdrawals since such anniversary.

Annuities with one Owner The Death Benefit is calculated as follows:

If the Owner dies before the Death Benefit Target Date, the Death Benefit equals
the greater of:
|X| the Account Value in the Sub-accounts plus the Interim Value of any Fixed
Allocations (no MVA) as of the date we receive in writing "due proof of
death"; and
|X| the sum of all Purchase Payments each increasing daily at an interest
rate of 5% per year minus the sum of all withdrawals each increasing
daily, from the date of each withdrawal, at an interest rate of 5% per
year to the Owner's date of death, but not to exceed 200% of the
difference between the sum of all Purchase Payments and the sum of all
withdrawals as of the Owner's date of death plus the sum of all Purchase
Payments after such date less the sum of all withdrawals since the
Owner's date of death; and
|X| the "Highest Anniversary Value" on or immediately preceding the Owner's
date of death plus the sum of all Purchase Payments since such date less
the sum of all withdrawals since such date.

If the Owner dies on or after the Death Benefit Target Date, the Death Benefit
equals the greater of:
|X| the Account Value as of the date we receive in writing "due proof of
death" (an MVA may be applicable to amounts in any Fixed Allocations);
and
|X| the sum of all Purchase Payments received prior to the Death Benefit
Target Date, each increasing daily at an interest rate of 5% per year
minus the sum of all withdrawals received prior to the Death Benefit
Target Date, each increasing daily at an interest rate of 5% per year,
but not to exceed 200% of the difference between the sum of all Purchase
Payments and the sum of all withdrawals as of the Death Benefit Target
Date plus the sum of all Purchase Payments since such date less the sum
of all withdrawals since the Death Benefit Target Date; and
|X| the Highest Anniversary Value calculated as of the Death Benefit Target
Date plus the sum of all Purchase Payments since such date less the sum
of all withdrawals since such date.

Annuities with joint Owners
For Annuities with Joint Owners, the Death Benefit Target Date is the contract
anniversary on or after the 80th birthday of the oldest of the Joint Owners. It
is not based upon the Joint Owner who dies first. NOTE: If you and your spouse
own the Annuity jointly, we will pay the Death Benefit to the Beneficiary. If
the sole primary Beneficiary is the surviving spouse, then the spouse can elect
to assume ownership of the Annuity.

Annuities owned by entities
For Annuities owned by an entity, the Death Benefit Target Date is based on the
Annuitant's age. The method of calculating the death benefit is as if the
Annuity had one Owner.

Examples of Death Benefit Calculation

The following are examples of how the Death Benefit is calculated. Each example
assumes that a $50,000 initial Purchase Payment is made and that no additional
Purchase Payments or withdrawals are made prior to the Owner's death. Each
example assumes that there is one Owner who is age 50 on the Issue Date.

Example of market increase greater than 5% annual increase
Assume that the Owner's Account Value has generally been increasing since the
Issue Date. On the date we receive due proof of death (the Owner's 58th
birthday), the Account Value is $80,000. The Highest Anniversary Value on any
previous anniversary date is $72,000. The Death Benefit would be the Account
Value ($80,000) because it is greater than the Highest Anniversary Value
($72,000) or the sum of prior Purchase Payments increased by 5% annually
($70,000).

Example of market decrease

Assume that the Owner's Account Value has been decreasing since the Issue Date.
On the date we receive due proof of death (the Owner's 60th birthday), the
Account Value is $48,000. The Highest Anniversary Value on any previous
anniversary date is $54,000. The Death Benefit would be the sum of prior
Purchase Payments increased by 5% annually ($75,000) because it is greater than
the Highest Anniversary Value ($54,000) or the Account Value ($48,000)

Example of Highest Anniversary Value
Assume that the Owner's Account Value increased significantly during the first
five years following the Issue Date. On the fifth anniversary date the Account
Value was $82,000. During the sixth Annuity Year, the Account Value increases to
as high as $83,500 but then subsequently falls to $79,500 on the date we receive
due proof of death (the Owner's 56th birthday). The Death Benefit would be the
Highest Anniversary Value ($82,000) which occurred on the fifth anniversary,
even though the Account Value was higher during the sixth Annuity Year. The
Account Value on the date we receive due proof of death ($79,500) is lower as is
the sum of prior Purchase Payments increase by 5% annually ($65,000).

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

WHAT OPTIONS ARE AVAILABLE TO MY BENEFICIARY UPON MY DEATH?
|X| During the accumulation period, if you die and the sole Beneficiary is
your spouse, then your spouse may elect to be treated as the current
Owner. The Annuity can be continued, subject to its terms and conditions,
in lieu of receiving the death benefit. Your spouse may only assume
ownership of the Annuity if he or she is designated as the sole primary
Beneficiary.

|X| In the event of your death, the death 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. Payments under this option must
begin within one year of the date of death.

WHEN DO YOU DETERMINE THE DEATH BENEFIT?
We determine the amount of the death benefit as of the date we receive "due
proof of death" and any other written representations we require to determine
the proper payment of the Death Benefit to all Beneficiaries. "Due proof of
death" may include a certified copy of a death certificate, a certified copy of
a decree of a court of competent jurisdiction as to the finding of death or
other satisfactory proof of death.

We will require written acknowledgment of all named Beneficiaries before we can
determine the Death Benefit. During the period from the date of death until we
receive all required paper work, the amount of the Death Benefit may be subject
to market fluctuations.

VALUING YOUR INVESTMENT

HOW IS MY ACCOUNT VALUE DETERMINED?
During the Accumulation Period, the Annuity has an Account Value. The Account
Value is determined separately for each Sub-account allocation and for each
Fixed Allocation. The Account Value is the sum of the values of each Sub-account
allocation and the value of each Fixed Allocation. The Account Value does not
reflect any CDSC that may apply to a withdrawal or surrender. When determining
the Account Value on a day other than a Fixed Allocation's Maturity Date, the
Account Value may include any Market Value Adjustment that would apply to a
Fixed Allocation (if withdrawn or transferred) on that day.

WHAT IS THE SURRENDER VALUE OF MY ANNUITY?
The Surrender Value of your Annuity is the value available to you on any day
during the accumulation period. The Surrender Value is equal to your Account
Value minus any CDSC and the Annual Maintenance Fee. The Surrender Value will
also include any Market Value Adjustment that may apply.

HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?
When you allocate Account Value to a Sub-Account, you are purchasing units of
the Sub-account. Each Sub-account invests exclusively in shares of an underlying
Portfolio. The value of the Units fluctuate with the market fluctuations of the
Portfolios. The value of the Units also reflect the daily accrual for the
Insurance Charge.

Each Valuation Day, we determine the price for a Unit of each Sub-account,
called the "Unit Price." The Unit Price is used for determining the value of
transactions involving Units of the Sub-accounts. We determine the number of
Units involved in any transaction by dividing the dollar value of the
transaction by the Unit Price of the Sub-account as of the Valuation Day.

Example

Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
Sub-account. Assume that later, you wish to transfer $3,000 of your Account
Value out of that Sub-account and into another Sub-account. On the Valuation Day
you request the transfer, the Unit Price of the original Sub-account has
increased to $16.79. To transfer $3,000, we sell 178.677 Units at the current
Unit Price, leaving you 158.477 Units. We then buy $3,000 of Units of the new
Sub-account at the Unit Price of $17.83. You would then have 168.255 Units of
the new Sub-account.

HOW DO YOU VALUE FIXED ALLOCATIONS?
During the Guarantee Period, we use the concept of an Interim Value. The Interim
Value can be calculated on any day and is equal to the initial value allocated
to a Fixed Allocation plus all interest credited to a Fixed Allocation as of the
date calculated. If you made any transfers or withdrawals from a Fixed
Allocation, the Interim Value will reflect the withdrawal of those amounts and
any interest credited to those amounts before they were withdrawn. To determine
the Account Value of a Fixed Allocation on any day other than its Maturity Date,
we multiply the Account Value of the Fixed Allocation times the Market Value
Adjustment factor.

WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?

Initial Purchase Payments: We are required to allocate your initial Purchase
Payment to the Sub-accounts within two (2) days after we receive all of our
requirements to issue the Annuity. If we do not have all the required
information to allow us to issue your Annuity, we may retain the Purchase
Payment while we try to reach you or your representative to obtain all of our
requirements. If we are unable to obtain all of our required information within
five (5) days, we are required to return the Purchase Payment to you at that
time, unless you specifically consent to our retaining the Purchase Payment
while we gather the required information. Once we obtain the required
information, we will invest the Purchase Payment and issue the Annuity within
two (2) days. During any period that we are trying to obtain the required
information, your money is not invested.

Additional Purchase Payments: We will apply any additional Purchase Payments on
the Valuation Day that we receive the Purchase Payment with satisfactory
instructions.

Scheduled Transactions: "Scheduled" transactions include transfers under a
Dollar Cost Averaging, rebalancing, or asset allocation program, Systematic
Withdrawals, Minimum Distributions or annuity payments. Scheduled transactions
are processed and valued as of the date they are scheduled, unless the scheduled
day is not a Valuation Day. In that case, the transaction will be processed and
valued on Valuation Day prior to the scheduled transaction date.

Unscheduled Transactions: "Unscheduled" transactions include any other
non-scheduled transfers and requests for Partial Withdrawals or Free Withdrawals
or Surrenders. Unscheduled transactions are processed and valued as of the
Valuation Day we receive the request at our Office in good order.

Medically-related Surrenders & Death Benefits: Medically-related surrender
requests and death benefit claims require our review and evaluation before
processing. We price such transactions as of the date we receive at our Office
all materials we require for such transaction and that are satisfactory to us.

TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?
Following are a brief summary of some of the Federal Tax considerations relating
to this Annuity. However, since the tax law is complex and tax consequences are
affected by your individual circumstances, this summary is not intended to be
fully comprehensive nor is it intended as tax advice. Therefore, you may wish to
consult a professional tax advisor for tax advice as to your particular
situation.

HOW IS AMERICAN SKANDIA AND THE SEPARATE ACCOUNT TAXED?

The Separate Accounts are taxed as part of American Skandia. American Skandia is
taxed as a life insurance company under Part I, subchapter L of the Internal
Revenue Code of 1986, as amended (the "Code"). No taxes are due on interest,
dividends and short-term or long-term capital gains earned by the Separate
Accounts with respect to the Annuities.

IN GENERAL, HOW ARE ANNUITIES TAXED?
Section 72 of the Code governs the taxation of annuities in general. Generally,
taxation of the Annuity will depend on:

1. whether the Annuity is used by:
o a qualified pension plan, profit sharing plan or other retirement
arrangement that is eligible for special tax treatment under the Code
(for purposes of this discussion, a "Qualified Contract");
VERSUS
o an individual or a corporation, trust or partnership as a funding
vehicle for retirement or investment purposes (a "Non-qualified
Contract); and

whether the Owner is an:
o individual person or persons; or
o entity including a corporation, trust or partnership.

Individual Ownership: If one or more individuals owns an Annuity, the Owner of
the Annuity is generally not taxed on any increase in the value of an annuity
until an amount is received (a "distribution"). This is commonly referred to as
"tax deferral". A distribution can be in the form of a lump sum payment
including payment of a Death Benefit, or in annuity payments under one of the
annuity payment options. Certain other transactions may qualify as a
distribution and be subject to taxation.

Entity Ownership: If the Annuity is owned by an entity, generally the Owner of
the Annuity must currently include any increase in the value of an annuity
during a tax year in its gross income, unless the Annuity is used as a Qualified
Contract. An exception from current taxation applies for annuities held by a
structured settlement company, by an employer with respect to a terminated
tax-qualified retirement plan, a trust holding an annuity as an agent for a
natural person, or by a decedent's estate by reason of the death of the
decedent. A tax-exempt entity for federal tax purposes will not be subject to
income tax as a result of this provision.

HOW ARE DISTRIBUTIONS TAXED?
Distributions from an Annuity are taxed as ordinary income and not as capital
gains.

Distributions Before Annuitization: Distributions received before annuity
payments begin are generally treated as coming first from "income on the
contract" and then as a return of the "investment in the contract". The amount
of any distribution that is treated as receipt of "income on the contract" is
includible in the taxpayer's gross income and is taxable. The amount of any
distribution treated as a return of the "investment in the contract" is not
includible in gross income.

o "Income on the contract" is calculated by subtracting the taxpayer's
"investment in the contract" from the aggregate value of all "related
contracts" (discussed below).
o "Investment in the contract" is equal to total purchase payments for all
"related contracts" minus 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. Unless
"after-tax" contributions have been made to a Qualified Contract, the
"investment in the contract" for a Qualified Contract is zero.

Distributions After Annuitization: A portion of each annuity payment received on
or after the annuity date will generally be taxable. The taxable portion of each
annuity payment is determined by a formula which establishes the ratio that the
"investment in the contract" bears to the total value of annuity payments to be
made. This is called the "exclusion ratio." Any additional payments received
that exceed the exclusion ratio will be entirely includible in gross income. The
formula for determining the exclusion ratio differs between fixed and variable
annuity payments. When 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.

Penalty Tax on Distributions:

Penalty taxes on distributions from Qualified Contracts are discussed below.

Generally, any distribution from an annuity not used in conjunction with a
Qualified Contract is subject to a penalty equal to 10% of the amount includible
in gross income. There may be exceptions to this penalty on certain
distributions, including:

o Distributions made on or after the taxpayer has attained the age of 59
1/2;
o Distributions made on or after the death of the contract owner, or, the
death of the annuitant, if the owner is an individual;
o Distributions attributable to the taxpayer's becoming disabled;
o 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);
o Distributions of amounts which are treated as "investments in the
contract" made prior to August 14, 1982 o Payments under an immediate
annuity as defined in the Code;
o Distributions under a qualified funding asset under Code Section
130(d); or
o 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.

Special rules applicable to "related contracts"
Contracts issued after October 21, 1988 by the same insurer to the same contract
owner within the same calendar year (other than certain contracts owned in
connection with a tax-qualified retirement arrangement) are to be treated as one
annuity contract when determining the taxation of distributions before
annuitization. We refer to these as "related contracts." In situations involving
"related contracts" we believe that the values under such contracts and the
investment in the contracts will be added together to determine the proper
taxation of a distribution described under the section "Distributions before
Annuitization." Distributions will be treated as coming first from income on the
contract until all of the income on all such "related contracts" is withdrawn,
and then as a return of the investment in the contract. There is some
uncertainty regarding the manner in which the Internal Revenue Service would
view "related contracts" when one or more contracts are immediate annuities or
are contracts that have been annuitized. The Internal Revenue Service has not
issued regulations clarifying this issue as of the date of this Prospectus. You
are particularly cautioned to seek advice from your own tax advisor on this
matter.

Special concerns regarding "substantially equal periodic payments" Substantially
equal periodic payments are also known as "72(t) distributions".

Any modification to a program of distributions which are part of a scheduled
series of substantially equal periodic payments 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. This does not apply when the modification is due by reason of
death or disability. It is our understanding that the Internal Revenue Service
may not consider a scheduled series of distributions to qualify under Sections
72(q) or 72(t) 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, depending on how payments are structured. [if the distributions are
based on a substantially equal dollar amount, rather than a substantially equal
number of Units.]

Special concerns regarding immediate annuities
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.

Special rules in relation to tax-free exchanges under Section 1035
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 purchased through
a tax-free exchange of a life insurance, annuity or endowment contract that was
purchased prior to August 14, 1982, then any distributions other than as annuity
payments will be considered to come: |X| First, from the amount of "investment
in the contract" made prior to August 14, 1982 and exchanged into the Annuity;
|X| Then, from any "income on the contract" that is attributable to the purchase
payments made prior to August 14, 1982
(including income on such original purchase payments after the exchange);
|X| Then, from any remaining "income on the contract"; and |X| Last from the
remaining "investment in the contract."

Therefore, to the extent a distribution is less than the investment in the
contract made prior to August 14, 1982, such amounts are not included in taxable
income. Further, distributions received that are considered to be a return of
investment on the contract from purchase payments made prior to August 14, 1982,
such distributions are not subject to the 10% tax penalty. In all other
respects, the general provisions of the Code apply to distributions from
annuities obtained as part of such an exchange.

WHAT TAX CONSIDERATIONS ARE THERE FOR TAX-QUALIFIED RETIREMENT PLANS OR
QUALIFIED CONTRACTS?
An annuity may be suitable as a funding vehicle for various types of
tax-qualified retirement plans. We have provided summaries of the types of
tax-qualified retirement plans with which we may issue an Annuity. These
summaries provide general information about the tax rules and are not complete.
The tax rules regarding qualified plans are complex. These rules may include
limitations on contributions and restrictions on distributions, including
additional taxation of distributions and additional penalties. Owners are
cautioned that any rights and benefits under the Annuity are controlled by the
terms and conditions of the tax-qualified retirement plan regardless of the
terms of the Annuity. The application of these rules depends on individual facts
and circumstances. Before purchasing an annuity for use in a qualified plan, you
should obtain competent tax advice, both as to the tax treatment and suitability
of such an investment. American Skandia does not make all of its annuities
available to these types of tax-qualified retirement plans.

Corporate Pension and Profit-sharing Plans
Annuities may be used to fund employee benefits of various corporate pension and
profit-sharing plans established by corporate employers under Sections 401(a)
and 401(k) of the Code. Contributions to such plans are not taxable to the
employee until distributions are made from the retirement plan. The Code imposes
limitations on the amount that may be contributed and the timing of
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.

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 Sheltered Annuities
Under Section 403(b) of the Code a tax sheltered annuity ("TSA") is a contract
into which contributions may be made for the benefit of their employees by
certain qualifying employers such as, public schools and certain charitable,
educational and scientific organizations specified in Section 501(c)(3). 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 also apply.

Under a TSA, you may be prohibited from taking distributions from the contract
attributable to contributions made pursuant to a salary reduction agreement
unless the distribution is made:
|X| After the participating employee attains age 59 1/2;
|X| Upon separation from service, death or disability; or
|X| In the case of financial hardship (subject to restrictions)

Deferred Compensation 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.

Individual Retirement Programs or "IRAs"
Section 408 of the Code allows eligible individuals to maintain an individual
retirement account or individual retirement annuity ("IRA"). IRAs are subject to
limitations on the amount that may be contributed, the contributions that may be
deducted from taxable income, the persons who may be eligible and the time when
distributions must commence. Further, an Annuity may be used to "roll-over"
distributions from certain tax-qualified retirement plans and maintain their
tax-deferral.

Roth IRAs
A form of IRA is also available called a "Roth IRA". Contributions to a Roth IRA
are not tax deductible. However, distributions from a Roth IRA are free from
federal income taxes and are not subject to the 10% penalty tax if five (5) tax
years have passed since the first contribution was made or any conversion from a
traditional IRA was made, and the distribution is made (a) once the taxpayer is
age 59 1/2 or older, (b) upon the death or disability of the taxpayer, or (c)
for qualified first-time home buyer expenses, subject to certain limitations.
Distributions from a Roth IRA that are not "qualified" as described above may be
subject to a penalty tax.

SEP IRAs
Eligible employers that meet specified criteria may establish Simplified
Employee Pensions or SEP IRAs using the employees' IRAs. Employer contributions
that may be made to SEP IRAs are larger than the amounts that may be contributed
to other IRAs, and may be deductible to the employer.

Purchasers of IRAs and Roth IRAs will 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 qualified plans may be rolled over or transferred into an IRA on a
tax-deferred basis and the conditions under which distributions from traditional
IRAs may be rolled over to, or the traditional IRA itself may be converted into
a Roth IRA.

HOW ARE DISTRIBUTIONS FROM TAX-QUALIFIED RETIREMENT PLANS TAXED?
Distributions from tax-qualified retirement plans are generally taxed under
Section 72 of the Code. Under these rules, a portion of each distribution may be
excludable from income. The excludable amount is the proportion of the
distribution that is based on the amount of investment gain on the after-tax
contributions. Generally, a 10% penalty tax applies to the taxable portion of a
distribution from a tax-qualified retirement plan made prior to age 59 1/2.
However, the 10% penalty tax does not apply when the distribution: o is part of
a properly executed transfer to another IRA or another eligible qualified plan;
o 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);
o 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;
o *is subsequent to a separation from service after the taxpayer attains age 55;
o *does not exceed the employee's allowable deduction in that tax year for
medical care; and o *is made to an alternate payee pursuant to a qualified
domestic relations order.

The exceptions above which are preceded by an * do not apply to IRAs.

Minimum Distributions after age 70 1/2: A participant's interest in a
tax-qualified retirement plan must generally be distributed, or begin to be
distributed, by the "required beginning date". This is generally not later than
April 1st of the calendar year following the later of: |X| the calendar year in
which the individual attains age 70 1/2; or |X| the calendar year in which the
individual retires from service with the employer sponsoring the plan.

The participant's entire interest must be distributed beginning no later than
the required beginning date over a period which may not extend beyond a maximum
of the life expectancy of the participant and a designated Beneficiary. Each
annual distribution must equal or exceed a "minimum distribution amount" which
is determined by dividing the account value by the applicable life expectancy.
The account balance is generally based upon the account value as of the close of
business on the last day of the previous calendar year.
A larger annual distribution may be required under certain circumstances.

If the participant dies before reaching his or her required beginning date, his
or her entire interest must generally be distributed within five years of death.
However, this rule will be deemed satisfied if distributions begin before the
close of the calendar year following death to a designated Beneficiary (or over
a period not extending beyond the life expectancy of the beneficiary). If the
Beneficiary is the individual's surviving spouse, distributions may be delayed
until the individual would have attained age 70 1/2. If a participant dies after
reaching his or her required beginning date or after distributions have
commenced, the individual's interest must generally be distributed at least as
rapidly as under the method of distribution in effect at the time of the
individual's death.

If the amount distributed is less than the minimum required distribution for the
year, the participant is subject to a 50% tax on the amount that was not
properly distributed.

GENERAL TAX CONSIDERATIONS

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). If the diversification
requirements under the Code are not met and the annuity is not treated as an
annuity, the taxpayer will be subject to income tax on the annual gain in the
contract. 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.

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.

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:
o any portion of a distribution paid as Minimum Distributions;
o direct transfers to the trustee of another retirement plan;
o distributions from an individual retirement account or individual
retirement annuity;
o 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
o certain other distributions where automatic 20% withholding may not
apply.

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 "What Are Some of the Tax Considerations Regarding Qualified
Retirement 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 owner (or former
spouse incident to a divorce) is treated, for income tax purposes, as a
distribution.

Estate and Gift Tax Considerations: You should obtain competent tax advice with
respect to possible federal and state estate and 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
generation-skipping transfers generally include those subject to federal estate
or gift tax rules. There is an aggregate $1 million exemption from taxes for all
such transfers. We may be required to determine whether a transaction is a
direct skip as defined in the Code and the amount of the resulting tax. We will
deduct from your Annuity or from any applicable payment treated as a direct skip
any amount of tax we are required to pay.

Considerations for Contingent Annuitants
There may be adverse tax consequences if a contingent annuitant succeeds an
annuitant when the Annuity is owned by a trust that is neither tax exempt nor
qualifies for preferred treatment under certain sections of the Code. In
general, the Code is designed to prevent indefinite deferral of tax. 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.

GENERAL INFORMATION

HOW WILL I RECEIVE STATEMENTS AND REPORTS?
We send any statements and reports required by applicable law or regulation to
you at your last known address of record. You should therefore give us prompt
notice of any address change. We reserve the right, to the extent permitted by
law and subject to your prior consent, to provide any prospectus, prospectus
supplements, confirmations, statements and reports required by applicable law or
regulation to you through our Internet Website at http://www.americanskandia.com
or any other electronic means, including diskettes or CD ROMs. We send a
confirmation statement to you each time a transaction is made affecting Account
Value, such as making additional Purchase Payments, transfers, exchanges or
withdrawals. We also send quarterly statements 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 to assure proper accounting to your Annuity. For transactions that are
confirmed immediately, 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 an annual report and a semi-annual report containing applicable
financial statements, as of December 31 and June 30, respectively, to Owners or,
with your prior consent, make such documents available electronically through
our Internet Website or other electronic means.

WHO IS AMERICAN SKANDIA?
American Skandia Life Assurance Corporation (the "Company") is a stock life
insurance company domiciled in Connecticut with licenses in all 50 states and
the District of Columbia. It is a wholly-owned subsidiary of American Skandia
Investment Holding Corporation (the "Parent"), 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.

The Company has 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 $1.5 million at
December 31, 1997.

The Company is in the business of issuing variable annuity and variable life
insurance contracts. The Company currently offers the following annuity
products: (a) flexible premium deferred variable annuities and single premium
fixed deferred annuities that are registered with the Securities and Exchange
Commission, (b) certain other fixed deferred annuities that are not registered
with the Securities and Exchange Commission; and (c) certain group variable
annuities that are exempt from registration with the Securities and Exchange
Commission that serve as funding vehicles for various types of qualified pension
and profit sharing plans. The Company recently launched a single premium
variable life insurance product and a flexible premium life insurance product.

WHAT ARE 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. We are the legal owner
of assets in the separate accounts. In the payout phase, assets supporting fixed
annuity payments and any adjustable annuity payments we make available are held
in our general account. Income, gains and losses from assets allocated to these
separate accounts are credited to or charged against each such separate account
without regard to other income, gains or losses of American Skandia or of any
other of our separate accounts. These assets may only be charged with
liabilities which arise from the annuity contracts issued by American Skandia
Life Assurance Corporation.

Separate Account B
During the accumulation phase, the assets supporting obligations based on
allocations to the variable investment options are held in Class 1 Sub-accounts
of American Skandia Life Assurance Corporation Variable Account B, also referred
to as "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. You will find additional information about these underlying mutual
funds and portfolios in the prospectuses for such funds.

Separate Account B is registered with the SEC under the 1940 Act as a unit
investment trust, which is a type of investment company. This does not involve
any supervision by the SEC of the investment policies, management or practices
of Separate Account B. Each Sub-account invests only in a single mutual fund or
mutual fund portfolio. We reserve the right to add Sub-accounts, eliminate
Sub-accounts, to combine Sub-accounts, or to substitute underlying mutual funds
or portfolios of underlying mutual funds.

Values and benefits based on allocations to the Sub-accounts will vary with the
investment performance of the underlying mutual funds or fund portfolios, as
applicable. We do not guarantee the investment results of any Sub-account. Your
Account Value allocated to the Sub-accounts may increase or decrease. You bear
the entire investment risk

Separate Account D
During the accumulation phase, assets supporting our obligations based on Fixed
Allocations are held in American Skandia Life Assurance Corporation Separate
Account D, also referred to as Separate Account D. Such obligations are based on
the fixed 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 units in Separate Account D. The Fixed Allocations are guaranteed
by our general account. An Annuity Owner who allocates a portion of their
Account Value to Separate Account D does not participate in the investment gain
or loss on assets maintained in 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.

We have sole discretion over the investment managers retained to manage the
assets maintained in 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 we employ is responsible for investment management
of a different portion 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).

We are not obligated to invest according to specific guidelines or strategies
except as may be required by Connecticut and other state insurance laws.

WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?
Each underlying mutual fund is registered as an open-end management investment
company under the Investment Company Act of 1940. Shares of the underlying
mutual fund portfolios are sold to separate accounts of life insurance companies
offering variable annuity and variable life insurance products. The shares may
also be sold directly to qualified pension and retirement plans.

Voting Rights
We are the legal owner of the shares of the underlying mutual funds in which
Sub-accounts invest. However, under SEC rules, you have voting rights in
relation to Account Value maintained in the Sub-accounts. If an underlying
mutual fund portfolio requests a vote of shareholders, we will vote our shares
in the manner directed by Owners with Account Value allocated to that
Sub-account. Owners have the right to vote an amount equal to the number of
shares attributable to their contracts. If we do not receive voting instructions
in relation to certain shares, we will vote those shares in the same manner and
proportion as the shares for which we have received instructions. We will
furnish those Owners who have Account Value allocated to a Sub-account whose
underlying mutual fund portfolio has requested a "proxy" vote with the necessary
forms to provide us with their instructions. Generally, you will be asked to
provide instructions for us to vote on matters such as changes in a fundamental
investment strategy, adoption of a new investment advisory agreement, or matters
relating to the structure of the underlying mutual fund that require a vote of
shareholders.

Material Conflicts
It is possible that differences may occur between companies that offer shares of
an underlying mutual fund portfolio to their respective separate accounts
issuing variable annuities and/or variable life insurance products. Differences
may also occur surrounding the offering of an underlying mutual fund portfolio
to variable life insurance policies and variable annuity contracts that we
offer. Under certain circumstances, these differences could be considered
"material conflicts," in which case we would take necessary action to protect
persons with voting rights under our variable annuity contracts and variable
life insurance policies against persons with voting rights under other insurance
companies' variable insurance products. If a "material conflict" were to arise
between owners of variable annuity contracts and variable life insurance
policies issued by us we would take necessary action to treat such persons
equitably in resolving the conflict. "Material conflicts" could arise due to
differences in voting instructions between owners of variable life insurance and
variable annuity contracts of the same or different companies. We monitor any
potential conflicts that may exist.

WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?
American Skandia Marketing, Incorporated ("ASM"), a wholly-owned subsidiary of
American Skandia Investment Holding Corporation, is the distributor and
principal underwriter of the securities offered through this prospectus. ASM
acts as the distributor of a number of annuity and life insurance products we
offer and both American Skandia Trust and American Skandia Advisor Funds, Inc.,
a family of retail mutual funds. ASM's principal business address is One
Corporate Drive, Shelton, Connecticut 06484. ASM is registered as broker-dealer
under the Securities and Exchange Act of 1934 ("Exchange Act") and is a member
of the National Association of Securities Dealers, Inc. ("NASD").

The Annuity is offered on a continuous basis. ASM enters into distribution
agreements with independent broker-dealers who are registered under the Exchange
Act and with entities that may offer the Annuity but are exempt from
registration. Applications for the Annuity are solicited by registered
representatives of those firms. Such representatives will also be our appointed
insurance agents under state insurance law. In addition, ASM may offer the
Annuity directly to potential purchasers.

Compensation is paid to firms on sales of the Annuity according to one or more
schedules. The individual representative will receive a portion of the
compensation, depending on the practice of the firm. Compensation is generally
based on a percentage of Purchase Payments made, up to a maximum of 7.0%.
Alternative compensation schedules are available that provide a lower initial
commission plus ongoing annual compensation based on all or a portion of Account
Value. We may also provide compensation for providing ongoing service to you in
relation to the Annuity. Commissions and other compensation paid in relation to
the Annuity do not result in any additional charge to you or to the Separate
Account.

In addition, firms may receive separate compensation or reimbursement for, among
other things, training of sales personnel, marketing or other services they
provide to us or our affiliates. We or ASM may enter into compensation
arrangements with certain firms. These arrangements will not be offered to all
firms and the terms of such arrangements may differ between firms. Any such
compensation will be paid by us or ASM and will not result in any additional
charge to you. To the extent permitted by NASD rules and other applicable laws
and regulations, ASM may pay or allow other promotional incentives or payments
in the form of cash or other compensation.

Advertising: We may advertise certain information regarding the performance of
the investment options. Details on how we calculate performance for the
Sub-accounts are found in the Statement of Additional Information. This
information may help you review the performance of the investment options and
provide a basis for comparison with other annuities. It 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 receive the
beneficial tax treatment given to annuities under the Code.

Performance information on the Sub-accounts is based on past performance only
and is not an indication or representation of future performance. Performance of
the Sub-accounts is not fixed. Actual performance will depend on the type,
quality and, for some of the Sub-accounts, the maturities of the investments
held by the underlying mutual funds or portfolios and upon prevailing market
conditions and the response of the underlying mutual funds to such conditions.
Actual performance will also depend on changes in the expenses of the underlying
mutual funds or portfolios. Such changes are reflected, in turn, in the
Sub-accounts which invest in such underlying mutual fund or portfolio. In
addition, the amount of 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.

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.

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

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

AVAILABLE INFORMATION
A Statement of Additional Information is available from us without charge upon
your request. This Prospectus is part of the registration statement we filed
with the Securities and Exchange Commission ("SEC") regarding this offering.
Additional information on us and this offering is available in those
registration statements and the exhibits thereto. You may obtain copies of these
materials at the prescribed rates from the SEC's Public Reference Section, 450
Fifth Street N.W., Washington, D.C., 20549. You may inspect and copy those
registration statements and exhibits thereto at the SEC's public reference
facilities at the above address, Room 1024, and at the SEC's Regional Offices, 7
World Trade Center, New York, NY, and the Everett McKinley Dirksen Building, 219
South Dearborn Street, Chicago, IL. These documents, as well as documents
incorporated by reference, may also be obtained through the SEC's Internet
Website (http://www.sec.gov) for this registration statement as well as for
other registrants that file electronically with the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

To the extent and only to the extent that any statement in a document
incorporated by reference into this Prospectus is modified or superseded by a
statement in this Prospectus or in a later-filed document, such statement is
hereby deemed so modified or superseded and not part of this Prospectus. The
Annual Report on Form 10-K for the year ended December 31, 1998 previously filed
by the Company with the SEC under the Securities Exchange Act of 1934 is
incorporated by reference in this Prospectus.

We will 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 will do so
upon receipt of your written or oral request.

HOW TO CONTACT US You can contact us by:
|X| calling our Concierge Desk at 1-800-752-6342; or
|X| writing to us at American Skandia Life Assurance Corporation, P.O. Box
883, Shelton, Connecticut 06484-0883, Attention: Concierge Desk; or
|X| sending us an email to our electronic mail address at
[email protected]; or |X| accessing information about your
Annuity through our Internet Website at americanskandia.com.

We may require that you present proper identification before performing
transactions over the telephone, email or through our Internet website. This may
include a Personal Identification Number or PIN that will be provided to you on
or about the time that your Annuity is issued. To the extent permitted by law,
we will not be responsible for any claims, loss, liability or expense in
connection with a transaction requested by telephone or other electronic means
if we acted on such transaction instructions after following reasonable
procedures to identify those persons authorized to perform transactions on your
Annuity using verification methods which may include a request for your Social
Security number, PIN or other form of electronic identification. We may be
liable for losses due to unauthorized or fraudulent instructions if we did not
follow such procedures.

INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "1933 Act") 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 1933 Act and
is therefore unenforceable.

LEGAL PROCEEDINGS
As of the date of this Prospectus, neither we nor ASM were involved in any
litigation outside of the ordinary course of business, and know of no material
claims.

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.
<TABLE>
<CAPTION>

Name/ Position with American Skandia
Age Life Assurance Corporation Principal Occupation

<S> <C> <C> <C> <C>
Gordon C. Boronow* Deputy Chief Executive Deputy Chief Executive
45 Officer and President Officer and President:
Director (since July, 1991) American Skandia Life
Assurance Corporation

Nancy F. Brunetti Director (since February, 1996) Executive Vice President and
36 Chief Operating Officer:
American Skandia Information
Services and Technology Corporation

Malcolm M. Campbell Director (since July, 1991) Director of Operations and
42 Chief Actuary, Assurance and
Financial Services Division:
Skandia Insurance Company Ltd.

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

Lincoln R. Collins Executive Vice President and Executive Vice President
37 Chief Operating Officer and Chief Operating Officer:
Director (since February, 1996) American Skandia Life
Assurance Corporation

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

Wade A. Dokken Director (since July, 1991) President and Deputy
38 Chief Executive Officer:
American Skandia Marketing, Incorporated

Brian L. Hirst Vice President, Vice President,
50 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,
46 Product Development Product Development:
American Skandia Life
Assurance Corporation

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

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

David R. Monroe Treasurer, Vice President, Treasurer, Vice President,
36 and Controller and 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.

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

Anders O. Soderstrom Executive Vice President and President and
38 Chief Information Officer Chief Information Officer:
Director (since September, 1994) American Skandia Information
Services and Technology Corporation

Amanda C. Sutyak Executive Vice President Vice President
40 Director (since July, 1991) American Skandia
Marketing, Incorporated

C. Ake Svensson Director (since December, 1994) Vice President
47 Business Development
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 September, 1994) Senior Vice President,
50 National Sales Manager:
American Skandia
Marketing, Incorporated

Jeffrey M. Ulness Vice President, Vice President,
37 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.
</TABLE>

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

<PAGE>

GLOSSARY OF TERMS

Many terms used within this Prospectus are described within the text where they
appear. The description of those terms are not repeated in this Glossary of
Terms.

Account Value: The value of each allocation to a Sub-account or a Fixed
Allocation prior to the Annuity Date, plus any earnings, and/or less any losses,
distributions and charges. The Account Value is calculated before we assess any
applicable Contingent Deferred Sales Charge and/or any Annual 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 its Maturity Date may be
calculated using a market value adjustment.

Annuity Date: The date you choose for annuity payments to commence. There may be
a maximum Annuity Date in certain states.

Annuity Year: A 12 month period commencing on the Issue Date of the Annuity and
each successive 12 month period thereafter.

Code: The Internal Revenue Code of 1986, as amended from time to time.

Fixed Allocation: An allocation of Account Value that is to be credited a fixed
rate of interest for a specified Guarantee Period during the accumulation
period.

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

Interim Value: As of any particular date, the initial value allocated to the
Fixed Allocation plus all interest credited to the Fixed Allocation as of the
date calculated, less any transfers or withdrawals from the Fixed Allocation.

Issue Date: The effective date of your Annuity.

MVA: A market value adjustment used in the determination of Account Value of
each Fixed Allocation on a day other than such Fixed Allocation's Maturity Date.

Owner: With an Annuity issued as an individual annuity contract, the Owner is
either an eligible entity or person named as having ownership rights in relation
to the Annuity. With an Annuity issued as a certificate under a group annuity
contract, the "Owner" refers to the person or entity who has the rights and
benefits designated as to the "Participant" in the certificate.

Surrender Value: The value of your Annuity available upon surrender prior to the
Annuity Date. It equals the Account Value as of the date we price the surrender
less any applicable CDSC and any applicable Annual Maintenance Fee.

Unit: A measure used to calculate your Account Value in a Sub-account during the
accumulation period.

Valuation Day: Every day the New York Stock Exchange is open for trading or any
other day the Securities and Exchange Commission requires mutual funds or unit
investment trusts to be valued.

<PAGE>

APPENDIX A

FINANCIAL INFORMATION

<PAGE>

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

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

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

Examples (amounts shown are rounded to the nearest dollar)

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

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

ASTLA Growth and Income
AST LA Small Cap Value
AST JanCap Growth
AST Janus Overseas Growth
AST Money Market
AST Fed High Yield
AST T. Rowe Price Asset Allocation
AST T. Rowe Price International Equity
AST T. Rowe Price Natural Resources
AST T. Rowe Price International Bond
AST T. Rowe Price Small Company Value
AST Janus Small-Cap
AST Founders Passport
AST INVESCO Equity Income
AST PIMCO Total Return Bond
AST PIMCO Limited Maturity Bond
AST Oppenheimer Large-Cap Growth
AST American Century International Growth
AST American Century Strategic Balanced
AST Putnam Value Growth & Income
AST Putnam International Equity
AST Putnam Balanced
AST Cohen & Steers Realty
AST Bankers Trust Enhanced 500
AST Marsico Capital Growth
AST NB Mid-Cap Value
AST NB Mid-Cap Growth
AST Kemper Small-Cap Growth
AA Growth
AA Small Capitalization
AA MidCap Growth
MV Emerging Markets
LAT WF Equity Value

</TABLE>

<PAGE>

CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B
The Unit Prices and number of Units in the Sub-accounts that commenced
operations prior to January 1, 1998 are shown below. All or some of these
Sub-accounts were available during the periods shown as investment options for
other variable annuities we offer pursuant to different prospectuses. The
charges assessed against the Sub-accounts under the terms of those other
variable annuities are the same as the charges assessed against such
Sub-accounts under the Annuity offered pursuant to this Prospectus.

Unit Prices And Numbers Of Units: The following table shows: (a) the
Unit Price, as of the dates shown, for Units in each of the Class 1 Sub-accounts
of Separate Account B that commenced operations prior to January 1, 1998 and are
being offered pursuant to this Prospectus or which we offer pursuant to certain
other prospectuses; and (b) the number of Units outstanding in each such
Sub-account as of the dates shown. The year in which operations commenced in
each such Sub-account is noted in parentheses. The portfolios in which a
particular Sub-account invests may or may not have commenced operations prior to
the date such Sub-account commenced operations. The initial offering price for
each Sub-account was $10.00.

Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
AA AST
Small AA AST Putnam
Capitali- AA MidCap Money International AST Founders AST JanCap
zation Growth Growth Market Equity Passport Growth
(1988) (1988) (1993) (1992) (1989) (1995) (1992)
------ ------ ------ ------ ------ ------ ------
No. of Units
<S> <C> <C> <C> <C> <C> <C> <C>
as of 12/31/97 13,866,126 15,854,570 14,687,032 66,869,998 17,534,233 9,988,104 62,486,302
as of 12/31/96 14,939,269 15,666,357 14,528,945 42,435,169 17,220,688 9,922,698 46,779,164
as of 12/31/95 12,317,364 12,092,291 8,299,743 30,564,442 14,393,137 2,601,283 28,662,737
as of 12/31/94 9,356,764 5,614,760 4,308,374 27,491,389 14,043,215 0 22,354,170
as of 12/31/93 7,101,658 2,997,458 1,450,892 11,422,783 9,063,464 0 13,603,637
as of 12/31/92 4,846,024 1,482,037 0 457,872 1,948,773 0 1,476,139
as of 12/31/91 2,172,189 559,779 0 0 1,092,902 0 0
as of 12/31/90 419,718 82,302 0 0 398,709 0 0
as of 12/31/89 35,438 6,900 0 0 29,858 0 0
as of 12/31/88 3,000 0 0 0 0 0 0

Unit Price
as of 12/31/97 $44.87 $43.20 $23.76 $11.57 $22.95 $11.46 $23.83
as of 12/31/96 40.85 34.84 20.96 11.16 19.70 11.39 18.79
as of 12/31/95 39.78 31.18 19.00 10.77 18.23 10.23 14.85
as of 12/31/94 27.95 23.18 13.34 10.35 16.80 0 10.91
as of 12/31/93 29.65 23.18 13.74 10.12 16.60 0 11.59
as of 12/31/92 26.54 19.19 0 10.01 12.37 0 10.51
as of 12/31/91 26.00 17.32 0 0 13.69 0 0
as of 12/31/90 16.74 12.51 0 0 12.98 0 0
as of 12/31/89 15.61 12.19 0 0 13.64 0 0
as of 12/31/88 9.63 9.96 0 0 0 0 0
</TABLE>

Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
LA AST T. Rowe AST T. Rowe AST T. Rowe
Growth AST AST NB AST Fed Price Price Price
and Putnam Mid-Cap High Asset International Natural
Income Balanced Value Yield Allocation Equity Resources
(1992) (1993) (1993) (1994) (1994) (1994) (1995)
No. of Units
<S> <C> <C> <C> <C> <C> <C> <C>
as of 12/31/97 42,197,002 22,109,373 11,745,440 29,663,242 13,524,781 37,784,426 7,550,076
as of 12/31/96 28,937,085 20,691,852 9,062,152 15,460,522 8,863,840 32,628,595 6,061,852
as of 12/31/95 18,411,759 20,163,848 8,642,186 6,915,158 4,868,956 17,935,251 808,605
as of 12/31/94 7,479,449 13,986,604 7,177,232 2,106,791 2,320,063 11,166,758 0
as of 12/31/93 4,058,228 8,743,758 5,390,887 0 0 0 0
as of 12/31/92 956,949 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0

Unit Price
as of 12/31/97 $21.74 $15.98 $16.72 $14.13 $15.53 $11.69 $14.46
as of 12/31/96 17.79 13.70 13.41 12.62 13.30 11.70 14.19
as of 12/31/95 15.22 12.49 12.20 11.27 11.92 10.39 11.01
as of 12/31/94 11.98 10.34 9.81 9.56 9.80 9.49 0
as of 12/31/93 11.88 10.47 10.69 0 0 0 0
as of 12/31/92 10.60 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0
</TABLE>

Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
AST T. Rowe AST PIMCO AST PIMCO
Price AST Janus AST INVESCO Total Limited AST NB
International Small-Cap Equity Return Maturity Mid-Cap AST NB
Bond Growth1 Income Bond Bond Growth Partners
(1994) (1994) (1994) (1994) (1995) (1994) (1995)
------ ----- ------ ------ ------ ------ ------
No. of Units
<S> <C> <C> <C> <C> <C> <C> <C>
as of 12/31/97 12,089,872 14,662,728 33,420,274 44,098,036 25,008,310 11,293,799 31,834,555
as of 12/31/96 8,677,712 12,282,211 23,592,226 29,921,643 18,894,375 9,563,858 18,457,334
as of 12/31/95 4,186,695 6,076,373 13,883,712 19,061,840 15,058,644 3,658,836 7,958,498
as of 12/31/94 1,562,364 2,575,105 6,633,333 4,577,708 0 301,267 0
as of 12/31/93 0 0 0 0 0 0 0
as of 12/31/92 0 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0

Unit Price
as of 12/31/97 $10.45 $17.28 $17.31 $12.44 $11.26 $16.10 $19.92
as of 12/31/96 10.98 16.54 14.23 11.48 10.62 13.99 15.39
as of 12/31/95 10.51 13.97 12.33 11.26 10.37 12.20 12.05
as of 12/31/94 9.59 10.69 9.61 9.61 0 9.94 0
as of 12/31/93 0 0 0 0 0 0 0
as of 12/31/92 0 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0
</TABLE>

Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
AST Oppenheimer MV AST AST American AST American Century AST AST T. Rowe Price
Large-Cap Emerging Putnam Value Century Strategic International Janus Small Company
Growth2 Markets Growth & Income Balanced Growth Overseas Growth Value
(1996) (1996) (1997) (1997) (1997) (1997) (1997)
No. of Units
<S> <C> <C> <C> <C> <C> <C> <C>
as of 12/31/97 18,736,994 10,371,104 9,523,815 2,560,866 2,857,188 21,405,891 14,612,510
as of 12/31/96 4,324,161 2,360,940 0 0 0 0 0
as of 12/31/95 0 0 0 0 0 0 0
as of 12/31/94 0 0 0 0 0 0 0
as of 12/31/93 0 0 0 0 0 0 0
as of 12/31/92 0 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0

Unit Price
as of 12/31/97 $12.33 $10.05 $12.06 $11.18 $11.35 $11.70 $12.70
as of 12/31/96 10.89 10.25 0 0 0 0 0
as of 12/31/95 0 0 0 0 0 0 0
as of 12/31/94 0 0 0 0 0 0 0
as of 12/31/93 0 0 0 0 0 0 0
as of 12/31/92 0 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0
</TABLE>

Sub-account and the Year Sub-account Operations Commenced

AST Marsico
Capital
Growth
(1997)
No. of Units
- ------------
as of 12/31/97 714,309
as of 12/31/96 0
as of 12/31/95 0
as of 12/31/94 0
as of 12/31/93 0
as of 12/31/92 0
as of 12/31/91 0
as of 12/31/90 0
as of 12/31/89 0
as of 12/31/88 0

Unit Price
- ----------
as of 12/31/97 $10.03
as of 12/31/96 0
as of 12/31/95 0
as of 12/31/94 0
as of 12/31/93 0
as of 12/31/92 0
as of 12/31/91 0
as of 12/31/90 0
as of 12/31/89 0
as of 12/31/88 0

1 The AST Janus Small-Cap Growth Portfolio was formerly called the Founders
Capital AppreciationPortfolio. The portfolio name, investment objective and
policies were changed pursuant to a shareholder vote on December 30, 1998.

2 The AST Oppenheimer Large-Cap Growth Portfolio was formerly called the
Robertson Stephens Value + Growth Portfolio. The portfolio name, investment
objective and policies were changed pursuant to a shareholder vote on December
30, 1998.

Information is not shown for Sub-accounts that had not commenced operations
prior to January 1, 1998
<PAGE>

APPENDIX B

FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA
(TO BE FILED BY AMENDMENT)

<PAGE>

American Skandia Life Assurance Corporation
Attention: Concierge Desk

For Written Requests:

P.O. Box 883
Shelton, Connecticut 06484

For Electronic Requests:

[email protected]

For Requests by Phone:

1-800-752-6342

- --------------------------------------------------------------------------------
PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS FURTHER
DETAILS ABOUT THE AMERICAN SKANDIA ANNUITY DESCRIBED IN PROSPECTUS ASPro-PROS
(05/99).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

-------------------------------------------------------
(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

[email protected]

Issued by: Serviced at:

AMERICAN SKANDIA LIFE AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION ASSURANCE CORPORATION
One Corporate Drive P.O. Box 883
Shelton, Connecticut 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

STATEMENT OF ADDITIONAL INFORMATION

The variable investment options under the Annuity are issued by AMERICAN SKANDIA
LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B (CLASS 1 SUB-ACCOUNTS) and
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION. The variable investment options are
registered under the Securities Act of 1933 and the Investment Company Act of
1940. The fixed investment options under the Annuity are issued by AMERICAN
SKANDIA LIFE ASSURANCE CORPORATION. The assets supporting the fixed investment
options are maintained in AMERICAN SKANDIA LIFE ASSURANCE CORPORATION SEPARATE
ACCOUNT D, a non-unitized separate account, and registered solely under the
Securities Act of 1933.

TABLE OF CONTENTS
<TABLE>
<CAPTION>

ITEM PAGE

<S> <C> <C>
General Information about American Skandia 2
|X| American Skandia Life Assurance Corporation 2
|X| American Skandia Life Assurance Corporation Variable Account B (Class 1
Sub-accounts) 2
|X| American Skandia Life Assurance Corporation Separate Account D 3

Principal Underwriter/Distributor - American Skandia Marketing, Incorporated 4

How Performance Data is Calculated 5
|X| Current and Effective Yield
|X| Total Return

How the Unit Price is Determined 8

Additional Information on Fixed Allocations 8
|X| How We Calculate the Market Value Adjustment

General Information 10
|X| Voting Rights
|X| Modification
|X| Deferral of Transactions
|X| Misstatement of Age or Sex
|X| Ending the Offer

Independent Auditors 12

Legal Experts 12

Financial Statements 12

|X| Appendix A - American Skandia Life Assurance Corporation Variable
Account B (Class 1 Sub-accounts) 13

</TABLE>

- --------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATlON IS NOT A PROSPECTUS. YOU SHOULD READ
THIS INFORMATION ALONG WITH THE PROSPECTUS FOR THE ANNUITIES FOR WHICH IT
RELATES. THE PROSPECTUS CONTAINS INFORMATION THAT YOU SHOULD CONSIDER BEFORE
INVESTING. 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, 1999
ASPro - SAI (05/99) Date of Statement of Additional Information: May 1, 1999

<PAGE>

GENERAL INFORMATION ABOUT AMERICAN SKANDIA

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
("ASIHC"). ASIHC's indirect parent is Skandia Insurance Company Ltd. Skandia
Insurance Company Ltd. is part of a group of companies whose predecessor
commenced operations in 1855. Skandia Insurance Company Ltd. is a major
worldwide insurance company operating from Stockholm, Sweden which owns and
controls, directly or through subsidiary companies, numerous insurance and
related companies. We are organized as a Connecticut stock life insurance
company, and are subject to Connecticut law governing insurance companies. Our
mailing address is P.O. Box 883, Shelton, Connecticut 06484.

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B (Class 1
Sub-accounts)

American Skandia Life Assurance Corporation Variable Account B (Class 1
Sub-accounts), also referred to as "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. You will find additional information about
these underlying mutual funds and portfolios in the prospectuses for such funds.

Separate Account B is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 (the "1940 Act") as a unit investment
trust, which is a type of investment company. Each Sub-account invests only in a
single mutual fund or mutual fund portfolio. Values and benefits based on
allocations to the Sub-accounts will vary with the investment performance of the
underlying mutual funds or fund portfolios, as applicable. We do not guarantee
the investment results of any Sub-account.
You bear the entire investment risk.

During the accumulation phase, we offer a number of Sub-accounts as variable
investment options. 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. As of the date of the Prospectus and
Statement of Additional Information, our Sub-accounts and the underlying mutual
funds or portfolios in which they invest are as follows:

<TABLE>
<CAPTION>
Separate Account B Sub-account Underlying Mutual Fund Portfolio

<S> <C> <C> <C> <C> <C> <C>
AST LA Growth and Income AST Lord Abbett Growth and Income
AST LA Small Cap Value AST Lord Abbett Small Cap Value
AST JanCap Growth AST JanCap Growth
AST Janus Overseas Growth AST Janus Overseas Growth
AST Janus Small-Cap Growth AST Janus Small-Cap Growth
AST Money Market AST Money Market
AST Fed High Yield AST Federated High Yield
AST T. Rowe Price Asset Allocation AST T. Rowe Price Asset Allocation
AST T. Rowe Price International Equity AST T. Rowe Price International Equity
AST T. Rowe Price Natural Resources AST T. Rowe Price Natural Resources
AST T. Rowe Price International Bond AST T. Rowe Price International Bond
AST T. Rowe Price Small Company Value AST T. Rowe Price Small Company Value
AST T. Rowe Price Small-Cap Growth AST T. Rowe Price Small Cap Growth
AST Founders Passport AST Founders Passport
AST INVESCO Equity Income AST INVESCO Equity Income
AST PIMCO Total Return Bond AST PIMCO Total Return Bond
AST PIMCO Limited Maturity Bond AST PIMCO Limited Maturity Bond
AST American Century Strategic Balanced AST American Century Strategic Balanced
AST American Century International Growth AST American Century International Growth
AST Putnam Value Growth & Income AST Putnam Value Growth & Income
AST Putnam International Equity AST Putnam International Equity
AST Putnam Balanced AST Putnam Balanced
AST Cohen & Steers Realty AST Cohen & Steers Realty
AST Bankers Trust Enhanced 500 AST Bankers Trust Enhanced 500
AST Marsico Capital Growth AST Marsico Capital Growth
AST NB Mid-Cap Value AST Neuberger Berman Mid-Cap Value
AST NB Mid-Cap Growth AST Neuberger Berman Mid-Cap Growth
AST Oppenheimer Large Cap Growth AST Oppenheimer Large Cap Growth
AST Kemper Small-Cap Growth AST Small Cap Growth

AA Growth Growth portfolio of The Alger American Fund
AA MidCap Growth MidCap Growth of The Alger American Fund

MV Emerging Markets Emerging Markets portfolio of Montgomery Variable Series

WF Equity Value Equity Value portfolio of Life & Annuity Trust
</TABLE>

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

Each underlying mutual fund is registered under the Investment Company Act of
1940, as amended as an open-end management investment company. Each underlying
mutual fund or portfolio thereof may or may not be diversified as defined in the
1940 Act. The trustees or directors, as applicable, of an underlying mutual fund
may add, eliminate or substitute portfolios from time to time. Generally, each
portfolio issues a separate class of shares. Shares of the underlying mutual
fund portfolios are available to separate accounts of life insurance companies
offering variable annuity and variable life insurance products. The shares may
also be made available, subject to obtaining all required regulatory approvals,
for direct purchase by various pension and retirement savings plans that qualify
for preferential tax treatment under the Code.

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

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION SEPARATE ACCOUNT D

American Skandia Life Assurance Corporation Separate Account D, also referred to
as Separate Account D, was established by us pursuant to Connecticut law. During
the accumulation phase, assets supporting our obligations based on Fixed
Allocations are held in Separate Account D. Such obligations are based on the
fixed 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.

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.

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

PRINCIPAL UNDERWRITER/DISTRIBUTOR - American Skandia Marketing, Incorporated

American Skandia Marketing, Incorporated ("ASM"), a wholly-owned subsidiary of
ASIHC, is the distributor and principal underwriter of the securities offered
through this prospectus. American Skandia Life Assurance Corporation and
American Skandia Investment Services, Incorporated ("ASISI"), the investment
manager of American Skandia Trust and American Skandia Advisor Funds, Inc., are
also wholly-owned subsidiaries of ASIHC. American Skandia Information Services
and Technology Corporation ("ASIST"), also a wholly-owned subsidiary ASIHC, is a
service company that provides systems and information services to American
Skandia Life Assurance Corporation and its affiliated companies.

ASM acts as the distributor of a number of annuity and life insurance products
we offer and both American Skandia Trust and American Skandia Advisor Funds,
Inc., a family of retail mutual funds. ASM's principal business address is One
Corporate Drive, Shelton, Connecticut 06484. ASM is registered as broker-dealer
under the Securities and Exchange Act of 1934 ("Exchange Act") and is a member
of the National Association of Securities Dealers, Inc. ("NASD").

HOW PERFORMANCE DATA IS CALCULATED

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, like the AST Money Market Sub-account, 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.

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.

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

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

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, 1998. "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,
including any contingent deferred sales charge that may apply for the period
shown. "Non-standard" return figures may not reflect all fees and charges, as
noted in the charts below. The "inception-to-date" figures shown below are based
on the inception date of an underlying mutual fund portfolio. "N/A" means "not
applicable" and indicates that the underlying mutual fund portfolio was not in
operation for the applicable period. Any performance of such portfolios prior to
inception of a Sub-account is provided by the underlying mutual funds. The total
return for any Sub-account reflecting performance prior to such Sub-account's
inception is based on such information.

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

AST LA Growth and Income
AST LA Small Cap Value
AST JanCap Growth
AST Janus Overseas Growth
AST Fed High Yield
AST T. Rowe Price Asset Allocation
AST T. Rowe Price International Equity
AST T. Rowe Price Natural Resources
AST T. Rowe Price International Bond 1
AST T. Rowe Price Small Company Value
AST Founders Capital Appreciation 2
AST Founders Passport 3
AST INVESCO Equity Income
AST PIMCO Total Return Bond
AST PIMCO Limited Maturity Bond
AST RS Value + Growth 4
AST American Century International Growth
AST American Century Strategic Balanced
AST Putnam Value Growth & Income
AST Putnam International Equity 5
AST Putnam Balanced 6
AST Marsico Capital Growth
AST NB Mid-Cap Value 7
AST NB Mid-Cap Growth 8
AST Bankers Trust Enhanced 500
AST Cohen & Steers Realty
AST Stein Roe Venture
AA Growth
AA Small Capitalization
AA MidCap Growth
NB Partners
MV Emerging Markets
WF Equity Value
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Non-Standard Total Return Non-Standard Total Return
(Assuming no CDSC and (Assuming no CDSC
no maintenance fees) with maintenance fees)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Incep- Incep-
1 3 5 10 tion-to- 1 3 5 10 tion-to-
Yr. Yr. Yr. Yr. Date Yr. Yr. Yr. Yr. Date

1. Effective May 1, 1996, Rowe Price-Fleming International, Inc. became
Sub-advisor of the Portfolio. Prior to May 1, 1996, Scudder, Stevens &
Clark, Inc. served as the Sub-advisor of the Portfolio, then named the "AST
Scudder International Bond Portfolio." The performance information provided
in the above chart reflects that of the Portfolio as sub-advised by the
prior Sub-advisor from inception until May 1, 1996, and the current
Sub-advisor from May 1, 1996 through the current period.
2. Effective December 31, 1998 Janus Capital Corporation became Sub-advisor of
the Portfolio. Prior to December 31, 1998, Founders Asset Management, LLC
served as the Sub-advisor of the Portfolio. In connection with this change
the portfolio's name is changed to "AST Janus Small-Cap Growth." The
performance information provided in the above chart reflects that of the
Portfolio as sub-advised by the prior Sub-advisor from inception until
December 31, 1998.
3. Effective October 15, 1996, Founders Asset Management, Inc. became
Sub-advisor of the Portfolio. Prior to October 15, 1996, Seligman Henderson
Co. served as the Sub-advisor of the Portfolio, then named the "Seligman
Henderson International Small Cap Portfolio." The performance information
provided in the above chart reflects that of the Portfolio as sub-advised
by the prior Sub-advisor from inception until October 15, 1996, and the
current Sub-advisor from October 15, 1996 through the current period.
4. Effective December 31, 1998 OppenheimerFunds, Inc. became Sub-advisor of
the Portfolio. Prior to December 31, 1998, Robertson, Stephens & Company
Investment Management, L.P. served as the Sub-advisor of the Portfolio. In
connection with this change the portfolio's name is changed to "AST
Oppenheimer Large Cap Growth." The performance information provided in the
above chart reflects that of the Portfolio as sub-advised by the prior
Sub-advisor from inception until December 31, 1998.
5. Effective October 15, 1996, Putnam Investment Management, Inc. became
Sub-advisor of the Portfolio. Prior to October 15, 1996, Seligman Henderson
Co. served as the Sub-advisor of the Portfolio, then named the "Seligman
Henderson International Equity Portfolio." The performance information
provided in the above chart reflects that of the Portfolio as sub-advised
by the prior Sub-advisor from inception until October 15, 1996 and the
current Sub-advisor from October 15, 1996 through the current period.
6. Effective October 15, 1996, Putnam Investment Management, Inc. became
Sub-advisor of the Portfolio. Prior to October 15, 1996, Phoenix Investment
Counsel, Inc. served as the Sub-advisor of the Portfolio, then named the
"AST Phoenix Balanced Asset Portfolio." The performance information
provided in the above chart reflects that of the Portfolio as sub-advised
by the prior Sub-advisor from inception until October 15, 1996, and the
current Sub-advisor from October 15, 1996 through the current period.
7. During the periods shown, Federated Investment Counseling served as
Sub-advisor to the Portfolio, then named the "Federated Utility Income
Portfolio." Effective May 1, 1998, Neuberger Berman Management, Inc. became
Sub-Advisor to the Portfolio. As of May 1, 1998 various changes have been
made to the Portfolio's investment objective and to its fundamental and
non-fundamental investment restrictions.
8. During the periods shown, Berger Associates, Inc. served as Sub-advisor to
the Portfolio, then named the "Berger Capital Growth Portfolio." Effective
May 1, 1998, Neuberger Berman Management, Inc. became Sub-Advisor to the
Portfolio. As of May 1, 1998 various changes have been made to the
Portfolio's investment objective and to its fundamental and non-fundamental
investment restrictions.

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

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

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

HOW THE UNIT PRICE IS DETERMINED

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

a. is the net result of:

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

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

b. is the net result of:

1. the net asset value per share plus any declared and unpaid
dividends per share of the underlying mutual fund shares held
in that Sub-account at the end of the preceding Valuation
Period; plus or minus
2. any per share charge or credit during the preceding Valuation
Period as a provision for taxes attributable to the operation
or maintenance of that Sub-account.

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

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

ADDITIONAL INFORMATION ON FIXED ALLOCATIONS

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

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

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

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

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

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

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

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

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

The formula is:

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

where:

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

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

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

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

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date. The formula may be changed if Additional Amounts have been added to a
Fixed Allocation.

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:

1. 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 .

2. 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.

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

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

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

GENERAL INFORMATION

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

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

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

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

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

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

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.

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

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

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.

INDEPENDENT AUDITORS

Ernst & Young LLP, Goodwin Square, 225 Asylum Street, Hartford, Connecticut
06103, 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) with respect to the year
ended December 31, 1997. 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) with
respect to the years ended December 31, 1996, 1995, 1994 and 1993. Audited
consolidated statements of financial condition of American Skandia Life
Assurance Corporation as of December 31, 1998 and 1997, 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, 1998 are included in
the Prospectus. The audited statement of assets, liabilities and contractowner's
equity for Variable Account B (Class 1 Sub-accounts) as of December 31, 1998 and
the related statement of operations for the periods then ended and statements of
changes in net assets for the periods ended December 31, 1998 and 1997 are
included herein. The financial statements included herein and in the Prospectus
have been audited by Ernst & Young LLP and Deloitte & Touche LLP, independent
auditors, as set forth in their respective reports thereon appearing elsewhere
herein and in the Prospectus, and are included in reliance upon such reports
given upon the authority of each firm as experts in accounting and auditing.

LEGAL EXPERTS

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

FINANCIAL STATEMENTS FOR SEPARATE ACCOUNT B (CLASS 1 SUB-ACCOUNTS)

The statements which follow in Appendix A are those of American Skandia Life
Assurance Corporation Variable Account B (Class 1 Sub-accounts) as of December
31, 1998 and for the periods ended December 31, 1998 and 1997. There are other
Sub-accounts included in Variable Account B that are not available in the
product described in the applicable prospectus.

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

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

<PAGE>

APPENDIX A

Financial Statements for American Skandia Life Assurance Corporation
Variable Account B (Class 1 Sub-accounts)

(TO BE FILED BY AMENDMENT)

ASPro

PART C

OTHER INFORMATION

<PAGE>

Item 24. Financial Statements and Exhibits:

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

(b) Exhibits are attached as indicated.

(1) Copy of the resolution of the board of directors of Depositor
authorizing the establishment of the Registrant for Separate
Account B (previously filed in the initial Registration
Statement to Registration Statement No. 33-19363, filed
December 30, 1987). Filed via EDGAR with Post-Effective
Amendment No. 6 to Registration Statement No. 33-87010, filed
March 2, 1998.

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

(3) (a) Form of revised Principal Underwriting Agreement between American Skandia Life Assurance Corporation
and American Skandia Marketing, Incorporated, formerly known as Skandia Life Equity Sales Corporation
(previously filed in Post-Effective Amendment No. 3 to Registration Statement No. 33-44436, filed April
20, 1993). Filed via EDGAR with Post-Effective Amendment No. 6 to Registration Statement No. 33-87010,
filed March 2, 1998.

(b) Form of Revised Dealer Agreement being filed via EDGAR with Post-Effective Amendment No. 7 to
Registration Statement No. 33-87010.

(4) Copy of the Form of Annuity filed via EDGAR with Pre-Effective Amendment No. 1 to this Registration Statement
No. 333-26685, filed July 22, 1997.

(5) A copy of the application form used with the Annuity (previously filed in Pre-Effective Amendment No. 9 to
Registration Statement No. 33-44436, filed February 17, 1995). Filed via EDGAR with Post-Effective Amendment No.
6 to Registration Statement No. 33-87010, filed March 2, 1998.

(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).
Filed via EDGAR with Post-Effective Amendment No. 6 to Registration Statement No. 33-87010, filed March
2, 1998.

(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). Filed via EDGAR with
Post-Effective Amendment No. 6 to Registration Statement No. 33-87010, filed March 2, 1998.

(7) Annuity Reinsurance Agreements between Depositor and:

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

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

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

(8) Agreements between Depositor and:

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

(b) The Alger American Fund (previously filed in Post-Effective Amendment No. 5 to Registration Statement
No. 33-19363, filed February 28, 1990). Filed via EDGAR with Post-Effective Amendment No. 6 to
Registration Statement No. 33-87010, filed March 2, 1998.

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

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

(9) Opinion and Consent of Werner & Kennedy. TO BE FILED BY AMENDMENT

(10) (a) Consent of Ernst & Young LLP TO BE FILED BY AMENDMENT
(b) Consent of Deloitte & Touche LLP TO BE FILED BY AMENDMENT

(11) Not applicable.

(12) Not applicable.

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

(14) Financial Data Schedule
</TABLE>

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

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

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

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

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

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

Item 27. Number of Contract Owners: As of December 31, 1998, there were ___
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> <C>

Name and Principal Business Address Position and Offices with Underwriter

Patricia J. Abram Senior Vice President and National
American Skandia Life Assurance Corporation Sales Manager, Variable Life
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

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

Kimberly A. Bradshaw Vice President, National Sales
American Skandia Life Assurance Corporation Manager/Qualified Plans
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

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

Jan R. Carendi Chairman of the Board
American Skandia Life Assurance Corporation of Directors and
One Corporate Drive, P.O. Box 883 Chief Executive Officer
Shelton, Connecticut 06484-0883

Kathleen A. Chapman Assistant Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Lucinda C. Ciccarello Vice President, Mutual Funds
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

William F. Cordner, Jr. Vice President, Customer Focus Teams
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

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

Ian Kennedy Senior Vice President,
American Skandia Life Assurance Corporation Customer Service
One Corporate Drive, P.O. Box 883
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, Product Development
American Skandia Life Assurance Corporation and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Thomas M. Mazzaferro Executive Vice President,
American Skandia Life Assurance Corporation Chief Financial Officer
One Corporate Drive, P.O. Box 883 and Director
Shelton, Connecticut 06484-0883

David R. Monroe Treasurer
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

Michael A. Murray Vice President,
American Skandia Life Assurance Corporation National Sales Manager/
One Corporate Drive, P.O. Box 883 American Skandia Advisor Funds
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. Patricia Paez Director
American Skandia Life Assurance Corporation
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

Kathleen A. Pritchard Vice President,
American Skandia Life Assurance Corporation National Key Accounts/
One Corporate Drive, P.O. Box 883 Financial Institutions
Shelton, Connecticut 06484-0883

Hayward L. 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

Anders O. Soderstrom Executive Vice President and
American Skandia Life Assurance Corporation Chief Information Officer
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

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

Amanda C. Sutyak Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut 06484-0883

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

Mary Toumpas Vice President and
American Skandia Life Assurance Corporation Compliance Director
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

Deborah G. Ullman Senior Vice President and
American Skandia Life Assurance Corporation Chief Operating Officer, Finance and
One Corporate Drive, P.O. Box 883 Business Operations
Shelton, Connecticut 06484-0883
</TABLE>

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

Item 31. Management Services: None

Item 32. Undertakings:

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

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

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

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

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

<PAGE>

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 TO BE FILED BY AMENDMENT

No. 10 (a) Consent of Ernst & Young LLP TO BE FILED BY AMENDMENT
(b) Consent of Deloitte & Touche LLP TO BE FILED BY AMENDMENT

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has duly caused this registration statement to be
signed on its behalf, in the Town of Shelton and State of Connecticut, on this
6th day of January, 1999.

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

By: American Skandia Life Assurance Corporation

By:/s/ Kathleen A. Chapman Attest:/s/ Scott K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary Scott K. Richardson

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
Depositor

By:/s/ Kathleen A. Chapman Attest:/s/ Scott K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary Scott K. Richardson

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, January 6, 1999
Jan R. Carendi Chairman of the Board and Director

(Principal Financial Officer and Principal Accounting Officer)

/s/ Thomas M. Mazzaferro Executive Vice President and January 6, 1999
Thomas M. Mazzaferro Chief Financial Officer

/s/ David R. Monroe Treasurer, Vice President and January 6, 1999
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/ Kathleen A. Chapman
Kathleen A. Chapman

<FN>
*Pursuant to Powers of Attorney filed with Registration Statement No. 333-25733
</FN>
</TABLE>