AMERICAN SKANDIA LIFE ASSUR CORP VAR ACCT B CL 1 SUB ACCTS
485BPOS, 1999-04-26
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       Filed with the Securities and Exchange Commission on April 26, 1999

Registration No. 33-87010                    Investment Company Act No. 811-5438
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

   
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         Post-effective Amendment No. 8
                                       and
         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                 Amendment No. 8
    

         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:

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

                Approximate Date of Proposed Sale to the Public:

MAY 3,  1999 OR AS SOON AS  PRACTICABLE  FOLLOWING  THE  EFFECTIVE  DATE OF THIS
REGISTRATION STATEMENT.
                           

It is proposed that this filing become effective:  (check appropriate space)
   immediately upon filing pursuant to paragraph (b) of Rule 485
 X on May 3, 1999 pursuant to paragraph (b) of Rule 485
   60 days after filing pursuant to paragraph (a) (i) of Rule 485
   on __________pursuant to paragraph (a) (i) of Rule 485
   75 days after filing pursuant to paragraph (a) (ii) of Rule 485
   on ______________pursuant to paragraph (a) (ii) of Rule 485

 If appropriate,  check the following box:
      This post-effective amendment designates a new effective
       date for a previously filed post-effective amendment.

================================================================================
        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
        <S>                       <C>                     <C>                   <C>                   <C>
                                                          Proposed               Proposed
                                                          Maximum                 Maximum
                                    Amount                Offering              Aggregate               Amount of
        Title of Securities          to be                 Price                 Offering             Registration
          to be Registered        Registered              Per Unit                 Price                   Fee
- ------------------------------------------------------------------------------------------------------------------------------------

American Skandia Life Assurance
 Corporation Annuity Contracts     Indefinite*            Indefinite*                                        $
</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 1998 was filed within
90 days of the close of the fiscal year.
- --------------------------------------------------------------------------------
ASAP2
 
                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)
   
<TABLE>
<CAPTION>
<S>           <C>                                                      <C>        <C>                             <C>
              N-4 Item No.                                                                                        Prospectus Heading

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

                                                          (Continued)


                                         CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

              N-4 Item No.                                                                                              SAI Headings

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
    
</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  contents  of  the  Statement  of  Additional
Information  are described on page 44. 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. In particular,
please refer to Appendix C for a description of certain provisions that apply to
Annuities  sold to New York  residents.  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,  Roth IRA or Tax Sheltered Annuity (or 403(b)). 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?

|X|  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.
|X|  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.
|X|  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.  The  variable
     investment  options,  each a Class 1 Sub-account  of American  Skandia Life
     Assurance  Corporation  Variable Account B, invest 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, Wells Fargo LAT Trust and Rydex Variable Trust.
|X|  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.
|X|  The Annuity  provides an  additional  1% credit on Purchase  Payments  made
     within the first year and may provide certain  additional  benefits if your
     Account Value has not reached a Target Value on its 10th anniversary.
|X|  This  Annuity  offers a basic Death  Benefit.  It also offers two  Optional
     Death  Benefits  that  provide an  enhanced  level of  protection  for your
     beneficiary(ies) for an additional charge.
|X|  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.
|X|  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.
     ---------------------------------------------------------------------------
     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.

<TABLE>
<CAPTION>

                                          FOR FURTHER INFORMATION CALL 1-800-752-6342.
<S>                                                                           <C>      
Prospectus Dated: May 3, 1999                                                 Statement of Additional Information Dated: May 3, 1999
ASAP2-PROS- (05/99)                                                                                                       ASAPIIPROS
</TABLE>

<PAGE>

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.  There is no age restriction to purchase the
Annuity.  However,  the basic Death  Benefit  provides  greater  protection  for
persons under age 90.

<PAGE>
<TABLE>
<CAPTION>

TABLE OF CONTENTS


<S>                                                                                                                              <C>
GLOSSARY OF TERMS..................................................................................................................5


SUMMARY OF CONTRACT FEES AND CHARGES...............................................................................................6


EXPENSE EXAMPLES...................................................................................................................8


INVESTMENT OPTIONS.................................................................................................................9

   WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?.............................................................10
   WHAT ARE THE FIXED INVESTMENT OPTIONS?.........................................................................................15

FEES AND CHARGES..................................................................................................................15

   WHAT ARE THE CONTRACT FEES AND CHARGES?........................................................................................15
   WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?..................................................................17
   WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?...................................................................................17
   WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?..............................................................................17

PURCHASING YOUR ANNUITY...........................................................................................................17

   WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?..........................................................................17

MANAGING YOUR ANNUITY.............................................................................................................18

   MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?................................................................18
   MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?..................................................................................18
   MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?.......................................................................................18
   MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?...................................................................18
   MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...............................................................18

MANAGING YOUR ACCOUNT VALUE.......................................................................................................18

   HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?...................................................................................18
   ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.....................................................19
   DO YOU OFFER DOLLAR COST AVERAGING?............................................................................................19
   DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?...............................................................................20
   DO YOU OFFER A PROGRAM TO BALANCE FIXED AND VARIABLE INVESTMENTS?..............................................................20
   MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?..............................................................20
   HOW DO THE FIXED INVESTMENT OPTIONS WORK?......................................................................................21
   HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?..............................................................................21
   HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.....................................................................................21
   WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?.................................................................................22
   ADDITIONAL AMOUNTS IN THE FIXED ALLOCATIONS....................................................................................22

AMERICAN SKANDIA'S PERFORMANCE ADVANTAGE..........................................................................................23


ACCESS TO ACCOUNT VALUE...........................................................................................................24

   WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...............................................................................24
   ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?..................................................................................24
   CAN I WITHDRAW A PORTION OF MY ANNUITY?........................................................................................25
   IS THERE A CHARGE FOR A PARTIAL WITHDRAWAL?....................................................................................25
   CAN I MAKE WITHDRAWALS FROM MY ANNUITY WITHOUT A CDSC?.........................................................................25
   HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?..................................................................................25
   CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?...............................................26
   DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(T) OF THE INTERNAL REVENUE CODE?.......................................27
   WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.............................................................27
   CAN I SURRENDER MY ANNUITY FOR ITS VALUE?......................................................................................27
   WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?....................................................................27
   WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?........................................................28
   HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?...........................................................................28
   HOW ARE ANNUITY PAYMENTS CALCULATED?...........................................................................................28

DEATH BENEFIT.....................................................................................................................29

   WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?..................................................................................29
   DEATH BENEFIT OPTIONS..........................................................................................................29

VALUING YOUR INVESTMENT...........................................................................................................32

   HOW IS MY ACCOUNT VALUE DETERMINED?............................................................................................32
   WHAT IS THE SURRENDER VALUE OF MY ANNUITY?.....................................................................................32
   HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?....................................................................................32
   HOW DO YOU VALUE FIXED ALLOCATIONS?............................................................................................32
   WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?....................................................................................32

TAX CONSIDERATIONS................................................................................................................33

   WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?...............................................................33
   HOW ARE AMERICAN SKANDIA AND THE SEPARATE ACCOUNTS TAXED?......................................................................33
   IN GENERAL, HOW ARE ANNUITIES TAXED?...........................................................................................33
   HOW ARE DISTRIBUTIONS TAXED?...................................................................................................33
   WHAT TAX CONSIDERATIONS ARE THERE FOR TAX-QUALIFIED RETIREMENT PLANS OR QUALIFIED CONTRACTS?...................................35
   HOW ARE DISTRIBUTIONS FROM QUALIFIED CONTRACTS TAXED?..........................................................................36
   GENERAL TAX CONSIDERATIONS.....................................................................................................36

GENERAL INFORMATION...............................................................................................................37

   HOW WILL I RECEIVE STATEMENTS AND REPORTS?.....................................................................................38
   WHO IS AMERICAN SKANDIA?.......................................................................................................38
   WHAT ARE SEPARATE ACCOUNTS?....................................................................................................38
   WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?...........................................................................39
   WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?.........................................................................40
   AVAILABLE INFORMATION..........................................................................................................41
   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................................41
   HOW TO CONTACT US..............................................................................................................41
   INDEMNIFICATION................................................................................................................41
   LEGAL PROCEEDINGS..............................................................................................................41
   EXECUTIVE OFFICERS AND DIRECTORS...............................................................................................42
   CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............................................................................44

APPENDIX A  - FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA.........................................................................1

SELECTED FINANCIAL DATA ...........................................................................................................2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..............................................3
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OFAMERICAN SKANDIA LIFE ASSURANCE
CORPORATION........................................................................................................................1


APPENDIX B - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B..............................................................1


APPENDIX C - SALE OF THE CONTRACTS TO RESIDENTS OF THE STATE OF NEW YORK...........................................................1
</TABLE>

<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.
The Account Value  includes any  additional  amounts we applied to your Purchase
Payments  that we are entitled to recover upon  surrender of your  Annuity.  The
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.
The 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
minus any applicable CDSC and Annual  Maintenance Fee and any additional amounts
we  applied to your  Purchase  Payments  that we are  entitled  to recover  upon
surrender of your Annuity.

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>

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.

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                       Your Transaction Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
- -------------------------- ----------------------------------------------------------------- --------------------------------------
                                                        Amount Deducted/
         Fee/Expense                                 Description Of Charge                                    When Deducted
- ------------------------- ----------------------------------------------------------------- --------------------------------------
- ------------------------- -------- ------- ------- -------- ------- ------- ------- ------- --------------------------------------
<S>                             <C>      <C>     <C>      <C>     <C>     <C>     <C>     <C>   <C>               
Contingent Deferred Sales       Yr. 1    Yr. 2   Yr. 3    Yr. 4   Yr. 5   Yr. 6   Yr. 7   Yr. 8+            Upon Surrender or
Charge                                                                                                     Partial Withdrawal
e charge is a percentage of                                                                     Applicable period measured from the
each applicable purchase                                                                          date  each purchase payment is
payment                                                                                           allocated
- -------------------------- -------- ------- ------- -------- ------- ------- ------- ------- --------------------------------------
- -------------------------- -------- ------- ------- -------- ------- ------- ------- ------- --------------------------------------
                                 7.5%     7.0%    6.0%    5.0%     4.0%    3.0%    2.0%    0.0%

- -------------------------- -------- ------- ------- -------- ------- ------- ------- ------- --------------------------------------
- -------------------------- ----------------------------------------------------------------- --------------------------------------
Annual Maintenance Fee                       Smaller of $30 or 2% of Account Value                     Annually on the contract's
                                                                                                 anniversary date or upon surrender
- -------------------------- ----------------------------------------------------------------- --------------------------------------
- -------------------------------
Transfer Fee                                                 $10.00                            After the 12th transfer each annuity
                                                                                                                  year
- -------------------------- ----------------------------------------------------------------- --------------------------------------
- -------------------------- ----------------------------------------------------------------- --------------------------------------
Tax Charge                         Depends on the requirements of the applicable jurisdiction                    Various

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


- -----------------------------------------------------------------------------------------------------------------------------------
                                                  Annual Expenses of the Sub-Accounts
                                 (as a percentage of the average daily net assets of the Sub-accounts)
- -------------------------- ----------------------------------------------------------------- --------------------------------------
Mortality & Expense Risk
Charge                                                       1.25%
                                                                                                                  Daily
Administration Charge                                        0.15%

Total  Annual  Expenses of the          1.40% per year of the value of each Sub-account              Applies to Variable Investment
Sub-accounts*                                                                                                 Options only
- -------------------------- ----------------------------------------------------------------- --------------------------------------
*  The combination of the Mortality and Expense Risk Charges and Administration Charge is referred to as the "Insurance Charge"
elsewhere in this prospectus.

- -----------------------------------------------------------------------------------------------------------------------------------
                                                           Optional Benefits
We offer two different Optional Death Benefits that provide an enhanced level of protection for your beneficiary(ies). Please refer
to the section entitled "Death Benefit" for a complete discussion of the Optional Death Benefits we offer.
- -----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------- -------------------------------------------- --------------------------------------------

            Death Benefit Option                 Death Benefit equal to the greater of:            Additional Charge (annually)
- ----------------------------------------- -------------------------------------------- --------------------------------------------
- ----------------------------------------- -------------------------------------------- --------------------------------------------
                                               1.   Account Value (no MVA)
                                               2.   Sum of Purchase Payments minus
                  OPTION 1                          the proportional impact of                  0.30% of the current Death Benefit
                                                    withdrawals increasing at 5.0%
                                                    annually
                                               3.   Highest Anniversary Value
- ----------------------------------------- -------------------------------------------- --------------------------------------------
- ----------------------------------------- -------------------------------------------- --------------------------------------------
                                               1.  Account Value (no MVA)
                                               2.  Sum of Purchase Payments minus
                  OPTION 2                          the proportional impact of                  0.50% of the current Death Benefit
                                                    withdrawals increasing at 7.2%
                                                    annually
                                               3.   Highest Anniversary Value
- ----------------------------------------- -------------------------------------------- --------------------------------------------
</TABLE>


- -------------------------------------------------------------------------------
                Underlying Mutual Fund Portfolio Annual Expenses
    (as a percentage of the average net assets of the underlying Portfolios)
- -------------------------------------------------------------------------------

Below are the investment  management fee, other  expenses,  and the total annual
expenses for each underlying 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 underlying Portfolio's average daily net
assets.  For certain of the underlying  Portfolios,  a portion of the management
fee is being waived and/or other expenses are being partially reimbursed.  "N/A"
indicates  that no portion of the  management fee and/or other expenses is being
waived and/or reimbursed.  Any footnotes about expenses appear after the list of
all the portfolios.  Those  portfolios  whose name includes the prefix "AST" are
portfolios of American  Skandia  Trust.  The  underlying  mutual fund  portfolio
information  was  provided  by the  underlying  mutual  funds  and has not  been
independently  verified by us. See the  prospectuses or statements of additional
information of the underlying Portfolios for further details.

<TABLE>
<CAPTION>

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

                                                Management          Other         Total Annual        Fee Waivers       Net Annual
           UNDERLYING PORTFOLIO                    Fees           Expenses          Portfolio        and Expense           Fund
                                                                                    Operating       Reimbursement       Operating
                                                                                    Expenses                             Expenses

- ----------------------------------------- ----------------- ---------------- ------------------ ------------------ ----------------
<S>                                               <C>               <C>               <C>                 <C>              <C>  
AST Founders Passport                             1.00%             0.30%             1.30%               N/A              1.30%
AST T. Rowe Price International Equity            1.00%             0.25%             1.25%               N/A              1.25%
AST AIM International Equity(1)                   0.87%             0.26%             1.13%               N/A              1.13%
AST Janus Overseas Growth                         1.00%             0.27%             1.27%               N/A              1.27%
AST American Century International Growth         1.00%             0.65%             1.65%               N/A              1.65%
AST Janus Small-Cap Growth(2)                     0.90%             0.22%             1.12%               N/A              1.12%
AST Kemper Small-Cap Growth(3)                    0.95%             0.60%             1.55%              0.20%             1.35%
AST Lord Abbett Small Cap Value                   0.95%             0.36%             1.31%               N/A              1.31%
AST T. Rowe Price Small Company Value             0.90%             0.21%             1.11%               N/A              1.11%
AST Neuberger Berman Mid-Cap Growth(4)            0.90%             0.17%             1.07%               N/A              1.07%
AST Neuberger Berman Mid-Cap Value(5)             0.90%             0.15%             1.05%               N/A              1.05%
AST T. Rowe Price Natural Resources               0.90%             0.26%             1.16%               N/A              1.16%
AST Oppenheimer Large-Cap Growth(6)               0.90%             0.22%             1.12%               N/A              1.12%
AST Marsico Capital Growth                        0.90%             0.21%             1.11%               N/A              1.11%
AST JanCap Growth                                 0.90%             0.14%             1.04%              0.02%             1.02%
AST Bankers Trust Enhanced 500                    0.60%             0.26%             0.86%              0.06%             0.80%
AST Cohen & Steers Realty                         1.00%             0.30%             1.30%               N/A              1.30%
AST American Century Income & Growth(7)           0.75%             0.25%             1.00%               N/A              1.00%
AST Lord Abbett Growth and Income                 0.75%             0.16%             0.91%               N/A              0.91%
AST INVESCO Equity Income                         0.75%             0.18%             0.93%               N/A              0.93%
AST AIM Balanced(8)                               0.74%             0.26%             1.00%               N/A              1.00%
AST American Century Strategic Balanced           0.85%             0.28%             1.13%               N/A              1.13%
AST T. Rowe Price Asset Allocation                0.85%             0.24%             1.09%               N/A              1.09%
AST T. Rowe Price International Bond              0.80%             0.31%             1.11%               N/A              1.11%
AST Federated High Yield                          0.75%             0.20%             0.95%               N/A              0.95%
AST PIMCO Total Return Bond                       0.65%             0.18%             0.83%               N/A              0.83%
AST PIMCO Limited Maturity Bond                   0.65%             0.21%             0.86%               N/A              0.86%
AST Money Market                                  0.50%             0.16%             0.66%              0.06%             0.60%

The Alger  American Fund - Growth                 0.75%            0.04%             0.79%               N/A              0.79%
portfolio
The Alger  American Fund - MidCap Growth          0.80%            0.04%             0.84%               N/A              0.84%
portfolio

Montgomery Variable Series - Emerging             1.25%            0.56%             1.81%              0.06%             1.75%
Markets portfolio

Wells Fargo LAT Trust - Equity Value              0.59%            1.93%             2.52%              1.43%             1.09%
portfolio
- ----------------------------------------------------------------------------------------------------------------------------------

Rydex Variable Trust - Nova portfolio             0.74%            1.47%             2.21%              0.03%             2.18%
Rydex Variable Trust - Ursa portfolio             0.90%            1.57%             2.47%              0.17%             2.30%
Rydex Variable Trust - OTC portfolio              0.72%            1.24%             1.96%               N/A              1.96%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


1    Prior to May 3, 1999, the Investment  Manager had engaged Putnam Investment
     Management,  Inc. as Sub-Advisor for the Portfolio (formerly the AST Putnam
     Value Growth & Income portfolio).
2    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 portfolio).
3    This portfolio commenced operations in January 1999.
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    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.
7    Prior to May 3, 1999, the Investment  Manager had engaged Putnam Investment
     Management, Inc. as Sub-Advisor for the
     Portfolio (formerly the AST Putnam International Equity portfolio).
8    Prior to May 3, 1999, the Investment  Manager had engaged Putnam Investment
     Management,  Inc. as Sub-Advisor for the Portfolio (formerly the AST Putnam
     Balanced portfolio).

Expense Examples
These examples are designed to assist you in understanding the various costs and
expenses you will incur with the Annuity  over certain  periods of time based on
specific assumptions. The examples reflect expenses of our Sub-accounts, as well
as those of the underlying  mutual fund portfolios.  The Securities and Exchange
Commission ("SEC") requires these examples.

The examples  shown  assume that:  (a) you only  allocate  Account  Value in the
Sub-accounts; (b) fees and expenses remain constant; (c) you make no withdrawals
of  Account  Value  during  the  period  shown;   (d)  you  make  no  transfers,
withdrawals,  surrender  or other  transaction  that we charge 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 "Net Annual Fund
Operating  Expenses," as shown above in the section entitled  "Underlying Mutual
Fund Portfolio Annual  Expenses." The examples do not reflect the charge for any
optional  benefits that may be offered  under the Annuity.  The examples also do
not  reflect  the  impact of any  Target  Value  Credits  that may be applied to
Purchase Payments within the first Annuity Year.

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.

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                  Expense Examples
                                                 (amounts shown are rounded to the nearest dollar)
- -----------------------------------------------------------------------------------------------------------------------------------


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

 
                                             After:                                        After:
- -----------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------- --------- ---------- --------- ---------- ------- ---------- --------- ---------- ---------
Sub-Account:                                 1 Year    3 Years    5 Years   10 Years       1 Year     3 Years   5 Years    10 Years
                                             --------- ---------- --------- ---------- -- ---------- --------- ---------- ---------
- -------------------------------------------- --------- ---------- --------- ---------- -- ---------- --------- ---------- ---------
<S>                                            <C>        <C>       <C>        <C>           <C>        <C>       <C>       <C>
AST Founders Passport                          103        146       187        310           28         86        147       310
AST T. Rowe Price International Equity         103        145       185        307           28         85        145       307
AST AIM International Equity                   102        142       179        294           27         82        139       294
AST Janus Overseas Growth                      103        146       186        308           28         86        146       308
AST American Century International Growth      107        157       205        344           32         97        165       344
AST Janus Small-Cap Growth                     101        141       178        293           26         81        138       293
AST Kemper Small-Cap Growth                    104        148       190        315           29         88        150       315
AST Lord Abbett Small Cap Value                103        147       188        311           28         87        148       311
AST T. Rowe Price Small Company Value          101        141       178        291           26         81        138       291
AST Neuberger Berman Mid-Cap Growth            101        139       175        287           26         79        135       287
AST Neuberger Berman Mid-Cap Value             101        139       175        286           26         79        135       286
AST T. Rowe Price Natural Resources            102        142       180        297           27         82        140       297
AST Oppenheimer Large-Cap Growth               101        141       178        293           26         81        138       293
AST Marsico Capital Growth                     101        141       178        291           26         81        138       291
AST JanCap Growth                              100        138       173        283           25         78        133       283
AST Bankers Trust Enhanced 500                  98        131       162        260           23         71        122       260
AST Cohen & Steers Realty                      103        146       187        310           28         86        147       310
AST American Century Income & Growth           100        137       172        280           25         77        132       280
AST Lord Abbett Growth and Income               99        134       167        270           24         74        127       270
AST INVESCO Equity Income                       99        135       168        273           24         75        128       273
AST AIM Balanced                               100        137       172        280           25         77        132       280
AST American Century Strategic Balanced        102        142       179        294           27         82        139       294
AST T. Rowe Price Asset Allocation             101        140       177        290           26         80        137       290
AST T. Rowe Price International Bond           101        141       178        291           26         81        138       291
AST Federated High Yield                       100        136       170        276           25         76        130       276
AST PIMCO Total Return Bond                     98        132       163        263           23         72        123       263
AST PIMCO Limited Maturity Bond                 99        133       165        267           24         73        125       267
AST Money Market                                96        125       152        240           21         65        112       240

AA Growth                                       98        131       162        260           23         71        122       260
AA MidCap Growth                                99        133       164        265           24         73        124       265

MV Emerging Markets                            108        160       209        353           33        100        169       353

WF LAT Trust Equity Value                      101        140       177        290           26         80        137       290

Rydex Nova                                     112        173       231        392           37        113        191       392
Rydex Ursa                                     114        177       237        404           39        117        197       404
Rydex OTC                                      110        167       221        375           35        107        181       375
- -------------------------------------------- --------- ---------- --------- ---------- - ---------- --------- ---------- ---------
</TABLE>



Investment Options

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?

Each variable  investment  option is a Class 1 Sub-account  of American  Skandia
Life Assurance  Corporation Variable Account B (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. The name
of the  advisor/sub-advisor  for each Portfolio appears next to the description.
Those portfolios whose name includes the prefix "AST" are portfolios of American
Skandia Trust.  The investment  manager for AST is American  Skandia  Investment
Services,  Inc.  ("ASISI"),  an affiliated company.  However, a sub-advisor,  as
noted below,  is engaged to conduct  day-to-day  investment  decisions.  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  portfolio  will  meet its
investment objective.

Please refer to Appendix B for certain required financial information related to
the historical performance of the Sub-accounts.


<TABLE>
<CAPTION>
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                                                                                                                         PORTFOLIO
      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                        ADVISOR/
       TYPE                                                                                                             SUB-ADVISOR
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
<S>                 <C>                                                                                   <C> 
                    AST Money  Market:  seeks to  maximize  current  income  and
  CAPITAL           maintain high levels of liquidity. The Portfolio attempts to                                         J.P. Morgan
  PRESERVATION      accomplish  its objective by  maintaining a  dollar-weighted                                         Investment
                    average  maturity of not more than 90 days and by  investing                                     Management Inc.
                    in securities  which have  effective  maturities of not more
                    than 397 days.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST PIMCO Limited  Maturity  Bond:  seeks to maximize  total
                    return,  consistent with preservation of capital and prudent
  SHORT-TERM        investment  management.  The  Portfolio  will  invest  in  a                                  Pacific Investment
     BOND           diversified portfolio of fixed-income  securities of varying                                          Management
                    maturities.  The average portfolio duration of the Portfolio                                             Company
                    generally  will vary within a one- to three-year  time frame
                    based on the Sub-advisor's forecast for interest rates.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST PIMCO Total Return Bond:  seeks to maximize total return
                    consistent   with   preservation   of  capital  and  prudent
                    investment  management.  The  Portfolio  will  invest  in  a                                  Pacific Investment
  LONG-TERM         diversified portfolio of fixed-income  securities of varying                                          Management
    BOND            maturities.  The average portfolio duration of the Portfolio                                             Company
                    generally  will vary within a three- to six-year  time frame
                    based on the Sub-advisor's forecast for interest rates.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST  Federated  High  Yield:  seeks high  current  income by
                    investing  primarily  in a  diversified  portfolio  of fixed
                    income securities. The Portfolio will invest at least 65% of
                    its assets in lower-rated  corporate fixed income securities                                Federated Investment
 HIGH YIELD         ("junk  bonds").  These fixed income  securities may include                                          Counseling
    BOND            preferred stocks, convertible securities, bonds, debentures,
                    notes,  equipment  lease  certificates  and equipment  trust
                    certificates.  A fund that invests  primarily in lower-rated
                    fixed income  securities will be subject to greater risk and
                    share price  fluctuation  than a typical  fixed income fund,
                    and may be subject  to an amount of risk that is  comparable
                    to or greater than many equity funds.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe Price  International Bond: seeks to provide high
                    current   income  and  capital   growth  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,
 INTER-             non-U.S.  dollar denominated  government and corporate bonds                                  Rowe Price-Fleming
 NATIONAL           outside  the  United  States.   The  Sub-advisor  bases  its                                 International, Inc.
   BOND             investment decisions on fundamental market factors, currency
                    trends, and credit quality.  The Portfolio generally invests
                    in countries where the  combination of fixed-income  returns
                    and currency exchange rates appears  attractive,  or, if the
                    currency  trend  is   unfavorable,   where  the  Sub-advisor
                    believes  that the currency  risk can be  minimized  through
                    hedging.  The  Portfolio  may also  invest  up to 20% of its
                    assets in below  investment-grade,  high-risk  bonds  ("junk
                    bonds"), including bonds in default or those with the lowest
                    rating.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe Price  Asset  Allocation:  seeks a high level of
                    total  return  by  investing   primarily  in  a  diversified
                    portfolio  of  fixed  income  and  equity  securities.   The
                    Portfolio  normally invests  approximately  60% of its total
  ASSET             assets  in  equity   securities  and  40%  in  fixed  income                                       T. Rowe Price
  ALLOCATION        securities.   The  Sub-advisor   concentrates  common  stock                                    Associates, Inc.
                    investments in larger, more established  companies,  but the
                    Portfolio may include small and medium-sized  companies with
                    good  growth  prospects.  The fixed  income  portion  of the
                    Portfolio   will  be  allocated   among   investment   grade
                    securities, high yield or "junk" bonds, foreign high quality
                    debt securities and cash reserves.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST  American  Century  Strategic  Balanced:  seeks  capital
                    growth  and  current  income.  The  Sub-advisor  intends  to
                    maintain  approximately  60% of the  Portfolio's  assets  in
                    equity securities and the remainder in bonds and other fixed
   BALANCED         income  securities.  Both the  Portfolio's  equity and fixed                                    American Century
                    income  investments  will  fluctuate  in value.  The  equity                                          Investment
                    securities  will fluctuate  depending on the  performance of                                    Management, Inc.
                    the companies that issued them,  general market and economic
                    conditions,   and  investor  confidence.  The  fixed  income
                    investments will be affected  primarily by rising or falling
                    interest rates and the credit quality of the issuers.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST  AIM  Balanced:  seeks  to  provide  a  well-diversified
                    portfolio of stocks and bonds that will produce both capital
                    growth and current  income.  The Portfolio  attempts to meet
                    its objective by investing, normally, a minimum of 30% and a                                       A I M Capital
                    maximum of 70% of its total assets in equity  securities and                                    Management, Inc.
                    a minimum of 30% and a maximum of 70% of its total assets in
                    non-convertible   debt  securities.   The  Sub-Advisor  will
                    primarily  purchase equity  securities for growth of capital
                    and debt securities for income purposes.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST Cohen & Steers  Realty:  seeks to maximize  total return
                    through investment in real estate securities.  The Portfolio
                    pursues  its   investment   objective   by   seeking,   with
                    approximately  equal  emphasis,  capital  growth and current                                     Cohen & Steers
  REAL ESTATE       income.  Under  normal  circumstances,  the  Portfolio  will                            Capital Management, Inc.
    (REIT)          invest  substantially  all  of  its  assets  in  the  equity
                    securities  of real estate  companies,  i.e., a company that
                    derives  at least 50% of its  revenues  from the  ownership,
                    construction,  financing,  management or sale of real estate
                    or that has at least 50% of its assets in real estate.  Real
                    estate companies may include real estate  investment  trusts
                    or REITs.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST INVESCO Equity  Income:  seeks high current income while
                    following  sound   investment   practices.   Capital  growth
                    potential is an additional, but secondary,  consideration in
  EQUITY            the selection of portfolio  securities.  The Portfolio seeks                                       INVESCO Funds
  INCOME            to achieve its  objective by investing  in  securities  that                                         Group, Inc.
                    will provide a relatively  high yield and stable  return and
                    that,  over a period  of  years,  may also  provide  capital
                    appreciation.  The  Portfolio  normally will invest at least
                    65%  of its  assets  in  dividend-paying  common  stocks  of
                    domestic and foreign issuers.
- ------------------ ------------------------------------------------------------------------------------------------ ----------------
                    AST Bankers  Trust  Enhanced 500:  seeks to  outperform  the
                    Standard & Poor's 500 Composite  Stock Price Index (the "S&P
                    500(R)")  through  stock  selection  resulting  in different
 ENHANCED           weightings  of common  stocks  relative  to the  index.  The
   INDEX            Portfolio  will  invest in the  common  stocks of  companies                               Bankers Trust Company
                    included in the S&P 500(R).  The majority of the issues held
                    by the  Portfolio  will have neutral  weightings  to the S&P
                    500, but  approximately  100 will be over- or under-weighted
                    relative to the index.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST American  Century Income & Growth:  seeks capital growth
                    with current income as a secondary objective.  The Portfolio
                    invests  primarily in common stocks that offer potential for                                    American Century
                    capital  growth,  and may,  consistent  with its  investment                         Investment Management, Inc.
                    objectives,  invest  in  stocks  that  offer  potential  for
                    current  income.  The  Sub-adviser  utilizes a  quantitative
                    management  technique  with a goal  of  building  an  equity
                    portfolio  that  provides  better  returns  than the S&P 500
                    Index  without  taking on  significant  additional  risk and
                    while  attempting  to create a  dividend  yield that will be
                    greater than the S&P 500 Index.
                    ------------------------------------------------------------------------------------------------ ---------------
 GROWTH             AST Lord Abbett Growth and Income: seeks long-term growth of
    &               capital  and  income  while  attempting  to avoid  excessive
 INCOME             fluctuations  in market value.  The Portfolio  normally will
                    invest in common  stocks (and  securities  convertible  into
                    common stocks).  The Sub-advisor  will take a value-oriented                                  Lord, Abbett & Co.
                    approach, in that it will try to keep the Portfolio's assets
                    invested in securities that are selling at reasonable prices
                    in relation to their  value.  The stocks that the  Portfolio
                    will normally invest in are those of seasoned companies that
                    are  expected  to show  above-average  growth  and  that the
                    Sub-advisor believes are in sound financial condition.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe Price Natural Resources: seeks long-term capital
                    growth primarily through the common stocks of companies that
                    own or develop natural  resources (such as energy  products,
                    precious  metals,  and  forest  products)  and  other  basic
  NATURAL           commodities.  The Portfolio  normally invests  primarily (at                                       T. Rowe Price
 RESOURCES          least  65% of its  total  assets)  in the  common  stocks of                                    Associates, Inc.
                    natural  resource  companies  whose  earnings  and  tangible
                    assets  could  benefit  from  accelerating  inflation.   The
                    Portfolio  looks  for  companies  that have the  ability  to
                    expand production, to maintain superior exploration programs
                    and production  facilities,  and the potential to accumulate
                    new resources.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST  JanCap  Growth:  seeks  growth of  capital  in a manner
                    consistent with the preservation of capital.  Realization of
                    income is not a significant investment consideration and any
                    income realized on 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 of companies that the Sub-advisor  believes                                       Janus Capital
                    are  experiencing  favorable  demand for their  products and                                         Corporation
                    services,  and which operate in a favorable  competitive and
                    regulatory  environment.  The Sub-advisor  generally takes a
                    "bottom  up"  approach  to  choosing   investments  for  the
                    Portfolio. In other words, the Sub-advisor seeks to identify
                    individual companies with earnings growth potential that may
                    not be recognized by the market at large.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST Marsico  Capital Growth:  seeks 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
                    of  larger,   more  established   companies.   In  selecting                                     Marsico Capital
                    investments  for  the  Portfolio,  the  Sub-advisor  uses an                                     Management, LLC
                    approach  that combines  "top down"  economic  analysis with
                    "bottom  up"  stock  selection.   The  "top  down"  approach
                    identifies  sectors,  industries  and companies  that should
                    benefit from the trends the  Sub-advisor  has observed.  The
                    Sub-advisor   then  looks  for  individual   companies  with
                    earnings growth  potential that may not be recognized by the
                    market at large. This is called "bottom up" stock selection.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST Neuberger  Berman Mid-Cap Growth:  seeks capital growth.
                    The  Portfolio  primarily  invests in the  common  stocks of
                    mid-cap  companies,   i.e.,  companies  with  equity  market                                    Neuberger Berman
                    capitalizations from $300 million to $10 billion at the time                             Management Incorporated
                    of  investment.  The  Portfolio is normally  managed using a
                    growth-oriented  investment approach.  The Sub-advisor looks
                    for  fast-growing  companies  that  are in  new  or  rapidly
                    evolving industries.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST Neuberger  Berman Mid-Cap Value:  seeks capital  growth.
                    The  Portfolio  primarily  invests in the  common  stocks of
                    mid-cap  companies.  Under  the  Portfolio's  value-oriented
                    investment approach,  the Sub-advisor looks for well-managed                                   Neuberger Berman
  GROWTH            companies  whose stock prices are  undervalued  and that may                             Management Incorporated
                    rise in price before other  investors  realize  their worth.  
                    Factors  that  the  Sub-advisor  may use to  identify  these
                    companies  include  strong  fundamentals,  including  a  low
                    price-to-earnings  ratio,  consistent cash flow, and a sound
                    track record through all phases of the market cycle.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST Oppenheimer  Large-Cap Growth: seeks capital growth. The
                    Portfolio  seeks its  investment  objective  by  emphasizing
                    investment   in  common   stocks   issued   by   established
                    large-capitalization "growth companies" that, in the opinion
                    of the Sub-advisor,  have above average  earnings  prospects                              OppenheimerFunds, Inc.
                    but are selling at below normal prices.  At least 65% of the
                    Portfolio's  assets  normally  will be invested in companies
                    that have market  capitalizations  greater  than $3 billion,
                    and the  Portfolio  will  normally  maintain a median market
                    capitalization greater than $5 billion.
                    ------------------------------------------------------------------------------------------------ ---------------
                    The Alger American Fund - Growth:  seeks  long-term  capital
                    appreciation. Except during temporary defensive periods, the
                    Portfolio invests at least 65% of its total assets in equity                                          Fred Alger
                    securities of companies that, at the time of purchase,  have                                    Management, Inc.
                    total market capitalization of $1 billion or greater.
                    ------------------------------------------------------------------------------------------------ ---------------
                    Wells  Fargo  LAT  Trust - Equity  Value:  seeks to  provide
                    investors with long-term  capital  appreciation by investing
                    primarily in equity securities, including common stocks, and
                    may invest in debt  instruments  that are  convertible  into                              Wells Fargo Bank, N.A.
                    common stocks of both domestic and foreign companies. Income
                    generation is a secondary  consideration.  The Portfolio may
                    invest  in large,  well-established  companies  and  smaller
                    companies with market capitalization exceeding $50 million.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
<PAGE>
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    The Alger  American Fund - MidCap  Growth:  seeks  long-term
                    capital  appreciation.  Except  during  temporary  defensive
AGGRESSIVE          periods,  the  Portfolio  invests  at least 65% of its total                                          Fred Alger
   GROWTH           assets in equity  securities of companies  that, at the time                                    Management, Inc.
                    of   purchase   of  the   securities,   have  total   market
                    capitalization within the range of companies included in the
                    S&P MidCap 400 Index, updated quarterly.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST  Janus  Small-Cap  Growth:  seeks  capital  growth.  The
                    Portfolio  pursues its  objective  by normally  investing at
                    least  65% of its  total  assets  in the  common  stocks  of
                    small-sized   companies,   i.e.,   those  that  have  market
                    capitalizations  of less than $1.5  billion or annual  gross                           Janus Capital Corporation
                    revenues  of less than $500  million.  As a  Portfolio  that
                    invests primarily in smaller or newer issuers, the Portfolio
                    may be  subject  to  greater  risk of loss and  share  price
                    fluctuation than funds investing primarily in larger or more
                    established issuers.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST  Kemper  Small-Cap  Growth:   seeks  maximum  growth  of
                    investors'  capital  from a  portfolio  primarily  of growth
                    stocks of smaller companies. At least 65% of the Portfolio's
                    total  assets  normally  will  be  invested  in  the  equity
                    securities of smaller companies, i.e., those having a market                                      Scudder Kemper
                    capitalization  of  $1.5  billion  or  less  at the  time of                                   Investments, Inc.
                    investment,  many of which  would be in the early  stages of
                    their life cycle.  The Portfolio seeks  attractive areas for
                    investment  that arise from  factors  such as  technological
                    advances,  new marketing methods, and changes in the economy
                    and  population.  Because  of the  Portfolio's  focus on the
       SMALL        stocks  of  smaller  growth  companies,  investment  in  the
   CAPITALIZATION   Portfolio  may involve  substantially  greater  than average
                    share price fluctuation and investment risk.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST Lord Abbett  Small Cap Value:  seeks  long-term  capital
                    growth.  The  Portfolio  will  seek  its  objective  through
                    investments primarily in equity securities that are believed
                    to  be  undervalued  in  the   marketplace.   The  Portfolio
                    primarily seeks companies that are small-sized, based on the
                    value of their outstanding stock. Specifically, under normal                                  Lord, Abbett & Co.
                    circumstances,  at least 65% of the Portfolio's total assets
                    will be invested in common  stocks  issued by smaller,  less
                    well-known  companies (with market  capitalizations  of less
                    than  $1  billion)  selected  on the  basis  of  fundamental
                    investment analysis.  The small capitalization  companies in
                    which the Portfolio  primarily invests may offer significant
                    appreciation potential. However, smaller companies may carry
                    more risk than larger companies.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe  Price  Small  Company  Value:  seeks to provide
                    long-term   capital   growth  by   investing   primarily  in
                    small-capitalization  stocks that appear to be  undervalued.
                    The Portfolio will normally invest at least 65% of its total
                    assets  in stocks  and  equity-related  securities  of small                                       T. Rowe Price
                    companies  ($1  billion  or less in market  capitalization).                                    Associates, Inc.
                    Reflecting a value approach to investing, the Portfolio will
                    seek the stocks of companies  whose  current stock prices do
                    not appear to adequately  reflect their  underlying value as
                    measured  by  assets,   earnings,   cash  flow  or  business
                    franchises.  Investing in small companies  involves  greater
                    risk  of loss  than  is  customarily  associated  with  more
                    established companies.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST American  Century  International  Growth:  seeks capital
                    growth.  The Portfolio  will seek to achieve its  investment
                    objective by investing  primarily  in equity  securities  of
                    international  companies that the Sub-advisor  believes will
                    increase in value over time.  Under normal  conditions,  the
                    Portfolio  will  invest at least 65% of its assets in equity                                    American Century
                    securities of issuers from at least three countries  outside                                       Investment
                    of  the  United  States.   The  Sub-advisor  uses  a  growth                                    Management, Inc.
                    investment  strategy it developed  that looks for  companies
                    with  earnings  and revenue  growth.  The  Sub-advisor  will
                    consider  a number of other  factors  in  making  investment
                    selections,  including the  prospects for relative  economic
                    growth among  countries or regions,  economic and  political
                    conditions,  expected  inflation  rates,  currency  exchange
                    fluctuations and tax considerations.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST Founders  Passport:  seeks capital growth. The Portfolio
  INTER-NATIONAL    normally invests  primarily in securities  issued by foreign
      EQUITY        companies  that  have  market   capitalizations   or  annual
                    revenues  of  $1  billion  or  less.  These  securities  may
                    represent   companies  in  both   established  and  emerging                                      Founders Asset
                    economies   throughout  the  world.  At  least  65%  of  the                                      Management LLC
                    Portfolio's  total  assets  normally  will  be  invested  in
                    foreign   securities   representing   a  minimum   of  three
                    countries.  Foreign  securities are generally  considered to
                    involve  more  risk  than  those  of  U.S.  companies,   and
                    securities of smaller companies are generally  considered to
                    be riskier than those of larger companies.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST  Janus  Overseas  Growth:   seeks  long-term  growth  of
                    capital.  The  Portfolio  pursues  its  objective  primarily
                    through  investments  in common  stocks of  issuers  from at                           Janus Capital Corporation
                    least five different countries, excluding the United States.
                    Securities  are  generally  selected  without  regard to any
                    defined  allocation among countries,  geographic  regions or
                    industry sectors, or other similar selection procedure.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST AIM  International  Equity:  seeks capital  growth.  The
                    Portfolio   seeks  to  meet  its   objective  by  investing,
                    normally,  at least 70% of its assets in  marketable  equity
                    securities  of  foreign  companies  that  are  listed  on  a                                       A I M Capital
                    recognized  foreign  securities  exchange  or  traded  in  a                                    Management, Inc.
                    foreign over-the-counter market. The Portfolio will normally
                    invest in a diversified  portfolio  that includes  companies
                    from at least four  countries  outside  the  United  States,
                    emphasizing  counties  of  Western  Europe  and the  Pacific
                    Basin.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe Price International  Equity:  seeks total return
                    from  long-term  growth of capital and  income,  principally
                    through   investments  in  common  stocks  of   established,
                    non-U.S.  companies.  Investments  may be  made  solely  for
                    capital appreciation or solely for income or any combination                                  Rowe Price-Fleming
                    of both  for the  purpose  of  achieving  a  higher  overall                                 International, Inc.
                    return. The Sub-advisor expects to invest  substantially all
                    of the  Portfolio's  assets  (with  a  minimum  of 65%) in 
                    established  foreign companies.  Geographic  diversification
                    will  be  wide,  including  both  developed  and  developing
                    countries,  and  there  will  normally  be  at  least  three
                    different countries represented in the Portfolio.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    Montgomery Variable Series - Emerging Markets: seeks capital
                    appreciation,  which  under  normal  conditions  it seeks by
                    investing  at  least  65%  of its  total  assets  in  equity                                    Montgomery Asset
   EMERGING         securities  of  companies  in  countries   having   emerging                                    Management, L.P.
   MARKETS          markets. Under normal 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.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                                                                                                                        PORTFOLIO
      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                       ADVISOR/
       TYPE                                                                                                             SUB-ADVISOR
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
- ------------------------------------------------------------------------------------------------------------------------------------

The Nova,  Ursa and OTC  portfolios of the Rydex Variable Trust are available to
all Owners. However, the fund's advisor strongly recommends that only Owners who
engage a financial  advisor to allocate  their  funds in  strategic  or tactical
asset  allocation  strategies  invest  in  these  portfolios.  There  can  be no
assurance  that  any  financial   advisor  will   successfully   predict  market
fluctuations.  Each of the  Rydex  portfolios  invests  in the  securities  of a
relatively  few  number of  issuers.  Since the  assets  of each  portfolio  are
invested in a limited  number of issuers,  the net asset value of the  portfolio
may be more  susceptible to a single adverse  economic,  political or regulatory
occurrence.
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
                    
                    Rydex  Variable  Trust - Nova:  seeks to provide  investment
                    returns that are 150% of the S&P 500  Composite  Stock Price
                    Index  by  investing  to a  significant  extent  in  futures
                    contracts and options on securities,  futures  contracts and                                  PADCO Advisors II,
                    stock  indexes.  If the  Portfolio  meets its  objective the                                                Inc.
                    value of its  shares  will tend to  increase  by 150% of the
                    value of any  increase in the S&P 500 Index.  However,  when
                    the  value of the S&P 500 Index  declines,  the value of its
                    shares  should  also  decrease  by 150% of the  value of any
                    decrease in the S&P 500 Index.
                    ------------------------------------------------------------------------------------------------ ---------------
                   
                    Rydex  Variable  Trust - Ursa:  seeks to provide  investment
                    results that will inversely correlate (e.g. be the opposite)
                    to the  performance  of the S&P 500  Composite  Stock  Price
  STRATEGIC OR      Index  by  investing  to a  significant  extent  in  futures
  TACTICAL          contracts and options on securities,  futures  contracts and                                  PADCO Advisors II,
  ALLOCATION        stock  indexes.  The Portfolio  will generally not invest in                                                Inc.
                    the  securities  included  in  the  S&P  500  Index.  If the
                    Portfolio  meets its  objective the value of its shares will
                    tend to  increase  when the  value  of the S&P 500  Index is
                    decreasing.  However, when the value of the S&P 500 Index is
                    increasing,  the value of its shares  should  decrease by an
                    inversely proportional amount.
                    ------------------------------------------------------------------------------------------------ ---------------
                   
                    Rydex  Variable  Trust - OTC:  seeks to  provide  investment
                    results that correspond to a benchmark for  over-the-counter
                    securities, currently the NASDAQ 100 Index(TM), by investing
                    principally in the securities of companies  included in that                                  PADCO Advisors II,
                    Index.  The Portfolio  may also invest in other  instruments                                                Inc.
                    whose  performance  is expected to correspond to that of the
                    Index,  and may engage in futures and options  transactions.
                    If the Portfolio meets its objective the value of its shares
                    will tend to increase  by the amount of the  increase in the
                    NASDAQ 100 Index(TM).  However, when the value of the NASDAQ
                    100  Index(TM)declines,  the value of its shares should also
                    decrease  by the amount of the  decrease in the value of the
                    Index(TM).
- ------------------- ------------------------------------------------------------------------------------------------ ---------------
</TABLE>
 

"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 or transfer  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

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  or  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 during the applicable Annuity Year. The amount of
the CDSC  decreases  over time,  measured from the date the Purchase  Payment is
applied. The CDSC percentages are shown below.

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

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

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 are 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.  We will  not
discriminate  unfairly  between  Annuity  purchasers  if and when we reduce  the
length or amount of the CDSC.

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.  We will not  provide  any  Additional
Amounts  for  any  such  contracts  (see   "Additional   Amounts  in  the  Fixed
Allocations").

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 of the Issue Date of your Annuity
or, if you surrender  your Annuity  during the Annuity Year, the fee is deducted
at the time of surrender.  We may increase the Annual  Maintenance Fee. However,
any increase will only apply to Annuities issued after the date of the increase.

We may  reduce or  eliminate  the  amount  of the  Annual  Maintenance  Fee when
Annuities are sold to  individuals  or a group of  individuals  in a manner that
reduces our  maintenance  expenses.  We would  consider such factors as: (a) the
size and type of group;  (b) the number of Annuities  purchased by an Owner; (c)
the amount of Purchase Payments; and/or (d) other transactions where maintenance
expenses are likely to be reduced.  We will not  discriminate  unfairly  between
Annuity  purchasers  if and when we eliminate  or reduce the Annual  Maintenance
Fee.

Optional  Death  Benefits:  If you elect to purchase one of the  Optional  Death
Benefits,  we will deduct a charge from your Account Value on the anniversary of
your Annuity's Issue Date or, under certain  circumstances  on a date other than
the anniversary date. Please refer to the section entitled "Death Benefit" for a
description of the charge for each Optional Death Benefit.

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.  Renewals or transfers of Account
Value from a Fixed Allocation at the end of its Guarantee Period are not subject
to the Transfer Fee and are not counted toward the twelve free transfers.

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.  We may assess a charge against the Sub-accounts and
the Fixed  Allocations equal to any taxes which may be imposed upon the separate
accounts.

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  basic
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.  We may
increase the portion of the Insurance Charge for administrative  costs. However,
any increase will only apply to Annuities issued after the date of the increase.

We may reduce the portion of the Insurance Charge for administrative  costs when
Annuities are sold to  individuals  or a group of  individuals  in a manner that
reduces our administrative  expenses. We would consider such factors as: (a) the
size and type of group;  (b) the number of Annuities  purchased by an Owner; (c)
the  amount  of  Purchase   Payments;   and/or  (d)  other   transactions  where
administration  expenses  are  likely to be  reduced.  We will not  discriminate
unfairly  between  Annuity  purchasers  if and when we reduce the portion of the
Insurance Charge attributed to the charge covering administrative costs.

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 transfers, 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  applicable
jurisdiction  and 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:  There is no age restriction to purchase the Annuity. However,
the basic Death Benefit provides greater protection for persons under age 90.

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: 

[X]  "surviving spouse";
|X|  each spouse named individually upon the death of the other; or
|X|  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.  If you free-look your Annuity,  we will not return any additional
amounts we applied to your Annuity based on your Purchase Payments.

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.  An  additional  Purchase  Payment will be
returned if we have not received written allocation instructions.

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.  We may  suspend  or cancel  bank
drafting  privileges if sufficient  funds are not available  from the applicable
financial institution on any date that a transaction is scheduled to occur.

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 or a specific transfer
request or group of  transfer  requests  may have a  detrimental  effect on Unit
Values or the share prices of the  Portfolios;  or (b) we are informed by one or
more of the  Portfolios  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 the share prices of affected
Portfolios. Without limiting the above, the most likely scenario where either of
the above  could  occur  would be if the  aggregate  amount of a trade or trades
represented  a relatively  large  proportion of the total assets of a particular
Portfolio. Under such a circumstance, we will process transfers according to our
rules then in effect and provide notice if the transfer request was denied. If a
transfer request is denied, a new transfer request may be required.

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.

You  can  Dollar  Cost  Average  from  variable   investment  options  or  Fixed
Allocations. Dollar Cost Averaging from Fixed Allocations is subject to a number
of rules that include, but are not limited to the following:

|X|  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.

We may credit additional  amounts to your Account Value if you allocate Purchase
Payments to Fixed  Allocations as part of a dollar cost averaging  program.  Any
such offer is at our sole discretion and may be cancelled at any point. Specific
rules may also apply including a change to the MVA formula. For more information
see "Additional Amounts in the Fixed Allocation."

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 (not
including  any  additional  amounts  we applied  to your  Annuity  based on your
Purchase Payments) 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.

* The rate in this example is hypothetical  and may not reflect the current rate
for Guarantee Periods of this duration.  The hypothetical values in this example
do not include the amount of any Target Value Credits that may apply.

We may credit  additional  amounts to Fixed Allocations if you allocate Purchase
Payments in accordance with the balanced  investment  program we offer. Any such
offer is at our sole  discretion  and may be  cancelled  at any point.  Specific
rules  may  also  apply,  including  a  change  to the  MVA  formula.  For  more
information see "Additional Amounts in the Fixed Allocations."

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  financial  transactions  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 may also  establish  different  "cut-off  times" by which we must receive all
financial  transactions for certain underlying portfolios.  Currently,  only the
three  portfolios of the Rydex Variable  Trust are subject to this  restriction.
Financial  transactions  involving a Rydex Sub-account must be received by us no
later than 3:00 p.m. Eastern time to be processed on the current  Valuation Day.
If you request a  transaction  involving  the purchase or redemption of Units in
one of the Rydex  Sub-accounts  after 3:00 p.m.  Eastern time, we will deem your
request as received by us on the next Valuation Day.

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.

To the extent  permitted by law, we may  increase  interest  rates  offered to a
class of Owners who choose to participate in various services we make available.
This may  include,  but is not limited  to,  Owners who elect to use dollar cost
averaging from Fixed  Allocations (see "Do You Offer Dollar Cost Averaging?") or
the balanced  investment  program (see "Do You Offer a Program to Balance  Fixed
and Variable Investments?"). Any such program is at our sole discretion.

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.

If you surrender your Annuity under the "free-look"  provision,  the MVA formula
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 = $57881.25
       Account Value after MVA = Interim Value X MVA Factor = $59,456.20.

Example of Negative MVA
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 = $57881.25
       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 if then  available.  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.

ADDITIONAL AMOUNTS IN THE FIXED ALLOCATIONS
If you  allocate  Account  Value to the Fixed  Allocations  and  participate  in
certain  programs we offer to help you to manage your  Annuity's  Account Value,
under  certain  circumstances  we may apply  Additional  Amounts to your Account
Value allocated to the Fixed  Allocation.  Additional  Amounts may be offered at
any time at our sole discretion.  When offered,  Additional Amounts are provided
from our general account.

Any program to provide  Additional  Amounts to Fixed  Allocations are subject to
the following rules:

|X|      Additional  Amounts are only offered if you  participate  in a balanced
         investment  program  (see "Do you offer a program to balance  fixed and
         variable  investment  options?") or dollar cost averaging (see " Do you
         offer Dollar Cost Averaging?").
|X|      Additional Amounts are only available on initial or additional Purchase
         Payments.  Account Value  transferred to a Fixed  Allocation for use in
         the  applicable  programs  will not  receive  the  Additional  Amounts.
         Additional  Amounts  are not  available  on an  Annuity  that is issued
         following an exchange of another annuity issued by us.
|X|      You may not withdraw any Additional  Amounts under the Free  Withdrawal
         provision  without  assessment of the contingent  deferred sales charge
         (see "Can I make withdrawals from my Annuity without a CDSC?).
|X|      If  Additional  Amounts  are  applied  to a Fixed  Allocation,  the MVA
         formula is revised as follows:

                           [(1+I) / (1+J+0.0020)]N/12

Please  refer to the  section of the  Prospectus  entitled  "How does the Market
Value Adjustment Work?" for a discussion of the MVA formula.

|X|      We do not consider  Additional  Amounts as "investment in the contract"
         for income tax purposes.
|X|      We may require that you allocate  Account  Value to a Fixed  Allocation
         with a Guarantee Period of certain duration (i.e. 10 years).
|X|      Specific  rules  apply in relation  to the  duration  of the  Guarantee
         Period  you must  choose  to be  eligible  to  receive  any  Additional
         Amounts,  and the date on which we allocate any  Additional  Amounts to
         the Fixed  Allocation  and begin  crediting  interest on the Additional
         Amount.

American Skandia's Performance Advantage

- --------------------------------------------------------------------------------
This benefit is being offered as of May 15, 1999 in those jurisdictions where we
have received  regulatory  approvals.  Certain terms and  conditions  may differ
between jurisdictions once approved.
- --------------------------------------------------------------------------------


Do you provide any guarantees on my investment?

The Annuity provides variable  investment options and fixed investment  options.
Only  the  fixed  investment   options  provide  a  guaranteed  return  on  your
investment,  subject to certain  terms and  conditions.  However,  your  Annuity
includes a feature at no additional cost that provides  certain benefits if your
Account  Value  has not  reached  or  exceeded  a  "target  value"  on its  10th
anniversary.  If, on the 10th  anniversary  of your Annuity's  Issue Date,  your
Account Value has not reached the target value (as defined below) you can choose
either of the following benefits:

|X|      You may  continue  your  Annuity  without  electing to receive  Annuity
         payments  and receive an annual  credit to your Account  Value  payable
         until you begin  receiving  Annuity  payments.  The  credit is equal to
         0.25% of the average of your Annuity's  Account Value for the preceding
         four  complete  calendar  quarters.  This  credit  is  applied  to your
         investment  options  pro-rata  based  on the  allocation  of your  then
         current Account Value.

|X|      You may begin receiving  Annuity  payments within one year and accept a
         one-time  credit to your Annuity equal to 10% of the net of the Account
         Value on the 10th  anniversary  of its Issue  Date minus the sum of all
         Purchase Payments allocated in the prior five years. The annuity option
         you select must  initially  guarantee  payments for not less than seven
         years.

Following the 10th  anniversary of your Annuity's Issue Date, we will inform you
if your Account  Value did not meet or exceed the Target  Value.  We will assume
that you have elected to receive the annual credit to your Account Value unless,
not less than 30 days prior to the next  anniversary of the Annuity,  we receive
at our home office your election to begin receiving Annuity payments.

Certain  provisions  of this benefit and of the Target Value  Credits  described
below  may  differ  if  you  purchase  your  Annuity  as  part  of an  exchange,
replacement or transfer, in whole or in part, from any other Annuity we issue.

What is the "Target Value" and how is it calculated?
The Target Value is a tool used to  determine  whether you are eligible to elect
either of the  benefits  described  above.  The Target Value does not impact the
Account  Value  available  if you  surrender  your  Annuity  or  make a  partial
withdrawal   and  does  not  impact  the  Death   Benefit   available   to  your
Beneficiary(ies).  The  Target  Value  assumes  a rate of  return  over ten (10)
Annuity  Years  that will  allow  your  initial  investment  to double in value,
adjusted for any withdrawals and/or additional Purchase Payments you make during
the 10 year period. We calculate the "Target Value" as follows:

1.   Accumulate the initial  Purchase Payment at an annual interest rate of 7.2%
     until the 10th anniversary of the Annuity's Issue Date; plus

2.   Accumulate any additional  Purchase  Payments at an annual interest rate of
     7.2% from the date  applied  until the 10th  anniversary  of the  Annuity's
     Issue Date; minus

3.   Each "proportional  reduction" resulting from any withdrawal,  accumulating
     at an  annual  interest  rate of 7.2%  from  the  date  the  withdrawal  is
     processed  until the 10th  anniversary  of the  Annuity's  Issue  Date.  We
     determine each  "proportional  reduction" by determining  the percentage of
     your  Account  Value then  withdrawn  and reducing the Target Value by that
     same  percentage.  We include any  withdrawals  under your  Annuity in this
     calculation,  as well as the charge we deduct for any optional benefits you
     elect  under the  Annuity,  but not the  charge we  deduct  for the  Annual
     Maintenance Fee or the Transfer Fee.

Examples
1.   Assume you make an initial  Purchase Payment of $10,000 and make no further
     Purchase  Payments.  The  Target  Value  on the  10th  anniversary  of your
     Annuity's  Issue Date would be $20,042,  assuming no withdrawals  are made.
     This is equal to  $10,000  accumulating  at an annual  rate of 7.2% for the
     10-year period.

2.   Assume you make an initial  Purchase Payment of $10,000 and make no further
     Purchase  Payments.  Assume  at the end of Year 6, your  Account  Value has
     increased to $15,000 and you make a withdrawal of 10% or $1,500. The Target
     Value on the 10th  anniversary  would be $18,722.  This is equal to $10,000
     accumulating  at an annual rate of 7.2% for the 10-year  period,  minus the
     proportional reduction accumulating at an annual interest rate of 7.2%.

Can I restart the 10-year Target Value calculation?
Yes,  you can elect to lock in the growth in your  Annuity by  "restarting"  the
10-year period on any anniversary of the Issue Date. If you elect to restart the
calculation  period,  we will treat your Account Value on the restart date as if
it was your Purchase  Payment when  determining if your Annuity's  Account Value
meets or exceeds the Target Value on the appropriate  tenth (10th)  anniversary.
You may elect to restart the  calculation  more than once,  in which  case,  the
10-year  calculation  period will begin on the date of the last restart date. We
must receive  your  election to restart the  calculation  at our home office not
later than 30 days after each anniversary of the Issue Date.

What are Target Value Credits?
Target Value Credits are additional  amounts that we apply to your Account Value
to  increase  the  likelihood  that your  Account  Value will meet or exceed the
Target Value.  Target Value Credits are payable on all Purchase Payments applied
before the first anniversary of the Issue Date of your Annuity.

The  amount  of the  Target  Value  Credit  is equal to 1.0% of each  qualifying
Purchase Payment.  Target Value Credits are only payable on qualifying  Purchase
Payments if the  Owner(s) of the Annuity  is(are)  less than age 81 on its Issue
Date. If the Annuity is owned by an entity,  the age restriction  applies to the
age of the Annuitant on the Issue Date.  The Target Value Credit is payable from
our general account and is allocated to the investment options in the same ratio
that the qualifying Purchase Payment is allocated.

Target Value  Credits will not be available if you purchase your Annuity as part
of an exchange,  replacement or transfer,  in whole or in part, of an Annuity we
issued that has the same or a similar benefit.

Recovery of Target Value Credits
We can  recover  the  amount of any  Target  Value  Credit  under the  following
circumstances:

1.       If you surrender your Annuity before the 10th  anniversary of the Issue
         Date of the Annuity.
2.       If you  elect to begin  receiving  Annuity  payments  before  the first
         anniversary of the Issue Date.
3.       If a person  on  whose  life we pay the  Death  Benefit  dies,  or if a
         "contingency event" occurs which triggers a medically-related surrender

     (a) within 12 months after the date a Target Value Credit was  allocated to
     your Account Value; or

     (b) within 10 years after the date a Target Value  Credit was  allocated to
     your Account  Value if any owner was over age 70 on the Issue Date,  or, if
     the Annuity was then owned by an entity,  the  Annuitant was over age 70 on
     the Issue Date.

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. We may
deduct a portion of the Account Value being  withdrawn or  surrendered as a CDSC
and we may also  apply a  Market  Value  Adjustment  to any  Fixed  Allocations.
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. 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.

Then if the amount requested exceeds Purchase Payments still subject to a CDSC:
4. we withdraw the  remaining  amount from other  surrender  value due to Target
Value Credits and any Additional Amounts in the Fixed Allocations.

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 Free Withdrawal  provision that applies to your Annuity depends on its Issue
Date and your residence state. We began offering a new Free Withdrawal provision
in most  states as of May 1, 1996.  The Free  Withdrawal  provision  also varies
depending on whether  your Annuity is used as a funding  vehicle for a qualified
plan under Section 401 of the Code. As of the date of this Prospectus, we are no
longer offering the Annuity for use with Section 401 plans.

Annuities Issued on or after May 1, 1996
The maximum Free Withdrawal amount during any Annuity Year is the greater of:
1.   the "Growth" in the Annuity; or

2.   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),  minus any prior Free  Withdrawals,  or amounts deemed to come from
     Free  Withdrawals,  during the then current Annuity Year. 

3.   The  "emergency  amount"  available  each Annuity Year minus any prior Free
     Withdrawals or amounts deemed to come from Free Withdrawals. The "emergency
     amount" on the Issue Date is 10% of the initial  Purchase  Payment.  At the
     beginning  of each  subsequent  Annuity  Year,  the  "emergency  amount" is
     increased by 10% of all Purchase  Payments that have been invested for less
     than the CDSC period, subject to a maximum of 50%. During any Annuity Year,
     the "emergency amount" is increased by 10% of all Purchase Payments applied
     during the Annuity Year.

Annuities Issued before May 1, 1996
The maximum Free Withdrawal amount during any Annuity Year is the greater of:

1.   the "Growth" in the Annuity; or

2.   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),  minus any prior Free  Withdrawals,  or amounts deemed to come from
     Free  Withdrawals,  during the then current Annuity Year. 3. The "emergency
     amount"  available  each Annuity Year on or after  Annuity Year 1 is 35% of
     all Purchase Payments that have been invested for less than the CDSC period
     (with your Annuity, seven (7) years) minus the sum of all prior withdrawals
     of any type.

Annuities used as funding vehicles for Section 401 Plans

The maximum Free Withdrawal  amount during any Annuity Year is the same as above
based on the Issue Date of the Annuity.  However,  Item (2) of each provision is
as follows:

1. 20% 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),
minus  any  prior  Free  Withdrawals,  or  amounts  deemed  to  come  from  Free
Withdrawals, during the then current Annuity Year.

Under each provision  above,  "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.  "Growth" does not include any additional amounts
we applied to your Annuity  based on your  Purchase  Payments  (see  "Additional
Amounts in the Fixed Allocations" and "What are Target Value Credits").

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

The following  hypothetical  examples  assume that your Annuity was issued on or
after May 1, 1996.

1. Assume you make an initial Purchase Payment of $10,000 and make no additional
Purchase  Payments.  Assume that in Annuity  Year 3, due to positive  investment
performance,  your Account  Value is $12,500.  If you have made no previous Free
Withdrawals,  the maximum Free Withdrawal  amount in Annuity Year 3 would be the
greater of Growth  (Account  Value  minus  Purchase  Payments = $2,500),  10% of
Purchase Payments ($1,000) or 30% of Purchase  Payments  ($3,000).  Your maximum
Free Withdrawal amount in Annuity Year 3 would be $3,000.

2. Assume you make an initial Purchase Payment of $10,000 and make no additional
Purchase  Payments.  Assume that in Annuity  Year 3, due to positive  investment
performance,  your Account  Value is $12,500.  Assume you choose to withdraw the
Growth,  equal to $2,500 in Annuity Year 3. Assume  further that in Annuity Year
5, your  Account  Value has  increased  to $11,000  due to  positive  investment
performance.  The maximum Free Withdrawal  amount in Annuity Year 5 would be the
greater of Growth  (Account  Value  minus  Purchase  Payments = $1,000),  10% of
Purchase  Payments  ($1,000)  or 50% of Purchase  Payments  minus the sum of any
prior Free Withdrawals ($5,000 - $2,500 = $2,500).

3. Assume you make an initial Purchase Payment of $10,000 and make no additional
Purchase  Payments.  Assume that in Annuity  Year 3, due to positive  investment
performance,  your  Account  Value is $12,500.  Assume you take the maximum Free
Withdrawal  amount in Annuity  Year 3  ($3,000)  as  described  in Item 1 above.
Further  assume that in Annuity  Year 4, you choose to surrender  your  Annuity.
Assume that your Account Value in Annuity Year 4 has increased to $10,500 due to
positive  investment  performance.  Upon surrender,  we will deduct a CDSC of 5%
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.  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 (5.0% of $10,000 = $500). You would receive $10,400 minus the Annual
Maintenance Fee and any Target Value Credits.

These  examples  do not reflect the effect of any Target  Value  Credits.  These
amounts are not available as a free withdrawal.

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.  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 prior to the
Annuity   Date  without   application   of  any  CDSC  upon   occurrence   of  a
medically-related  "Contingency  Event". The amount payable will be your Account
Value minus the amount of any Target Value Credits under certain circumstances.

This waiver of any  applicable  CDSC is subject to our rules,  including but not
limited to the following:

|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.

For  contracts  issued  before May 1, 1996 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.

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

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.

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:

|X|  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

|X|  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 plus any additional  amounts  applied by us under the  Performance
Advantage benefit 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.

Death Benefit

WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?

The Annuity  provides a Death  Benefit  during its  accumulation  phase.  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, then the Contingent  Annuitant becomes the Annuitant and
a Death  Benefit will not be paid at that time.  The person upon whose death the
Death Benefit is paid is referred to below as the "decedent."

DEATH BENEFIT OPTIONS
Your Annuity  provides a "basic" Death Benefit at no additional  charge and also
offers two  different  optional  Death  Benefits  that can be  purchased  for an
additional  charge.  Under  certain  circumstances,  your Death  Benefit  may be
reduced by the amount of any Target  Value  Credits we applied to your  Purchase
Payments. (see "Recovery of Target Value Credits")

Basic Death Benefit
The basic Death Benefit depends on the decedent's age on the date of death:

If death occurs before the  decedent's  age 90: The Death Benefit is the greater
of:

|X|  The sum of all Purchase Payments less the sum of all withdrawals; and

|X|  The sum of your Account Value in the variable  investment  options and your
     Interim Value in the Fixed Allocations.

If   death  occurs when the  decedent is age 90 or older:  The Death  Benefit is
your Account Value.


- --------------------------------------------------------------------------------
The  Optional  Death  Benefits  are being  offered  as of May 15,  1999 in those
jurisdictions  where we have  received  regulatory  approval.  Certain terms and
conditions may differ between jurisdictions once approved.
- --------------------------------------------------------------------------------

Optional Death Benefits
We offer two optional  Death Benefits to provide an enhanced level of protection
for your beneficiaries.  Currently,  these benefits are only offered and must be
elected at the time that you  purchase  your  Annuity.  We may, at a later date,
allow existing  Annuity Owners to purchase either of the optional Death Benefits
subject to our rules.

If the  Annuity  has one  Owner,  the  Owner  must be age 80 or less at the time
either optional Death Benefit is purchased. If the Annuity has joint Owners, the
oldest Owner must be age 80 or less.  If the Annuity is owned by an entity,  the
Annuitant must be age 80 or less.

Key Terms Used with the Optional Death Benefits

|X|  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 the
     Annuitant, if entity owned.

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

|X|  The  Anniversary  Value is the Account Value as of each  anniversary of the
     Issue  Date  plus  the  sum of  all  Purchase  Payments  on or  after  such
     anniversary  less  the  sum of all  "Proportional  Reductions"  since  such
     anniversary.

|X|  A Proportional  Reduction is a reduction to the value being measured caused
     by a withdrawal,  equaling the  percentage of the withdrawal as compared to
     the Account Value as of the date of the  withdrawal.  For example,  if your
     Account Value is $10,000 and you withdraw $2,000 (a 20% reduction), we will
     reduce both your  Anniversary  Value and the amount  determined by Purchase
     Payments increasing at the appropriate interest rate by 20%.

|X|  The Assumed Accumulation Rate is the rate of interest that we will apply to
     your Purchase  Payments only for purposes of  calculating  this benefit The
     Assumed  Accumulation  Rate is different  depending on which Optional Death
     Benefit you select as shown below:

              --------------------------- ------------------------
                       Option 1                  Option 2
                    5.0% per year             7.2% per year
              --------------------------- ------------------------

- --------------------------------------------------------------------------------
Certain terms and  conditions may differ if you purchase your Annuity as part of
an  exchange,  replacement  or  transfer,  in whole or in part,  from any  other
Annuity we issue.
- --------------------------------------------------------------------------------

Calculation of Optional Death Benefits
The optional Death Benefit calculations depend on whether death occurs before or
after the Death Benefit Target Date.

Annuities with one Owner
The optional Death Benefits are calculated as follows:

If the Owner dies before the Death Benefit Target Date, the Death Benefit equals
the greatest of:

1.   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

2.   the  sum  of all  Purchase  Payments  minus  the  sum  of all  Proportional
     Reductions,  each  increasing  daily until the Owner's date of death at the
     applicable Assumed Accumulation Rate for the option you elect, subject to a
     limit of 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; and

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

The amount  determined by this calculation is increased by any Purchase Payments
received  after the  Owner's  date of death and  decreased  by any  Proportional
Reductions  since such date.  The amount  calculated  in Item 1 & 3 above may be
reduced by any Target Value Credits under certain circumstances.

If the Owner dies on or after the Death Benefit  Target Date,  the Death Benefit
equals the greater of:

1.   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 2. the
     greater of Item 2 & 3 above on the Death  Benefit  Target Date plus the sum
     of all Purchase Payments less the sum of all Proportional  Reductions since
     the Death Benefit Target Date.

The amount calculated in Item 1 above may be reduced by any Target Value Credits
under certain circumstances.

Annuities with joint Owners
For Annuities with Joint Owners,  the Death Benefit is calculated as shown above
except that the age of the oldest of the Joint Owners is used to  determine  the
Death Benefit Target Date. 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  surviving  spouse can elect to
assume ownership of the Annuity.

Annuities owned by entities
For Annuities owned by an entity, the Death Benefit is calculated as shown above
except that the age of the  Annuitant  is used to  determine  the Death  Benefit
Target Date. Payment of the Death Benefit is based on the death of the Annuitant
(or Contingent Annuitant, if applicable).

Examples of Optional Death Benefit Calculation
The following are examples of how the Optional  Death  Benefits are  calculated.
Each example assumes that a $50,000 initial Purchase Payment is made and that no
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 and that all  Account  Value is
maintained in the variable investment options.

Example of market increase  greater than Assumed  Accumulation  Rate Assume that
the Owner's Account Value has generally been increasing.  On the date we receive
due proof of death (the Owner's 58th  birthday),  the Account  Value is $90,000.
The Highest Anniversary Value at the end of any previous period is $72,000.  The
Death Benefit would be the Account  Value  ($90,000)  because it is greater than
the Highest  Anniversary  Value ($72,000) or the sum of prior Purchase  Payments
increased  by  5.0%  annually  ($73,872.77  -  Option  1) or 7.2%  annually  for
($87,202.36 - Option 2).

Example of market decrease
Assume  that the  Owner's  Account  Value  generally  increased  until the fifth
anniversary  but  generally  has  been  decreasing   since  the  fifth  contract
anniversary.  On the  date we  receive  due  proof of death  (the  Owner's  58th
birthday),  the Account Value is $48,000.  The Highest  Anniversary Value at the
end of any previous  period is $54,000.  The Death  Benefit  would be the sum of
prior  Purchase  Payments  increased by 5.0% annually  ($73872.77 - Option 1) or
7.2% annually for  ($87202.36 - Option 2) 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
six years  following the Issue Date. On the sixth  anniversary  date the Account
Value was $90,000.  During the seventh Annuity Year, the Account Value increases
to as high as  $100,000  but then  subsequently  falls to $80,000 on the date we
receive due proof of death (the Owner's 58th birthday).  The Death Benefit would
be the Highest  Anniversary  Value at the end of any previous period  ($90,000),
which occurred on the sixth  anniversary,  although the Account Value was higher
during the subsequent period. The Account Value on the date we receive due proof
of death  ($80,000)  is  lower,  as is the sum of all  prior  Purchase  Payments
increased  by  5.0%  annually  ($73,872.77  -  Option  1) or 7.2%  annually  for
($87,202.36 - Option 2).

How much do you charge for the optional death benefits?
We deduct a charge  from your  Account  Value if you  elect to  purchase  either
Optional  Death  Benefit.  For  Option  1, each  deduction  is 0.30% of the then
current Death Benefit when the deduction is taken.  For Option 2, each deduction
is 0.50% of the then  current  Death  Benefit when the  deduction  is taken.  No
charge applies after the Annuity Date.

We deduct the charge:

1.   on each anniversary of the Issue Date;
2.   when  Account  Value is  transferred  to our general  account  prior to the
     Annuity Date;
3.   if you surrender your Annuity; and
4.   if you choose to terminate the benefit.

If you  surrender  the Annuity,  elect to begin  receiving  Annuity  payments or
terminate the benefit on a date other than an anniversary of the Issue Date, the
charge will be prorated.  During the first year after the Issue Date, the charge
would be prorated  from the Issue Date.  In all  subsequent  years,  it would be
prorated from the last anniversary of the Issue Date.

We first deduct the amount of the charge  pro-rata from the Account Value in the
variable  investment  options. We only deduct the charge pro-rata from the Fixed
Allocations  to the extent there is  insufficient  Account Value in the variable
investment  options  to pay the  charge.  If your  Annuity's  Account  Value  is
insufficient to pay the charge,  we may deduct your remaining  Account Value and
terminate your Annuity. We will notify you if your Account Value is insufficient
to pay the  charge  and allow you to submit an  additional  Purchase  Payment to
continue your Annuity.

Are there any exceptions to these rules for paying the Death Benefit?
Yes,  there are  exceptions  that  apply no matter  how your  Death  Benefit  is
calculated.  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.  Any minimum  Death
Benefit that applies will be suspended for a two-year period from the date he or
she first became Owner or  Annuitant.  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.  The Account Value
includes any additional amounts we applied to your Purchase Payments that we are
entitled to recover upon surrender of your Annuity. 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, the Annual  Maintenance Fee and any additional  amounts we
applied to your Purchase Payments that we are entitled to recover upon surrender
of your  Annuity.  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.  The  Interim  Value does not include the impact of any Market
Value  Adjustment.  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.

Transactions in Rydex  Sub-accounts:  Any financial  transactions  involving the
Rydex  Sub-accounts  must be received by us no later than 3:00 p.m. Eastern time
to be  processed  on the current  Valuation  Day.  If you request a  transaction
involving the purchase or  redemption of Units in one of the Rydex  Sub-accounts
after 3:00 p.m. Eastern time, we will deem your request as received by us on the
next Valuation Day.

Tax Considerations

WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?
Following is a brief summary of some of the Federal tax considerations  relating
to this Annuity.  However,  since the tax laws are complex and tax  consequences
are   affected  by  your   individual   circumstances,   this   summary  of  our
interpretation   of  the   relevant  tax  laws  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 ARE AMERICAN SKANDIA AND THE SEPARATE ACCOUNTS 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 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. Taxation of
the Annuity will depend in large part on:

1.   whether the Annuity is used by:

|X|  a  qualified   pension  plan,  profit  sharing  plan  or  other  retirement
     arrangement  that is  eligible  for special  treatment  under the Code (for
     purposes of this discussion, a "Qualified Contract"); OR
|X|  an individual or a  corporation,  trust or  partnership  (a  "Non-qualified
     Contract"); and

2.   whether the Owner is:

|X|  an individual person or persons; or

|X|  an entity including a corporation, trust or partnership.

Individual  Ownership:  If one or more individuals own an Annuity,  the Owner of
the Annuity is  generally  not taxed on any increase in the value of the 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 and is not a Qualified
Contract, generally the Owner of the Annuity must currently include any increase
in the value of the Annuity during a tax year in its gross income.  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  taxable  in the  year  it is
received.  The amount of any distribution treated as a return of the "investment
in the contract" is not includible in gross income.

|X|  "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).

|X|  "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"  that were 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" or non-deductible  contributions have been made to
     a Qualified  Contract,  the  "investment  in the  contract" for a Qualified
     Contract will be considered zero for tax reporting purposes.

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." The investment in the contract is
excluded from gross income.  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:  Generally,  any distribution from an annuity not
used in conjunction with a Qualified Contract (Qualified Contracts are discussed
below) is subject to a penalty  equal to 10% of the amount  includible  in gross
income. This penalty does not apply to certain distributions, including:

|X| Distributions made on or after the taxpayer has attained age 59 1/2;
|X|  Distributions  made on or after the death of the contract owner, or, if the
     owner is an entity, the death of the annuitant,;
|X|  Distributions attributable to the taxpayer's becoming disabled;
|X|  Distributions  which are part of a 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); 
|X|  Distributions of amounts which are treated as "investments in the contract"
     made prior to August 14, 1982;
|X|  Payments under an immediate annuity as defined in the Code;
|X|  Distributions under a qualified funding asset under Code Section 130(d); or
|X|  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 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 contracts 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  from any one
contract  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 guidance 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":  (also known
as "72(t)  distributions")  Any modification to a program of distributions which
are part of a series of substantially  equal periodic payments that occur before
the later of the taxpayer  reaching age 59 1/2 or 5 years from the first of such
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. 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.

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 a contract 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.  It is unclear whether
the exception to the 10% penalty applies to annuity  payments where the purchase
payment  originates from a deferred annuity contract  established as a result of
an  exchange  if:  (a)  purchase  payments  for  the  exchanged   contract  were
contributed  or are  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|  Lastly, from the remaining "investment in the contract."

Therefore,  to the extent a distribution is equal to or 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 intended
to be complete discussions. 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.  The terms and conditions of the  tax-qualified  retirement  plan may
impose other  limitations and restrictions  that are in addition to 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 offer all of its annuities to
all of 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.

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

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

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

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  to  establish  an IRA  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 Federal income and penalty taxes.

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.

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

HOW ARE DISTRIBUTIONS FROM QUALIFIED CONTRACTS TAXED?
Distributions  from Qualified  Contracts 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  a  distribution
representing any investment gain on the after-tax  contributions.  Generally,  a
10%  penalty  tax  applies  to the  taxable  portion  of a  distribution  from a
Qualified  Contract made prior to age 59 1/2. However,  the 10% penalty tax does
not apply when the distribution:

|X|  is part of a properly  executed transfer to another IRA or another eligible
     qualified account;
|X|  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);
|X|  is part of a series 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;
|X|  is subsequent to a separation  from service after the taxpayer  attains age
     55*;
|X|  does not exceed the  employee's  allowable  deduction  in that tax year for
     medical care*; and
|X|  is made to an alternate  payee pursuant to a qualified  domestic  relations
     order*.

The exceptions above which are followed by an asterisk (*) do not apply to IRAs.

Minimum Distributions after age 70 1/2: A participant's  interest in a Qualified
Contract  must  generally be  distributed,  or begin to be  distributed,  by the
"required  beginning date". This is 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  retirement  option is not available to
     IRAs.

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 or the life  expectancies of the owner
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  deceased  owner would have  attained age 70 1/2. A surviving
spouse  would  also have the option to assume the IRA as his or her own if he or
she is the sole designated beneficiary. 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 Qualified Contracts, may
be subject to automatic 20% withholding for Federal income taxes.  This will not
apply to:

|X|  any portion of a distribution paid as Minimum Distributions;
|X|  direct transfers to the trustee of another retirement plan;
|X|  distributions   from  an  individual   retirement   account  or  individual
     retirement annuity;
|X|  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
|X|  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
on or after  the  assignment  or  pledge of an  entire  annuity  and 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 as  Qualified
Contracts,  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 someone 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 ("American Skandia") is a stock life
insurance  company  domiciled in Connecticut  with licenses in all 50 states and
the District of  Columbia.  American  Skandia is a  wholly-owned  subsidiary  of
American Skandia Investment Holding  Corporation (the "Parent"),  whose ultimate
parent is Skandia  Insurance  Company Ltd., a Swedish company.  American Skandia
markets  its  products  to  broker-dealers  and  financial  planners  through an
internal field marketing  staff. In addition,  American  Skandia markets through
and in conjunction with financial  institutions such as banks that are permitted
directly, or through affiliates, to sell annuities.

American  Skandia is in the  business of issuing  variable  annuity and variable
life  insurance  contracts.  American  Skandia  currently  offers the  following
products:  (a) flexible  premium  deferred  annuities  and single  premium fixed
deferred  annuities  that are  registered  with the SEC; (b) certain other fixed
deferred  annuities  that are not  registered  with the SEC;  (c) certain  group
variable  annuities that are exempt from registration with the SEC that serve as
funding  vehicles  for various  types of  qualified  pension and profit  sharing
plans;  (d) a single premium  variable life insurance  policy that is registered
with  the  SEC;  and  (e) a  flexible  premium  life  insurance  policy  that is
registered with the SEC.

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

Separate Account B
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.  The name of each Sub-account generally corresponds to the name of
the  underlying  Portfolio.  The  names  of each  Sub-account  are  shown in the
Statement of Additional  Information.  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 Investment  Company Act
of 1940 ("Investment  Company 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. 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 the
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  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.

We may advertise the performance of the underlying mutual fund portfolios in the
form of "Standard" and  "Non-standard"  Total Returns.  "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  Total  Return"  figures  may also be used that do not reflect all
fees and charges.  Non-standard  Total Returns are calculated in the same manner
as standardized returns except that the calculations may assume no redemption at
the  end of the  applicable  periods,  thus  these  figures  may not  take  into
consideration the Annuity's  contingent  deferred sales charge.  Any performance
advertisements will not reflect the impact of any Target Value Credits.

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 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 Exchange Act 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 "Securities  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 SEC such indemnification is against
public policy as expressed in the Securities 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.

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS
Our executive officers, directors and certain significant employees, their ages,
positions with us and principal occupations are indicated below. The immediately
preceding  work  experience is provided for officers that have not been employed
by us or an affiliate for at least five years as of the date of this Prospectus.

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

Robert M. Arena                                               Vice President,                                        Vice President,
30                                                            Director of Product                    Director of Product Management:
                                                              Management                                       American Skandia Life
                                                                                                               Assurance Corporation

Mr. Arena joined us in 1995. He previously held an internship position with KPMG
Peat  Marwick in 1994 and the position of Group Sales  Representative  with Paul
Revere Insurance from October, 1990 to August, 1993.

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

Nancy F. Brunetti                                             Executive Vice President                     Executive Vice President,
36                                                            Director (since February, 1996)               Chief Logistics Officer:
                                                                                                               American Skandia Life
                                                                                                               Assurance 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)

Y.K. Chan                                                     Senior Vice President and                    Senior Vice President and
41                                                            Chief Information Officer                   Chief Information Officer:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Chan joined us in 1999. He previously held the position of Chief Information
Officer  with E.M.  Warburg  Pincus from  January  1995 until April 1999 and the
position of Vice President,  Client Server Application  Development from January
1991 until January 1995.

Lincoln R. Collins                                            Executive Vice President                     Executive Vice President,
37                                                            Director (since February, 1996)                Chief Operating Officer
                                                                                                               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


Larisa Gromyko                                                Director of Compliance                         Director of Compliance:
52                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Teresa Grove                                                  Vice President,                                        Vice President,
44                                                            Service Operations                                 Service Operations:
                                                                                                        American Skandia Information
                                                                                                 Services and Technology Corporation

Ms.  Grove  joined us in 1996.  She  previously  held the  position  of  Account
Services  Manager with  Twentieth  Century from January,  1992 until  September,
1996.

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                                               Senior Vice President,                          Senior Vice President,
36                                                            Treasurer and                                            Treasurer and
                                                              Corporate Controller                             Corporate Controller:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

Polly Rae                                                     Vice President                                         Vice President,
36                                                            Key Account Operations                         Key Account Operations:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

Anders O. Soderstrom                                          Executive Vice President                     Executive Vice President:
38                                                            Director (since September, 1994)                 American Skandia Life
                                                                                                               Assurance Corporation

William H. Strong                                             Vice President,                                        Vice President,
55                                                            Product Innovation                                  Product Innovation
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Strong joined us in 1997. He previously  held the position of Vice President
with American  Financial Systems from June 1994 to October 1997 and the position
of Actuary with Connecticut Mutual Life from June 1965 to June 1994.

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.

Mary Toumpas                                                  Director of Advertising Compliance                  Vice President and
47                                                                                                              Compliance Director:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Ms. Toumpas  joined us in 1997.  She  previously  held the position of Assistant
Vice President with Chubb Life/Chubb Securities.

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.


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



CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
The following are the contents of the Statement of Additional Information:

General Information about American Skandia
|X|  American Skandia Life Assurance Corporation
|X|  American  Skandia Life Assurance  Corporation  Variable  Account B (Class 1
     Sub-accounts)
|X|  American Skandia Life Assurance Corporation Separate Account D

Principal Underwriter/Distributor - American Skandia Marketing, Incorporated

How Performance Data is Calculated

|X|  Current and Effective Yield
|X|  Total Return

How the Unit Price is Determined

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

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

Independent Auditors

Legal Experts

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

<PAGE>
            Appendix A - Financial Information About American Skandia

<PAGE>

         Selected Financial Data

         The following table  summarizes  information  with respect to the
         operations of the Company.  The selected financial data should be
         read in conjunction  with the financial  statements and the notes
         thereto  and Management's  Discussion  and  Analysis of
         Financial Condition and Results of Operations.

<TABLE>
<CAPTION>

         (in thousands)                                             FOR THE YEAR ENDED DECEMBER 31,                   
                                           --------------------------------------------------------------------------
<S>                                              <C>               <C>            <C>            <C>             <C> 
                                                 1998              1997           1996           1995            1994
                                                 ----              ----           ----           ----            ----
               Income Statement Data:
               Revenues:
               Annuity and life insurance
                  charges and fees*        $     186,211    $     121,158   $     69,780     $    38,837   $    24,780
               Fee income                         50,839           27,593         16,420           6,206         2,112
               Net investment income              11,130            8,181          1,586           1,601         1,300
               Premium income and
                   other revenues                  1,360            1,082            265              45            92
                                           -------------    -------------   ------------     -----------   -----------

               Total revenues              $     249,540    $     158,014   $     88,051     $    46,689   $    28,284
                                           =============    =============   ============     ===========   ===========

               Benefits and Expenses:
               Annuity benefits            $         558    $       2,033   $        613     $       555   $       370
               Change in annuity policy reserves   1,053               37            635          (6,779)        5,766
               Cost of minimum death benefit
                   reinsurance                     5,144            4,545          2,867           2,057         -
               Return credited to contractowners  (8,930)          (2,018)           673          10,613          (517)
               Underwriting, acquisition and
                   other insurance expenses      167,790           90,496         49,887          35,914        18,943
               Interest expense                   41,004           24,895         10,791           6,500         3,616
                                           -------------    -------------   ------------    ------------  ------------
               Total benefits and expenses $     206,619    $     119,988   $     65,466    $     48,860  $     28,178
                                           =============    =============   ============    ============  ============

               Income tax expense (benefit)$       8,154    $      10,478   $     (4,038)   $        397  $        247
                                           =============    =============   ============    ============  ============

               Net income (loss)           $      34,767    $      27,548   $     26,623    $     (2,568) $       (141)
                                           =============    =============   ============    ============  ============

               Balance Sheet Data:
               Total Assets                $  18,848,273    $  12,894,290   $  8,268,696    $  4,956,018  $  2,824,311     
                                           =============    =============   ============    ============  ============
               Future fees payable
                   to parent               $     368,978    $     233,034   $     47,112    $         -   $         - 
                                           =============    =============   ============    ============  ============
               Surplus Notes               $     193,000    $     213,000   $    213,000    $    103,000  $     69,000
                                           =============    =============   ============    ============  ============

               Shareholder's  Equity       $     250,417    $     184,421   $    126,345    $     59,713  $     52,206
                                           =============    =============   ============    ============  ============
</TABLE>

               * On annuity and life insurance sales of $4,159,662, $3,697,990,
                 $2,795,114, $1,628,486, and $1,372,874, during the years ended
                 December 31, 1998,  1997, 1996, 1995, and 1994, respectively,
                 with contractowner  assets under management of $17,854,761, 
                 $12,119,191, $7,764,891, $4,704,044, and $2,661,161  as of 
                 December 31,  1998,  1997,  1996,  1995 and 1994, respectively.




<PAGE>


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

         American Skandia Life Assurance  Corporation (the "Company") is a
         stock  life  insurance  company  domiciled  in  Connecticut  with
         licenses in all 50 states.  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 is  primarily  in the  business of issuing  long-term
         savings  and  retirement  products  to  individuals,  groups  and
         qualified  pension plans.  Since its business  inception in 1988,
         the Company has offered a wide array of annuities,  including: a)
         certain   deferred   annuities  that  are  registered   with  the
         Securities and Exchange Commission,  including variable annuities
         and fixed  interest  rate  annuities  that include a market value
         adjustment  feature;  b) certain other fixed  deferred  annuities
         that  are  not  registered   with  the  Securities  and  Exchange
         Commission;  c) non-registered  group variable annuities designed
         as funding  vehicles for various  types of  qualified  retirement
         plans; and d) fixed and adjustable immediate annuities.

         In April 1998,  the Company began  offering a term life insurance
         product in support of an affiliate's mutual fund products. In May
         1998,  the  Company  launched  a  single  premium  variable  life
         insurance  product.  In January  1999,  the Company  launched its
         second  variable life  product,  which was designed as a flexible
         premium product.

         The  Company  markets  its  products  to  independent   financial
         planners and  broker-dealers  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 and
         life insurance.

         The Company has a 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.  Skandia Vida,
         S.A.  de C.V had total  shareholder's  equity of  $4,724,000  and
         $1,509,000 as of December 31, 1998,  and 1997,  respectively  and
         has generated net losses of  $2,514,000,  $1,438,000 and $781,000
         for  the  years  ended   December  31,   1998,   1997  and  1996,
         respectively.

         RESULTS OF OPERATIONS

         Annuity and life  insurance  sales  increased 12%, 32% and 72% in
         1998, 1997 and 1996, respectively.  The Company continues to show
         significant  growth in sales  volume and  ranked  6th  highest in
         variable  annuity  sales during  1998,  according to the Variable
         Annuity  Research and Data  Service.  The  Company's  growth is a
         result  of  innovative  product   development   activities,   the
         recruitment  and retention of top  producers,  and the success of
         its highly rated customer service teams.

         The Company  offers and sells a wide range of deferred  annuities
         and variable life  insurance  through  three  focused  marketing,
         sales and service teams.  Each team specializes in addressing one
         of the Company's  primary  distribution  channels:  (a) financial
         planning firms; (b) broker-dealers  that generally are members of
         the New York Stock Exchange,  including  "wirehouse" and regional
         broker-dealer firms; and (c) broker-dealers affiliated with banks
         or which  specialize  in marketing  to  customers  of banks.  The
         Company also offers a number of specialized  products distributed
         by select,  large  distributors.  There has been continued growth
         and success in expanding the number of selling  agreements in the
         primary  distribution  channels.  There has also  been  increased
         success  in  enhancing  the  relationships  with  the  registered
         representatives/insurance agents of all the selling firms.


<PAGE>


         Total  assets  grew  46%,  56% and 66% in 1998,  1997  and  1996,
         respectively.  These  increases  were  a  direct  result  of  the
         substantial  sales  volume  and  market  growth  of the  separate
         account assets.  The sales and market growth also drove increases
         in  deferred  acquisition  costs,  as  well  as,  fixed  maturity
         investments,  in support  of the  Company's  risk  based  capital
         requirements.  Liabilities  grew 46%, 56%, and 65% in 1998,  1997
         and 1996, respectively,  as a result of the reserves required for
         the increased  sales  activity along with the sale of future fees
         and charges during these periods.  These sales of future fees and
         charges to the Parent are needed to fund the acquisition costs of
         the Company's variable annuity and life insurance business.

         The  Company  generated  net  income  after  tax  of  $34,767,000
         $27,548,000 and $26,623,000 in 1998, 1997 and 1996, respectively.
         The Company benefited in each of the past three years from strong
         sales  growth  and  favorable  market  conditions.  In 1996,  the
         Company also  benefited  from the  recognition of the reversal of
         the deferred tax valuation  allowance.  Assets under  management,
         from  which the  Company  derives a  significant  portion  of its
         revenues  grew  47%,  56%  and  65%  in  1998,   1997  and  1996,
         respectively.

         REVENUES

         As a result of the  significant  growth in sales and assets under
         management,  contractowner  fees and charges  and fees  generated
         from transfer agency-type  activities increased dramatically over
         the past three years:

         (annual percentage growth)        1998       1997       1996
                                           ----       ----       ----

         Annuity and life insurance
           fees and charges                 54%        74%        80%
                                           ====       ====       ====

         Transfer agency fee income         84%        68%       165%
                                           ====       ====       ====

         Net  investment  income  increased 36% and 416% in 1998 and 1997,
         respectively, and decreased slightly in 1996. The majority of the
         income was generated from the bond holdings, which were increased
         in 1998 and 1997 to meet risk based capital goals, which in turn,
         have increased as a result of the growth in business.

         Premium income  represents  premiums earned on sales of immediate
         annuities with life contingencies,  supplementary  contracts with
         life contingencies and certain life insurance products.  Sales of
         these ancillary  products decreased slightly in 1998 and 1996 and
         increased in 1997.

         BENEFITS

         Annuity benefits and the change in annuity policy reserves relate
         to annuity contracts with mortality risks,  these being immediate
         annuity  contracts  with  life  contingencies  and  supplementary
         contracts  with  life  contingencies.  Due  to the  age of  these
         policies  in  force  and the  relative  insignificance  of  these
         products  to  the  Company's   overall   portfolio  of  products,
         fluctuations in these benefits were of marginal importance to the
         Company's total operations.

         The  Company  reinsures  the  guaranteed  minimum  death  benefit
         exposure on most of the  variable  annuity  contracts.  The costs
         (minimum guaranteed premium per reinsurance contracts) associated
         with  reinsuring  the  guaranteed  minimum death benefit  reserve
         exceeded  the  change in the  guaranteed  minimum  death  benefit
         reserve during 1998,  1997 and 1996.  This cost increased in each
         of the past three years by 13%, 59% and 39%, respectively.

         Return credited to contractowners  includes primarily revenues on
         the  variable and market value  adjusted  annuities  and variable
         life  insurance,  offset by the  benefit  payments  and change in
         reserves  required on this business.  The 1998 return credited to
         contractowners in the amount of ($8,930,000)  represented  higher
         than expected Separate Account  investment  returns on the market
         value adjusted  contracts in support of the benefits and required
         reserves.


<PAGE>


         The 1997  return  credited  to  contractowners  in the  amount of
         ($2,018,000)  represents  a  break-even  year  for the  Company's
         market value adjusted  product line. The 1996 return  credited to
         contractowners  in the amount of $673,000  represents a favorable
         investment return on the market value adjusted contracts relating
         to the benefits and  required  reserves,  offset by the effect of
         bond market  fluctuations  on December  31, 1996 in the amount of
         $1,800,000.  While  the  assets  relating  to  the  market  value
         adjusted  contracts reflect the market interest rate fluctuations
         which occurred on December 31, 1996, the liabilities are based on
         the  interest  rates set for new  contracts  which are  generally
         based on the prior day's interest rates. During the first week of
         January 1997,  interest rates were established for new contracts,
         thereby  bringing  the  liabilities  relating to the market value
         adjusted contracts in line with the related assets. Consequently,
         the gain realized in 1997 was a result of this liability shift.

         EXPENSES

         Underwriting,  acquisition and other insurance expenses for 1998,
         1997 and 1996 were as follows:

         (in thousands)                       1998       1997       1996
                                              ----       ----       ----

         Commissions                       $ 224,916  $ 186,920  $ 140,459
         General expenses                    117,678     94,640     63,375
         Net capitalization of 
           deferred acquisition costs       (174,804)  (191,064)  (153,947)
                                           ---------  ---------  ---------

         Underwriting, acquisition and 
           other insurance expenses        $ 167,790  $  90,496  $  49,887
                                           =========  =========  ========= 

         Commissions  increased with the growth in sales. General expenses
         increased  with the  growth in sales,  along  with start up costs
         associated  with the Company's entry into variable life insurance
         and  qualified   plans.  The  net   capitalization   of  deferred
         acquisition  costs  decreased  in 1998 as a result  of  increased
         amortization.

         Interest   expense   increased   $16,109,000,   $14,104,000   and
         $4,291,000 in 1998, 1997 and 1996,  respectively,  as a result of
         additional financing transactions, which consisted of the sale of
         future  fees to the Parent  ("securitization  transactions").  In
         addition,  the Company had  outstanding  surplus  notes  totaling
         $213,000,000 throughout 1998 ($20,000,000 was retired on December
         31, 1998). Surplus notes as of December 31, 1998 and 1997 totaled
         $193,000,000 and $213,000,000, respectively.

         The effective  income tax rates for the years ended  December 31,
         1998,  1997 and 1996 were 19%, 28% and (18%),  respectively.  The
         effective  rate is lower  than the  corporate  rate of 35% due to
         permanent  differences,  with the most significant item being the
         dividend received deduction. Additionally,  the Company released 
         a deferred tax valuation allowance of $9,325,000 in 1996.

         LIQUIDITY AND CAPITAL RESOURCES

         ASLAC's  liquidity  requirement  was met by cash  from  insurance
         operations, investment activities, borrowings from its Parent and
         sale of rights to future fees and charges to its Parent.

         Approximately  97% of 1998  sales  (94% in 1997  and  1996)  were
         variable annuity and life insurance products, most of which carry
         a contingent deferred sales charge. This type of product causes a
         temporary  cash strain in that 100% of the  proceeds are invested
         in separate  accounts  supporting the product leaving a cash (but
         not capital)  strain caused by the  acquisition  cost for the new
         business.  This cash strain  required  the Company to look beyond
         the cash made available by insurance  operations and  investments
         of the Company to financing in the form of surplus notes, capital
         contributions,  the sale of  certain  rights to  future  fees and
         modified coinsurance arrangements.


<PAGE>


         - During 1996, the Company issued  $110,000,000 of surplus notes to
           its Parent.

         - During   December  1998  and  1997,  the  Company   received
           $2,600,000 and $27,700,000, respectively, from its Parent to
           support the capital needs of its U.S.  operations during the
           current  year along with the  following  year's  anticipated
           growth in business.

         - Funds received from new securitization transactions amounted to 
           $169,881,000, $194,512,000 and $50,221,000 for 1998, 1997
           and 1996, respectively.

         - During  1998,  1997  and  1996,  the  Company  extended  its
           reinsurance  agreements  (which were initiated in 1993, 1994
           and  1995).   The   reinsurance   agreements   are  modified
           coinsurance  arrangements  where the reinsurer shares in the
           experience of a specific book of business.

         The  Company   expects  the  continued  use  of  reinsurance  and
         securitization  transactions to fund the cash strain  anticipated
         from the acquisition costs on the coming years' sales volume.

         As of  December  31,  1998 and  1997,  shareholder's  equity  was
         $250,417,000 and $184,421,000,  respectively.  The increases were
         driven by the previously mentioned capital contributions received
         from the Parent and net income from operations.

         ASLAC has  long-term  surplus  notes and a short-term  borrowings
         with its Parent. No dividends have been paid to its Parent.

         The  National  Association  of Insurance  Commissioners  ("NAIC")
         requires  insurance  companies  to report  information  regarding
         minimum   Risk  Based   Capital   ("RBC")   requirements.   These
         requirements  are  intended  to  allow  insurance  regulators  to
         identify companies which may need regulatory  attention.  The RBC
         model law requires that insurance companies apply various factors
         to asset,  premium and reserve items,  all of which have inherent
         risks. The formula includes components for asset risk,  insurance
         risk,  interest risk and business  risk. The Company has complied
         with the NAIC's RBC reporting requirements and has total adjusted
         capital well above required capital.

         YEAR 2000 COMPLIANCE

         The Company is continuing its ongoing assessment of the potential
         impact of the Year 2000 issue on various aspects of its business.
         The  Company's  computer  support is provided  by its  affiliate,
         American Skandia Information Services and Technology Corporation,
         which also  provides  such support for the  Company's  affiliated
         broker-dealer,  American Skandia Marketing,  Incorporated and the
         Company's  affiliated  investment advisory firm, American Skandia
         Investment Services,  Incorporated.  Because of the nature of the
         Company's business, any assessment of the potential impact of the
         Year 2000  issues on the  Company  must be an  assessment  of the
         potential  impact of these issues on all these  companies,  which
         are referred to below as "American Skandia".

         Business Partners

         Management  believes  the area where the Company  is  most  vulnerable
         to Year 2000 issues is in its interfaces with computer systems of 
         investment managers, sub-advisors,  third  party  administrators,  
         vendors and other business partners.  The inability to properly  
         recognize date sensitive electronic information and transfer data 
         between systems could cause errors or even a complete systems failure
         which  would   result  in  a  temporary   inability   to  process
         transactions correctly or engage in normal business activities.

         The  American  Skandia  deferred  annuity  operational   business
         partners  report  that all  critical  interfaces  are  Year  2000
         compliant.  All investment managers and sub-advisors are required
         by the  Securities and Exchange  Commission to publicly  disclose
         their Year 2000 status in December 1998 and June 1999.


<PAGE>


         American Skandia has initiated formal communications with parties
         that provide third party administration, record keeping and trust
         services in  connection  with its life  insurance  and  qualified
         retirement  plan  annuities  business.   Management  has  already
         received several written assurances that these firms will be Year
         2000 compliant.  The Company expects to have  certifications from
         all remaining parties by July 1999. American Skandia is currently
         developing  contingency plans in the event that these targets are
         not met.

         Information Technology Systems

         American  Skandia is a relatively  young company whose internally
         developed  systems were  designed  from the start with four digit
         year  codes.   The  Company   engaged  an  external   information
         technology  specialist  to review  American  Skandia's  operating
         systems and  internally  developed  software.  The assessment was
         completed  in  December  1997  and the  results  were  favorable.
         Specific modifications were suggested,  evaluated and implemented
         for the annuity administration system. This project was completed
         during 1998 and a certificate  of compliance  has been  received.
         Other  non-critical  internally  developed  applications  in  the
         client/server area have already been or will be remediated during
         1999.  The  costs  associated  with  this  aspect  of  Year  2000
         compliance  have  not  had,  and  are not  expected  to  have,  a
         significant impact on the Company's results from operations.

         Suppliers and Non-Information Technology Systems

         Like most companies,  American Skandia is reliant on network, and
         desktop  operating  systems  and  software  providers  to release
         compliant   versions  of  their  respective   systems.   American
         Skandia's  network  is  currently  at the  most  compliant  level
         available.  The standard  desktop  software will be replaced,  as
         fully  compliant  versions  become  available.  In addition,  the
         Company  is in the  process  of  contacting  the  non-information
         systems   vendors  and  suppliers   regarding   their  Year  2000
         compliance   status  and  will   factor  the   results  of  these
         assessments into its contingency plans.

         Management  believes  it has an  effective  program  in  place to
         resolve the Year 2000 issue in a timely manner.  However,  should
         errors or  disruptions  in computer  service  occur,  the Company
         could realize  losses.  Given the nature and  uncertainty of such
         losses, the amounts cannot be reasonably determined.



<PAGE>


         Quantitative and Qualitative Disclosures About Market Risk

         Interest Rate Sensitivity

         At December  31, 1998,  the Company  held in its general  account
         $149,484,000 of fixed maturity  investments that are sensitive to
         changes in interest rates.  These  securities are held in support
         of the Company's  fixed  immediate  annuities  and  supplementary
         contracts  ($23,699,000  in reserves at December 31, 1998) and in
         support of the Company's target solvency capital. With respect to
         the insurance contracts, interest rate risk is managed through an
         asset/liability  matching  program  which takes into  account the
         risk  variables  of the  insurance  liabilities  supported by the
         assets.  In addition,  the Company has a conservative  investment
         philosophy, with all investments being investment grade corporate
         securities, government agency or U.S. government securities.

         In addition,  the Company's  deferred  annuity  products  offer a
         fixed option that subjects the Company to interest rate risk. The
         fixed option  guarantees a fixed rate of interest for a period of
         time selected by the contract  holder  (options  available  range
         from 1 to 10 years).  Withdrawal  of funds  before the end of the
         guarantee  period  subjects the contract holder to a market value
         adjustment  ("MVA"). In the event of rising interest rates, which
         make the fixed maturity securities  underlying the guarantee less
         valuable,  the market value adjustment could be negative.  In the
         event of falling  interest  rates,  which make the fixed maturity
         securities  underlying the guarantee  more  valuable,  the market
         value  adjustment  could be positive.  Should these  contracts be
         surrendered  early, this increase or decrease in fair value would
         be  substantially  offset through the  application of the MVA and
         its effect on contractholders  choosing to withdraw.  The risk to
         the Company on these contracts relates to the ability to reinvest
         proceeds  from  interest  payments  and other  activity  over the
         guarantee  term at interest  rates required to meet interest rate
         guarantees and the risk of default.  This risk is managed through
         an  asset/liability  matching program.  At December 31, 1998, the
         Company had $613,057,000 of contracts subject to MVA.

         Equity Market Exposure

         The Company has a small portfolio of equity  investments;  mutual
         funds  which  are  held in  support  of a  deferred  compensation
         program. In the event of a decline in market values of underlying
         securities, the value of the portfolio would decline, however the
         accrued benefits payable under the related deferred  compensation
         program would decline by a corresponding amount.

         The primary  equity  market  risk to the  Company  comes from the
         nature of the variable annuity and variable life products sold by
         ASLAC. Various fees and charges earned by ASLAC are substantially
         derived  as a  percentage  of the  market  value of assets  under
         management.  In a market  decline,  this income would be reduced.
         This could be further compounded by customer withdrawals,  net of
         applicable   surrender  charge  revenues,   partially  offset  by
         transfers to the fixed option  discussed  above. A 10% decline in
         the market value of the assets under  management  at December 31,
         1998,  sustained  throughout  1999, would result in a $28,000,000
         drop in related fee income.

         In  addition,  it is not clear  what the  impact  of a  prolonged
         downturn  in the equity  markets  would  have on  ongoing  sales.
         Customer's  perceptions of a downturn in equity  markets  coupled
         with  rising  interest  rates  could  move  them  into  financial
         products other than variable annuities or variable life; however,
         the Company's  products might remain  attractive to purchasers in
         relation to other  long-term  savings  vehicles even after such a
         decline.


<PAGE>



                  AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF
                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION



<PAGE>





                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholder of
    American Skandia Life Assurance Corporation
Shelton, Connecticut

We have audited the consolidated statements of financial  condition of American
Skandia  Life  Assurance  Corporation (the  "Company"  which is a  wholly-owned
subsidiary of Skandia Insurance Company Ltd.) as of December 31, 1998 and 1997,
and the related consolidated  statements of income,  shareholder's  equity, and
cash flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles  used and  significant estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly,  in all  material respects,  the  consolidated  financial  position  of
American Skandia Life Assurance  Corporation at December 31, 1998 and 1997, and
the  consolidated  results of its operations  and cash flows for the years then
ended in conformity with generally accepted accounting principles.




/s/ Ernst & Young, LLP
- ----------------------
Hartford, Connecticut

February 20, 1999



<PAGE>







INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholder of
     American Skandia Life Assurance Corporation
Shelton, Connecticut


We  have  audited  the accompanying   consolidated  statements  of  operations,
shareholder's  equity, and  cash  flows  of  American  Skandia  Life  Assurance
Corporation and  subsidiary (a  wholly-owned  subsidiary  of Skandia  Insurance
Company Ltd.) for the year ended December 31, 1996. These consolidated financial
statements  are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial   statements  are  free  of  material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated  financial  statements present fairly, in all
material respects,  the  consolidated  results of operations  and cash flows of
American Skandia Life Assurance  Corporation  and subsidiary for the year ended
December 31, 1996 in conformity with generally accepted accounting principles.


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


March 10, 1997



<PAGE>


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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (in thousands)

                                                        AS OF DECEMBER 31,
                                                      1998             1997
                                                   ----------       ----------

ASSETS

Investments:
   Fixed maturities - at amortized cost          $     8,289      $     9,367
   Fixed maturities - at fair value                  141,195          108,323 
   Investment in mutual funds - at fair value          8,210            6,711 
   Policy loans                                          569              687 
                                                  ----------      -----------

      Total investments                              158,263          125,088 

Cash and cash equivalents                             77,525           81,974 
Accrued investment income                              2,880            2,442 
Fixed assets                                             328              356 
Deferred acquisition costs                           721,507          546,703 
Reinsurance receivable                                 4,191            6,343 
Receivable from affiliates                             1,161            1,911 
Income tax receivable - current                           -             1,048 
Income tax receivable - deferred                      38,861           26,174 
State insurance licenses                               4,413            4,563 
Other assets                                           3,744            2,524 
Separate account assets                           17,835,400       12,095,164 
                                                  ----------       ----------

      Total assets                               $18,848,273      $12,894,290
                                                 ===========      ===========

LIABILITIES AND SHAREHOLDER'S EQUITY

Liabilities:
   Reserve for future contractowner benefits     $    37,508      $    43,204 
   Policy reserves                                    25,545           24,415 
   Drafts outstanding                                 28,941           19,278 
   Accounts payable and accrued expenses              91,827           71,190 
   Income tax payable                                  6,657               - 
   Payable to affiliates                                  -               584 
   Future fees payable to parent                     368,978          233,034 
   Short-term borrowing                               10,000           10,000 
   Surplus notes                                     193,000          213,000 
   Separate account liabilities                   17,835,400       12,095,164 
                                                  ----------       ----------

      Total liabilities                           18,597,856       12,709,869 
                                                  ----------       ----------

Shareholders Equity:
   Common stock, $80 par, 25,000 shares
     authorized, issued and outstanding                2,000            2,000 
   Additional paid-in capital                        179,889          151,527 
   Retained earnings                                  64,993           30,226 
   Accumulated other comprehensive income              3,535              668 
                                                  ----------       ----------

      Total shareholder's equity                     250,417          184,421 
                                                  ----------       ----------

    Total liabilities and shareholder's equity   $18,848,273      $12,894,290
                                                 ===========      ===========




                 See notes to consolidated financial statements.


<PAGE>


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

                        CONSOLIDATED STATEMENTS OF INCOME
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                        FOR THE YEAR ENDED DECEMBER 31,
<S>                                                         <C>                      <C>                     <C> 
                                                            1998                     1997                    1996
                                                         ------------            -------------           ------------
REVENUES

Annuity and life insurance charges and fees                $186,211                $121,158                $69,780 
Fee income                                                   50,839                  27,593                 16,420 
Net investment income                                        11,130                   8,181                  1,586 
Premium income                                                  874                     920                    125 
Net realized capital gains                                       99                      87                    134 
Other                                                           387                      75                      6 
                                                         ------------            -------------           ------------

     Total revenues                                         249,540                 158,014                 88,051 
                                                         ------------            -------------           ------------

BENEFITS AND EXPENSES                                                                       

Benefits:
  Annuity benefits                                              558                   2,033                    613 
  Change in annuity policy reserves                           1,053                      37                    635 
  Cost of minimum death benefit reinsurance                   5,144                   4,545                  2,867 
  Return credited to contractowners                          (8,930)                 (2,018)                   673 
                                                         ------------            -------------           ------------

                                                             (2,175)                  4,597                  4,788   
                                                         ------------            -------------           ------------
Expenses:
  Underwriting, acquisition and                                                                                    
      other insurance expenses                              167,640                  90,346                 49,737 
  Amortization of state insurance licenses                      150                     150                    150 
  Interest expense                                           41,004                  24,895                 10,791 
                                                         ------------            -------------           ------------

                                                            208,794                 115,391                 60,678 
                                                         ------------            -------------           ------------

     Total benefits and expenses                            206,619                 119,988                 65,466 
                                                         ------------            -------------           ------------

Income from operations before income taxes                   42,921                  38,026                 22,585 

     Income tax expense (benefit)                             8,154                  10,478                 (4,038)
                                                         ------------            -------------           ------------

        Net income                                          $34,767                 $27,548                $26,623 
                                                         ============            =============           ============
</TABLE>










                 See notes to consolidated financial statements.


<PAGE>


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

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                     FOR THE YEAR ENDED DECEMBER 31,
<S>                                                          <C>                   <C>                   <C> 
                                                             1998                  1997                  1996
                                                          -----------           -----------           -----------

Common stock:
      Beginning and ending balance                           $2,000              $ 2,000               $ 2,000 

Additional paid in capital:                                           
   Beginning balance                                        151,527              122,250                81,875 
      Additional contributions                               28,362               29,277                40,375 
                                                          -----------           -----------           ----------
         Ending balance                                     179,889              151,527               122,250 

Retained earnings (deficit):
   Beginning balance                                         30,226                 2,678              (23,945)
      Net income                                             34,767                27,548               26,623 
                                                          -----------           -----------           ----------
         Ending balance                                      64,993                30,226                2,678 

Accumulated other comprehensive income:
   Beginning balance                                            668                 (584)                 (217)
      Other comprehensive income                              2,867                1,252                  (367)
                                                          -----------           -----------           -----------
         Ending balance                                       3,535                  668                  (584)
                                                          -----------           -----------           -----------
            Total shareholder's equity                     $250,417              $184,421              $126,345  
                                                          ===========           ===========           ===========
</TABLE>



























                 See notes to consolidated financial statements.


<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                               FOR THE YEAR ENDED DECEMBER 31,
<S>                                                                     <C>                  <C>                  <C>   
                                                                        1998                 1997                 1996  
                                                                    ------------         ------------        ------------
Cash flow from operating activities:

  Net income                                                          $ 34,767             $ 27,548            $ 26,623 
  Adjustments to reconcile net income to net cash
    used in operating activities:
      Increase in policy reserves                                        1,130                3,176               1,852 
      Amortization of bond discount                                        101                   73                  27 
      Amortization of insurance licenses                                   150                  150                 150 
      Change in receivable from/payable to affiliates                      166               (1,321)                540 
      Change in income tax receivable/payable                            7,704               (2,172)              1,688 
      Increase in other assets                                          (1,191)                (604)               (661)
      Increase in accrued investment income                               (438)                (483)             (1,764)
      Decrease/(increase) in reinsurance receivable                      2,152                 (268)               (676)
      Increase in deferred acquisition costs, net                     (174,804)            (190,969)           (153,918)



      Increase in income tax receivable - deferred                     (14,242)              (9,631)            (16,903)
      Increase in accounts payable and accrued expenses                 20,637                5,719              32,323 
      Increase in drafts outstanding                                     9,663                6,245              13,032 
      Change in foreign currency translation, net                          (22)                 (34)                (77)
      Realized gain on sale of investments                                 (99)                 (87)               (134)
                                                                    ------------         ------------        ------------
           Net cash used in operating activities                      (114,326)            (162,658)            (97,898)
                                                                    ------------         ------------        ------------

Cash flow from investing activities:

  Purchase of fixed maturity investments                               (31,828)             (28,905)            (96,813)
  Proceeds from sale and maturity of fixed maturity investments          4,049               10,755               8,947 
  Purchase of shares in mutual funds                                    (7,158)              (5,595)             (2,160)
  Proceeds from sale of shares in mutual funds                           6,086                1,415               1,274 
  Decrease/(increase) in policy loans                                      118                 (528)               (104)
                                                                    ------------         ------------        ------------
            Net cash used in investing activities                       (28,733)             (22,858)            (88,856)
                                                                    ------------         ------------        ------------

Cash flow from financing activities:

  Capital contributions from parent                                      8,362               29,277              40,375 
  Surplus notes                                                              -                    -             110,000 
  Increase in future fees payable to Parent                            135,944              185,922              47,112 
  Net (withdrawals from)/deposits to contractowner accounts             (5,696)               6,959               5,753 
                                                                    ------------         ------------        ------------

        Net cash provided by financing activities                      138,610              222,158             203,240 
                                                                    ------------         ------------        ------------

          Net increase/(decrease) in cash and cash equivalents          (4,449)              36,642              16,486 
                                                                    ------------         ------------        ------------

          Cash and cash equivalents at beginning of year                81,974               45,332              28,846 
                                                                    ------------         ------------        ------------

            Cash and cash equivalents at end of year                  $ 77,525             $ 81,974            $ 45,332 
                                                                    ============         ============        ============

Supplemental cash flow disclosure:
  Income taxes paid                                                   $ 14,651             $ 22,308            $ 11,177 
                                                                    ============         ============        ============

  Interest paid                                                       $ 35,588             $ 16,916            $  7,095 
                                                                    ============         ============        ============
</TABLE>


                 See notes to consolidated financial statements.


<PAGE>


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

                   Notes to Consolidated Financial Statements
                                December 31, 1998


1.      ORGANIZATION AND OPERATION

        American  Skandia  Life  Assurance  Corporation  (the  "Company")  is a
        wholly-owned   subsidiary  of  American  Skandia   Investment   Holding
        Corporation (the "Parent");  whose ultimate parent is Skandia Insurance
        Company Ltd., a Swedish corporation.

        The Company develops  long-term  savings and retirement  products which
        are distributed through its affiliated broker/dealer company,  American
        Skandia Marketing,  Incorporated  ("ASM"). The Company currently issues
        variable life insurance and variable,  fixed, market value adjusted and
        immediate  annuities  for  individuals,  groups and  qualified  pension
        plans.

        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.  Skandia Vida, S.A. de C.V. had total
        shareholder's equity of $4,724,000 and $1,509,000 as of December 31,
        1998, and 1997, respectively, and has generated net losses of 
        $2,514,000, $1,438,000 and $781,000 for the years ended December 31,
        1998, 1997 and 1996, respectively.


2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        A.  Basis of Reporting

            The accompanying  consolidated  financial statements have been
            prepared in  conformity  with  generally  accepted  accounting
            principles.  Intercompany  transactions and balances have been
            eliminated in consolidation.

            Certain reclassifications have been made to prior year amounts
            to conform with the current year presentation.

        B.  New Accounting Pronouncements

            In  June  1998,  the  Financial   Accounting  Standards  Board
            ("FASB")  issued  Statement of Financial  Accounting  Standard
            ("SFAS")  133,  "Accounting  for  Derivative  Instruments  and
            Hedging   Activities,"   which   establishes   accounting  and
            reporting  standards for  derivative  instruments  and hedging
            activities.  The standard  requires  that all  derivatives  be
            carried on the balance  sheets at fair  value.  The Company is
            currently not involved in derivatives  or hedging  instruments
            as part of its investment strategy.  The Company is evaluating
            the potential  impact of a change in accounting for derivative
            instruments  embedded  in certain  products  it  issues.  This
            standard is effective for years beginning after June 15, 1999.

            In March 1998,  the American  Institute  of  Certified  Public
            Accountants   issued   Statement  of  Position  ("SOP")  98-1,
            "Accounting  for the Costs of Software  Developed  or Obtained
            for Internal  Use," which  provides  guidance for  determining
            when computer software  developed or obtained for internal use
            should  be  capitalized.  It  also  provides  guidance  on the
            amortization  of  capitalized  costs  and the  recognition  of
            impairment.  The Company is evaluating the potential impact of
            adopting  this  SOP,  which  is  effective  for  fiscal  years
            beginning after December 15, 1998.




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         C.  Investments

             The Company has classified  its fixed maturity  investments as
             either  held-to-maturity  or  available-for-sale.  Investments
             classified  as  held-to-maturity   are  investments  that  the
             Company has the ability and intent to hold to  maturity.  Such
             investments are carried at amortized cost.  Those  investments
             which are  classified  as  available-for-sale,  are carried at
             fair  value and  changes  in  unrealized  gains and losses are
             reported as a component of other comprehensive income.

             The Company has  classified  its mutual  fund  investments  as
             available-for-sale. Such investments are carried at fair value
             and changes in  unrealized  gains and losses are reported as a
             component of other comprehensive income.

             Policy loans are carried at their unpaid principal balances.

             Realized  gains and  losses on  disposal  of  investments  are
             determined  by the  specific  identification  method  and  are
             included in revenues.

         D.  Cash Equivalents

             The  Company   considers  all  highly  liquid  time  deposits,
             commercial  paper and money market mutual funds purchased with
             a maturity of three months or less to be cash equivalents.

         E.  State Insurance Licenses

             Licenses to do  business  in all states have been  capitalized
             and  reflected  at  the  purchase  price  of  $6,000,000  less
             accumulated  amortization.  The cost of the  licenses is being
             amortized over 40 years.

         F.  Fixed Assets

             Fixed assets consisting of furniture,  equipment and leasehold
             improvements   are  carried  at  cost  and  depreciated  on  a
             straight-line  basis  over a period  of  three to five  years.
             Accumulated  depreciation  amounted to $142,000 and $96,000 at
             December 31, 1998 and 1997, respectively. Depreciation expense
             for the  years  ended  December  31,  1998,  1997 and 1996 was
             $46,000 and $63,000 and $29,000, respectively.

         G.  Income Taxes

             The Company is included in the consolidated federal income tax
             return of Skandia U.S.  Investment Holding Corporation and its
             subsidiaries.  In accordance  with the tax sharing  agreement,
             the federal and state  income tax  provision  is computed on a
             separate  return basis,  as adjusted for  consolidated  items,
             such as net operating loss carryforwards.

             Income  taxes  are  provided  in  accordance  with  SFAS  109,
             "Accounting  for Income  Taxes",  which requires the asset and
             liability  method of accounting for deferred taxes. The object
             of this method is to recognize an asset and  liability for the
             expected  future  tax  effects  due to  temporary  differences
             between the  financial  reporting  and the tax basis of assets
             and  liabilities,   based  on  enacted  tax  rates  and  other
             provisions of the tax law.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         H.  Recognition of Revenue and Contract Benefits

             Revenues for  variable  annuity  contracts  consist of charges
             against contractowner account values for mortality and expense
             risks,  administration  fees,  surrender charges and an annual
             maintenance  fee per contract.  Benefit  reserves for variable
             annuity contracts represent the account value of the contracts
             and are included in the separate account liabilities.

             Revenues for market value adjusted annuity  contracts  consist
             of  separate  account  investment  income  reduced  by benefit
             payments  and changes in reserves in support of  contractowner
             obligations,  all of which are included in return  credited to
             contractowners. Benefit reserves for these contracts represent
             the account  value of the  contracts,  and are included in the
             general account liability for future contractowner benefits to
             the extent in excess of the separate account liabilities.

             Revenues  for  immediate   annuity   contracts   without  life
             contingencies  consist of net investment income.  Revenues for
             immediate annuity contracts with life contingencies consist of
             single premium payments  recognized as annuity  considerations
             when received.  Benefit reserves for these contracts are based
             on the Society of Actuaries 1983 Table-a with assumed interest
             rates that vary by issue year.  Assumed  interest rates ranged
             from 6.25% to 8.25% and 6.5% to 8.25% at December 31, 1998 and
             December 31, 1997, respectively.

             Revenues  for variable  life  insurance  contracts  consist of
             charges   against   contractowner   account   values  for  the
             maintenance  and  expense  fees,  cost of  insurance  fees and
             surrender   charges.   Benefit   reserves  for  variable  life
             insurance   contracts  represent  the  account  value  of  the
             contracts   and  are   included   in  the   separate   account
             liabilities.

         I.  Deferred Acquisition Costs

             The costs of acquiring new  business,  which vary with and are
             primarily related to the production of new business, are being
             deferred net of reinsurance.  These costs include commissions,
             costs of contract issuance,  and certain selling expenses that
             vary  with   production.   These  costs  are  being  amortized
             generally  in  proportion  to  expected   gross  profits  from
             surrender  charges,  policy and asset based fees and mortality
             and   expense   margins.   This   amortization   is   adjusted
             retrospectively  and  prospectively  when estimates of current
             and  future  gross  profits  to be  realized  from a group  of
             products are revised.

             Details  of  the  deferred   acquisition   costs  and  related
             amortization for the years ended December 31, are as follows:

                      (in thousands)           1998         1997        1996
                                               ----         ----        ----

             Balance at beginning of year    $546,703     $355,734    $201,816

             Acquisition costs deferred
               during the year                261,432      243,476     171,253

             Acquisition costs amortized
               during the year                (86,628)     (52,507)    (17,335)
                                             ---------    ---------   ---------

             Balance at end of year          $721,507     $546,703    $355,734
                                             ========     ========    ========


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         J.  Reinsurance

             The Company  cedes  reinsurance  under  modified  co-insurance
             arrangements.  The reinsurance arrangements provide additional
             capacity  for growth in  supporting  the cash flow strain from
             the Company's  variable  annuity and variable  life  insurance
             business.  The  reinsurance  is  effected  under  quota  share
             contracts.

             The company  reinsures certain mortality risks relating to the
             variable life  insurance  product,  as well as, the guaranteed
             minimum death benefit feature in the variable annuity product.

             At  December  31,  1998  and  1997,  in  accordance  with  the
             provisions of a modified  coinsurance  agreement,  the Company
             accrued   $1,976,000   and  $0,   respectively,   for  amounts
             receivable from favorable reinsurance experience on a block of
             variable annuity business.

         K.  Translation of Foreign Currency

             The  financial  position  and  results  of  operations  of the
             Company's Mexican subsidiary are measured using local currency
             as the  functional  currency.  Assets and  liabilities  of the
             subsidiary  are  translated  at the exchange rate in effect at
             each year-end.  Statements of income and shareholder's  equity
             accounts are translated at the average rate prevailing  during
             the  year.  Translation  adjustments  arising  from the use of
             differing exchange rates from period to period are reported as
             a component of other comprehensive income.

         L.  Fair Values of Financial Instruments

             The methods and  assumptions  used to determine the fair value
             of financial instruments are as follows:

             Fair values of fixed  maturities with active markets are based
             on quoted market prices.  For fixed  maturities  that trade in
             less  active  markets,   fair  values  are  obtained  from  an
             independent pricing service.

             Fair values of investments in mutual funds are based on quoted
             market prices.

             The carrying value of cash and cash  equivalents  approximates
             fair value due to the short-term nature of these investments.

             The carrying value of short-term  borrowing  approximates fair
             value due to the short-term nature of these liabilities.

             Fair values of certain financial  instruments,  such as future
             fees  payable  to parent  and  surplus  notes are not  readily
             determinable  and are  excluded  from  fair  value  disclosure
             requirements.



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         M.  Separate Accounts

             Assets and  liabilities  in Separate  Accounts are included as
             separate captions in the consolidated  statements of financial
             condition. Separate Account assets consist principally of long
             term bonds, investments in mutual funds, short-term securities
             and cash and cash  equivalents,  all of which are  carried  at
             fair value. The investments are managed  predominately through
             the Company's investment advisory affiliate,  American Skandia
             Investment  Services,  Inc. ("ASISI"),  utilizing various fund
             managers  as  sub-advisors.   The  remaining  investments  are
             managed by independent investment firms. The contractowner has
             the  option of  directing  funds to a wide  variety  of mutual
             funds.  The  investment  risk  on the  variable  portion  of a
             contract is borne by the contractowner.  A fixed option with a
             minimum  guaranteed  interest  rate  is  also  available.  The
             Company is  responsible  for the credit risk  associated  with
             these investments.

             Included in Separate Account  liabilities are $771,195,000 and
             $773,067,000  at  December  31,  1998 and 1997,  respectively,
             relating to annuity  contracts for which the  contractowner is
             guaranteed a fixed rate of return.  Separate Account assets of
             $771,195,000  and  $773,067,000 at December 31, 1998 and 1997,
             respectively,  consisting  of  long  term  bonds,  short  term
             securities,  transfers  due from general  account and cash and
             cash   equivalents  are  held  in  support  of  these  annuity
             contracts, pursuant to state regulation.

         N.  Estimates

             The  preparation  of financial  statements in conformity  with
             generally  accepted   accounting   principles   requires  that
             management  make  estimates  and  assumptions  that affect the
             reported  amount of assets and  liabilities at the date of the
             financial  statements and the reported amounts of revenues and
             expenses  during the reporting  period.  The more  significant
             estimates and assumptions are related to deferred  acquisition
             costs  and  involve  policy  lapses,   investment  return  and
             maintenance  expenses.  Actual results could differ from those
             estimates.

3.       COMPREHENSIVE INCOME

         As of  January  1, 1998  the  Company  adopted  SFAS  130,  "Reporting
         Comprehensive Income,"  which sets  standards  for the  reporting  and
         display  of  comprehensive income  and its  components;  however,  the
         adoption of this  Statement had no impact on the  Company's  financial
         position or net income. SFAS 130 requires  unrealized gains and losses
         on the Company's available-for-sale  securities  and foreign  currency
         translation  adjustments,   which  prior  to  adoption  were  reported
         separately  in   shareholder's   equity,   to  be  included  in  other
         comprehensive  income.  Prior  year  financial  statements  have  been
         reclassified to conform to the requirements of SFAS 130.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


        The components of comprehensive income, net of tax, for the years ended
        December 31, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
<S>                                                                        <C>               <C>            <C> 
                  (in thousands)                                           1998              1997           1996
                                                                           ----              ----           ----

         Net income                                                       $34,767          $27,548         $26,623
         Other comprehensive income:
            Unrealized investment gains/(losses) on
               available for sale securities                                2,751            1,288            (331)
            Reclassification adjustment for realized
               losses/(gains) included in investment income                   138              (14)            (99)
                                                                        ---------        ---------      ----------
            Net unrealized gains/(losses) on securities                     2,889            1,274            (430)

            Foreign currency translation                                      (22)             (22)             64
                                                                       ----------       ----------      ----------

         Other comprehensive income                                         2,867            1,252            (367)
                                                                         --------         --------       ----------

         Comprehensive income                                             $37,634          $28,800         $26,257
                                                                          =======          =======         =======
</TABLE>

<TABLE>
<CAPTION>

         The components of accumulated other  comprehensive  income, net of tax,
         as of December 31, 1998 and 1997 were as follows:

<S>                                                                      <C>                     <C> 
                  (in thousands)                                         1998                    1997
                                                                         ----                    ----

         Unrealized investment gains                                    $3,843                   $954
         Foreign currency translation                                     (308)                  (286)
                                                                      --------                  -----

         Accumulated other comprehensive income                         $3,535                   $668
                                                                        ======                   ====
</TABLE>


4.       INVESTMENTS

         The amortized cost, gross  unrealized  gains/losses and estimated fair
         value of available-for-sale and held-to-maturity  fixed maturities and
         investments in mutual funds as of December 31, 1998 and 1997 are shown
         below.  All securities held at December 31, 1998 are publicly traded.

         Investments in fixed  maturities as of December 31, 1998  consisted of
         the following:
<TABLE>
<CAPTION>

                  (in thousands)                                     Held-to-Maturity

<S>                                       <C>                <C>                 <C>                    <C>    
                                                                 Gross               Gross
                                           Amortized          Unrealized          Unrealized             Fair
                                             Cost                Gains              Losses               Value
         U.S. Government
            obligations                      $3,774                $57               $  -                $3,831

         Corporate securities                 4,515                 34                  -                 4,549
                                            -------               ----              -----               -------

            Totals                           $8,289                $91               $  -                $8,380
                                             ======                ===               ====                ======
</TABLE>




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


<TABLE>
<CAPTION>
                  (in thousands)                                     Available-for-Sale

<S>                                     <C>                  <C>                 <C>                  <C>  
                                                                Gross                Gross
                                         Amortized           Unrealized           Unrealized             Fair
                                           Cost                 Gains               Losses               Value
         U.S. Government
            obligations                   $  17,399            $   678               $  -             $  18,077

         Obligations of
            state and political
            subdivisions                        253                  7                  -                   260

         Corporate securities               117,774              5,160                 76             122,858  
                                          ---------            -------               ----           -----------

            Totals                         $135,426             $5,845                $76              $141,195
                                           ========             ======                ===              ========
</TABLE>


         The amortized cost and fair value of fixed  maturities,  by contractual
         maturity, at December 31, 1998 are shown below.

<TABLE>
<CAPTION>
                  (in thousands)                        Held-to-Maturity                  Available-for-Sale

<S>                                                <C>                 <C>             <C>                <C>
                                                    Amortized          Fair             Amortized           Fair
                                                      Cost             Value              Cost              Value

         Due in one year or less                      $4,927          $4,982       $           -  $           -

         Due after one through five years              3,362           3,398              54,789             56,850

         Due after five through ten years                  -               -              80,637             84,345
                                                  ----------      ----------          ----------         ----------

               Total                                  $8,289          $8,380            $135,426           $141,195
                                                      ======          ======            ========           ========
</TABLE>
 

         Investments  in fixed  maturities as of December 31, 1997 consisted of
         the following:
<TABLE>
<CAPTION>

                  (in thousands)                       Held-to-Maturity

<S>                                        <C>                  <C>                 <C>                    <C>  
                                                                    Gross               Gross
                                            Amortized            Unrealized          Unrealized             Fair
                                              Cost                  Gains              Losses               Value

         U.S. Government
            obligations                       $3,790                 $71                   $9                $3,852

         Obligations of
            state and political
            subdivisions                          50                   -                    -                    50

         Corporate
            securities                         5,527                   2                   19                 5,510
                                             -------               -----                 ----               -------

               Totals                         $9,367                 $73                  $28                $9,412
                                              ======                 ===                  ===                ======
</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


<TABLE>
<CAPTION>
                  (in thousands)                                 Available for Sale
                                                                 ------------------
<S>                                     <C>                 <C>                <C>                  <C>   
                                                                Gross              Gross
                                         Amortized            Unrealized         Unrealized              Fair
                                           Cost                  Gains             Losses                Value
                                         ---------            ----------         ----------              -----
         U.S. Government
            obligations                   $ 14,999              $  202             $  -              $  15,201

         Obligations of
            state and political
            subdivisions                       202                   -                -                    202

         Corporate
            securities                      91,470               1,505               55                 92,920
                                        ----------             -------             ----             ----------

               Totals                     $106,671              $1,707              $55               $108,323
                                          ========              ======              ===               ========
</TABLE>


        Proceeds from sales of fixed maturities during 1998, 1997 and 1996 were
        $999,000, $5,056,000  and  $8,732,000,   respectively.  Proceeds  from
        maturities during 1998, 1997 and 1996 were $3,050,000,  $5,700,000 and
        $215,000, respectively.

        The cost, gross  unrealized  gains/losses and fair value of investments
        in mutual funds at December 31, 1998 and 1997 are shown below:

<TABLE>
<CAPTION>
<S>                  <C>            <C>              <C>             <C>  
             (in thousands)           Gross             Gross
                                    Unrealized        Unrealized       Fair
                      Cost            Gains             Losses         Value
                     ------         ----------        ----------      ------
         1998        $8,068            $416              $274         $8,210
                     ======            ====              ====         ======


         1997        $6,896            $ 43              $228         $6,711
                     ======            ====              ====         ======
</TABLE>


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         Net realized  investment gains  (losses) were as follows for the years
         ended December 31:

<TABLE>
<CAPTION>
                  (in thousands)                                 1998                   1997               1996
                                                                 ----                   ----               ----

<S>                                                           <C>                     <C>                <C>  
         Fixed maturities:
           Gross gains                                         $    -                   $  10             $   -
           Gross losses                                             (1)                    -                  -
         Investment in mutual funds:
           Gross gains                                             281                    116                140
           Gross losses                                           (181)                   (39)                (6)
                                                               -------                 ------              -----

         Totals                                                 $   99                  $  87               $134
                                                                ======                  =====               ====
</TABLE>



5.       NET INVESTMENT INCOME

         The sources of net investment income for the years ended December 31,
         1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                  (in thousands)                                1998                   1997                1996
                                                                ----                   ----                ----

<S>                                                           <C>                      <C>               <C>    
         Fixed maturities                                     $  8,534                 $6,617            $   836
         Cash and cash equivalents                               1,717                  1,153                685
         Investment in mutual funds                              1,013                    554                144
         Policy loans                                               45                     28                  5
                                                           -----------              ---------         ----------

         Total investment income                                11,309                  8,352              1,670

         Investment expenses                                       179                    171                 84
                                                            ----------               --------          ---------

         Net investment income                                 $11,130                 $8,181             $1,586
                                                               =======                 ======             ======
</TABLE>



6.       INCOME TAXES

         The significant  components  of income tax expense  (benefit)  for the
         years ended December 31, are as follows:

<TABLE>
<CAPTION>
                (in thousands)                                 1998                  1997                  1996
                                                               ----                  ----                  ----

<S>                                                           <C>                    <C>                  <C>     
         Current tax expense                                  $22,384                $20,108              $12,865 

         Deferred tax benefit                                 (14,230)                (9,630)             (16,903)
                                                             --------              ---------             --------

         Total income tax expense (benefit)                  $  8,154                $10,478             ($ 4,038)
                                                             ========                =======              =======
</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         The tax effects of significant items comprising the Company's deferred
         tax balance as of December 31, 1998 and 1997, are as follows:

<TABLE>
<CAPTION>
                  (in thousands)                                         1998                         1997
                                                                         ----                         ----

<S>                                                                    <C>                        <C>    
         Deferred tax liabilities:
             Deferred acquisition costs                                ($210,731)                  ($159,766)
             Payable to reinsurers                                       (25,585)                    (25,369)
             Policy fees                                                    (859)                       (656)
             Unrealized investment gains and losses                       (2,069)                       (514)
                                                                     -----------                -------------

             Total                                                      (239,244)                   (186,305)
                                                                       ---------                   ---------

         Deferred tax assets:
             Net separate account liabilities                            225,600                     175,872
             Reserve for future contractowner benefits                    13,128                      15,121
             Other reserve differences                                    25,335                      10,534
             Deferred compensation                                         9,619                       7,187
             Surplus notes interest                                        3,375                       2,729
             Foreign exchange translation                                    166                         154
             Other                                                           882                         882
                                                                    ------------                ------------

             Total                                                       278,105                     212,479
                                                                       ---------                   ---------

             Income tax receivable - deferred                          $  38,861                   $  26,174
                                                                       =========                   =========
</TABLE>

         Management believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will  produce sufficient  taxable  income in the future to realize its
         deferred  tax asset. As such,  the Company  released  the deferred tax
         valuation allowance of $9,325,000 in 1996.

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

<TABLE>
<CAPTION>
                  (in thousands)                                     1998              1997                 1996
                                                                     ----              ----                 ----

<S>                                                              <C>                <C>                <C>  
         Income (loss) before taxes
             Domestic                                              $45,435             $39,464             $23,366
             Foreign                                                (2,514)             (1,438)               (781)
                                                                 ---------           ---------           ---------
             Total                                                  42,921              38,026              22,585

             Income tax rate                                            35%                 35%                 35%
                                                                 ---------           ---------           ---------

         Tax expense at federal
             statutory income tax rate                              15,022              13,309               7,905

         Tax effect of:
             Change in valuation allowance                               -                  -               (9,325)
             Dividend received deduction                            (9,085)             (4,585)             (2,266)
             Losses of foreign subsidiary                              880                 503                 273
             Meals and entertainment                                   487                 340                  43
             State income taxes                                        673                 577                 356 
             Other                                                     177                 334              (1,024)
                                                                  --------             -------           ---------

         Income tax expense (benefit)                             $  8,154             $10,478           ($  4,038)
                                                                  ========             =======            =========

</TABLE>

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


7.       RECEIVABLE FROM/PAYABLE TO AFFILIATES

         Certain operating costs (including  personnel, rental of office space,
         furniture, and equipment)  have been charged to the Company at cost by
         American Skandia  Information  Services  and  Technology   Corporation
         ("ASIST"), an affiliated company; and likewise, the Company has charged
         operating costs to ASISI. The total cost to the Company for these items
         was $7,722,000, $5,572,000 and $11,581,000 for the years ended December
         31, 1998, 1997 and 1996, respectively.  Income received for these items
         was $1,355,000, $3,225,000 and $1,148,000 for the years ended December
         31,  1998,  1997  and  1996,  respectively.  Amounts  receivable  from
         affiliates  under these  arrangements were  $98,000 and $549,000 as of
         December 31, 1998 and 1997, respectively. Amounts payable to affiliates
         under these arrangements were $551,000 and $264,000 as of December 31,
         1998 and 1997, respectively.


8.       FUTURE FEES PAYABLE TO PARENT

         In a series of transactions with its Parent,  the Company sold certain
         rights to receive  future fees and  contract  charges  expected  to be
         realized on variable portions of designated blocks of deferred annuity
         contracts. The effective  dates and issue  periods these  transactions
         cover are as follows:


                             Closing    Effective        Contract Issue
            Transaction       Date         Date              Period
            -----------     --------    ---------      -----------------

               1996-1       12/16/96      9/1/96       1/1/94 -  6/30/96
               1997-1        7/23/97      6/1/97       3/1/96 -  4/30/97
               1997-2       12/30/97     12/1/97       5/1/95 - 12/31/96
               1997-3       12/30/97     12/1/97       5/1/96 - 10/31/97
               1998-1        6/30/98      6/1/98       1/1/97 -  5/31/98
               1998-2       11/10/98     10/1/98       5/1/97 -  8/31/98
               1998-3       12/30/98     12/1/98       7/1/96 - 10/31/98


        In connection with these transactions, the Parent issued collateralized
        notes in a private placement which are secured by the rights to receive
        future fees and charges purchased from the Company.

        Under the terms of the Purchase Agreements, the rights sold provide for
        the Parent to receive a  percentage  of future  mortality  and  expense
        charges and  contingent  deferred  sales  charges,  after  reinsurance,
        expected to be realized over the remaining  surrender  charge period of
        the  designated  contracts (6 to 8 years).  The  percentage  is 100% on
        transactions 1997-3 and 1998-3 and 80% on all other transactions.

        The Company  did not sell the right to receive  future fees and charges
        after the expiration of the surrender charge period.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


        The proceeds  from the sales have been  recorded as a liability and are
        being  amortized  over the  remaining  surrender  charge  period of the
        designated  contracts using the interest  method.  The present value of
        the transactions as of the respective effective date was as follows:

<TABLE>
<CAPTION>
         (in thousands)
                                                               Present
<S>       <C>                     <C>                         <C>
           Transaction             Discount Rate                Value
           -----------             -------------               -------
             1996-1                    7.5%                    $50,221
             1997-1                    7.5%                     58,767
             1997-2                    7.5%                     77,552
             1997-3                    7.5%                     58,193
             1998-1                    7.5%                     61,180
             1998-2                    7.0%                     68,573
             1998-3                    7.0%                     40,128
</TABLE>

        Payments  representing  fees and  charges  in the  aggregate  amount of
        $69,226,000, $22,250,000 and $0, were made by the Company to the Parent
        for the years ended  December  31, 1998,  1997 and 1996,  respectively.
        Related  interest  expense of  $22,978,000,  $6,842,000 and $42,000 has
        been included in the  statement of income for the years ended  December
        31, 1998, 1997 and 1996, respectively.

        Expected  payments of future fees  payable to Parent as of December 31,
        1998 are as follows:

                                     Year Ended
          (in thousands)            December 31,                    Amount
                                    ------------                  ----------
                                       1999                       $   64,520
                                       2000                           68,403
                                       2001                           67,953
                                       2002                           64,238
                                       2003                           54,382
                                       2004                           35,601
                                       2005                           12,441
                                       2006                            1,440
                                                                  ----------
                                       Total                      $  368,978
                                                                  ==========

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


9.      LEASES

        The Company leases office space under a lease agreement  established in
        1989  with  ASIST.  The  lease  expense  for  1998,  1997  and 1996 was
        $3,588,000,  $2,428,000 and  $1,583,000,  respectively.  Future minimum
        lease payments per year and in aggregate as of December 31, 1998 are as
        follows:

         (in thousands)        1999                           $  3,619
                               2000                              5,070
                               2001                              5,070
                               2002                              5,070
                               2003                              5,070
                               2004 and thereafter              40,271
                                                              --------

                               Total                          $ 64,170
                                                              ========

10.     RESTRICTED ASSETS

        To comply with certain state insurance departments'  requirements,  the
        Company maintains cash, bonds and notes on deposit with various states.
        The  carrying  value of  these  deposits  amounted  to  $3,747,000  and
        $3,757,000  as of December  31,  1998,  and 1997,  respectively.  These
        deposits  are  required  to  be  maintained   for  the   protection  of
        contractowners within the individual states.


11.     RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

        Statutory basis shareholder's  equity was $285,553,000 and $294,586,000
        at December 31, 1998 and 1997, respectively.

        The statutory basis net loss was $13,152,000, $8,970,000 and $5,405,000
        for the years ended December 31, 1998, 1997 and 1996, respectively.

        Under various state  insurance  laws,  the maximum  amount of dividends
        that can be paid to  shareholders  without prior  approval of the state
        insurance  department is subject to restrictions  relating to statutory
        surplus and net gain from operations.  At December 31, 1998, no amounts
        may be distributed without prior approval.


12.     EMPLOYEE BENEFITS

        The Company has a 401(k) plan for which substantially all employees are
        eligible. Under this plan, the Company contributes 3% of salary for all
        participating  employees and matches  employee  contributions  at a 50%
        level  up  to  an   additional   3%   Company   contribution.   Company
        contributions  to  this  plan  on  behalf  of  the  participants   were
        $2,115,000,  $1,220,000  and $850,000 for the years ended  December 31,
        1998, 1997 and 1996, respectively.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


        The Company has a deferred compensation plan, which is available to the
        internal  field   marketing   staff  and  certain   officers.   Company
        contributions to this plan on behalf of the participants were $342,000,
        $270,000 and $245,000 for the years ended  December 31, 1998,  1997 and
        1996, respectively.

        The Company and an affiliate  cooperatively have a long-term  incentive
        plan under  which  units are awarded to  executive  officers  and other
        personnel.  The program  consists of  multiple  plans,  with a new plan
        instituted each year.  Generally,  participants must remain employed by
        the  Company or its  affiliates  at the time such units are  payable in
        order to receive any  payments  under the plan.  The accrued  liability
        representing  the value of these units was  $21,372,000 and $15,720,000
        as of December  31, 1998 and 1997,  respectively.  Payments  under this
        plan were  $2,407,000,  $1,119,000  and  $602,000  for the years  ended
        December 31, 1998, 1997, and 1996, respectively.

13.     REINSURANCE

        The effect of reinsurance  for the years ended December 31, 1998,  1997
        and 1996 is as follows:

<TABLE>
<CAPTION>
         (in thousands)                                    1998
                                                           ----
                                  Policy                 Change in             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners
                             ----------------         ---------------         -----------------
<S>                              <C>                     <C>                      <C>     
         Gross                   $215,425                $   691                  ($8,921)
         Ceded                     29,214                   (362)                       9
                                 --------                -------                  -------
         Net                     $186,211                $ 1,053                  ($8,930)
                                 ========                =======                  =======


                                                            1997
                                                            ----
                                  Policy                 Change in             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners
                             ----------------         ---------------         -----------------
         Gross                   $144,417                   $955                    ($1,972)
         Ceded                     23,259                    918                         46 
                                 --------                  -----                    -------
         Net                     $121,158                  $  37                    ($2,018)
                                 ========                  =====                     ======


                                                            1996
                                                            ----
                                  Policy                 Change in              Return Credited
                             Charges and Fees         Policy Reserves          to Contractowners
                             ----------------         ---------------          -----------------
         Gross                    $87,370                   $815                     $779
         Ceded                     17,590                    180                      106
                                 --------                  -----                    -----
         Net                      $69,780                   $635                     $673
                                  =======                   ====                     ====
</TABLE>


        Such ceded  reinsurance does not relieve the Company of its obligations
        to  policyholders.  The Company remains liable to its policyholders for
        the portion  reinsured to the extent that any  reinsurer  does not meet
        the obligations assumed under the reinsurance agreements.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


14.    SURPLUS NOTES

       The Company has issued surplus notes to its Parent in exchange for cash.
       Surplus notes outstanding as of December 31, 1998 and 1997 were
       as follows:

<TABLE>
<CAPTION>
              (in thousands)
                                                                                    Interest for the
                                        Interest      1998        1997           Years Ended December 31,
              Issue Date                  Rate       Amount      Amount        1998        1997       1996
              ----------                  ----       ------      ------        ----        ----       ----

<S>                                      <C>      <C>         <C>            <C>        <C>        <C>     
         December 29, 1993                6.84%    $      -    $ 20,000       $ 1,387    $ 1,387    $ 1,391
         February 18, 1994                7.28%      10,000      10,000           738        738        740
         March 28, 1994                   7.90%      10,000      10,000           801        801        803
         September 30, 1994               9.13%      15,000      15,000         1,389      1,389      1,392
         December 28, 1994                9.78%      14,000      14,000         1,388      1,388      1,392
         December 19, 1995                7.52%      10,000      10,000           762        762        765
         December 20, 1995                7.49%      15,000      15,000         1,139      1,139      1,142
         December 22, 1995                7.47%       9,000       9,000           682        682        684
         June 28, 1996                    8.41%      40,000      40,000         3,411      3,411      1,747
         December 30, 1996                8.03%      70,000      70,000         5,699      5,699         31       
                                                   --------    --------       -------    -------    -------      -
         Total                                     $193,000    $213,000       $17,396    $17,396    $10,087
                                                   ========    ========       =======    =======    =======
</TABLE>

        The surplus note for $20,000,000  dated December 29, 1993 was converted
        to additional paid-in capital on December 31, 1998.

        All surplus notes mature seven years from the issue date.

        Payment of  interest  and  repayment  of  principal  for these notes is
        subject to certain  conditions  and require  approval by the  Insurance
        Commissioner  of the State of  Connecticut.  At  December  31, 1998 and
        1997, $9,644,000 and $7,796,000,  respectively,  of accrued interest on
        surplus notes was not approved for payment under these criteria.


15.     SHORT-TERM BORROWING

        The Company had a $10 million  short-term loan payable to the Parent at
        December 31, 1998 and 1997. The total  interest  expense to the Company
        was  $622,000,  $642,000 and $643,000 and for the years ended  December
        31, 1998, 1997 and 1996,  respectively,  of which $182,000 and $201,000
        was payable as of December 31, 1998 and 1997, respectively.


16.     CONTRACT WITHDRAWAL PROVISIONS

        Approximately  99% of the Company's  separate  account  liabilities are
        subject to discretionary  withdrawal by  contractowners at market value
        or with market  value  adjustment.  Separate  account  assets which are
        carried at fair value are  adequate to pay such  withdrawals  which are
        generally  subject  to  surrender  charges  ranging  from 10% to 1% for
        contracts held less than 10 years.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


17.     SEGMENT REPORTING

        In June 1997, the FASB issued SFAS 131,  "Disclosures about Segments of
        an Enterprise and Related  Information." SFAS 131 establishes standards
        for the way that public  enterprises report information about operating
        segments  in  annual  financial  statements  and  requires  that  those
        enterprises  report selected  information  about operating  segments in
        interim financial  reports issued to shareholders.  It also establishes
        standards   related  to   disclosures   about  products  and  services,
        geographic  areas  and  major  customers.  SFAS  131 is  effective  for
        financial statement periods beginning after December 15, 1997.

        During 1998, to complement its annuity  products,  the Company launched
        specific  marketing and operational  activities  towards the release of
        variable life insurance and qualified retirement plan annuity products.
        As of December 31, 1998,  sales were not significant  enough to warrant
        full segment disclosures.  Sales, as measured by premium received,  for
        the year ended  December  31, 1998 and assets  under  management  as of
        December 31, 1998, for the respective segments were as follows:

<TABLE>
<CAPTION>
                      (in thousands)                   Variable         Variable      Qualified
                                                        Annuity           Life           Plans         Total
                                                     ------------       --------      ---------     -----------
<S>                                                  <C>                 <C>           <C>          <C>           
         Sales                                        $ 4,122,272        $1,188        $36,202      $ 4,159,662
                                                      ===========        ======        =======      ===========

         Assets under management                      $17,809,437        $1,295        $44,029      $17,854,761
                                                      ===========        ======        =======      ===========
</TABLE>




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


18.     QUARTERLY FINANCIAL DATA (UNAUDITED)

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

<TABLE>
<CAPTION>

                   (in thousands)                                            Three Months Ended
                                                     March 31          June 30        September 30       December 31
                                                     --------          -------        ------------       -----------
                      1998
                      ----
<S>                                                 <C>              <C>                <C>              <C>   
         Premiums and other insurance
            revenues                                  $ 50,593          $ 57,946         $ 62,445          $ 67,327
         Net investment income                           3,262             2,410            2,469             2,989
         Net realized capital gains (losses)               156                13              (46)              (24) 
                                                      --------          --------         --------          --------
         Total revenues                                 54,011            60,369           64,868            70,292

         Benefits and expenses                          46,764            42,220           48,471            69,164
                                                      --------          --------         --------          --------

         Pre-tax net income                              7,247            18,149           16,397             1,128

         Income taxes                                    1,175             4,174            2,223               582
                                                      --------          --------         --------          --------

         Net income                                   $  6,072          $ 13,975         $ 14,174          $    546
                                                      ========          ========         ========          ========


                       1997
                       ----
         Premiums and other insurance
            revenues                                  $ 30,186          $ 34,056         $ 41,102          $ 44,402
         Net investment income                           1,369             2,627            2,031             2,154
         Net realized capital gains                         20                43               21                 3
                                                      --------          --------         --------          --------
         Total revenues                                 31,575            36,726           43,154            46,559

         Benefits and expenses                          18,319            30,465           31,179            40,025
                                                      --------          --------         --------          --------

         Pre-tax net income                             13,256             6,261           11,975             6,534

         Income taxes                                    4,260             2,614            3,354               250
                                                      --------          --------         --------          --------

         Net income                                   $  8,996          $  3,647         $  8,621          $  6,284
                                                      ========          ========         ========          ========


                       1996
                       ----
         Premiums and other insurance
            revenues                                  $ 16,606          $ 20,453         $ 22,366          $ 26,906
         Net investment income                             455               283              270               578
         Net realized capital gains                         92                13                6                23
                                                      --------          --------         --------          --------
         Total revenues                                 17,153            20,749           22,642            27,507

         Benefits and expenses                          12,725             9,430           17,007            26,304
                                                      --------         ---------         --------          --------

         Pre-tax net income                              4,428            11,319            5,635             1,203

         Income taxes                                    1,769             3,624            3,096           (12,527)
                                                      --------         ---------         --------          --------

         Net income                                   $  2,659         $   7,695         $  2,539          $ 13,730
                                                      ========         =========         ========          ========
</TABLE>


        As described in Note 6, the  valuation  allowance  relating to deferred
        income  taxes was released  during the three months ended  December 31,
        1996.


<PAGE>

      Appendix B - 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,  1999 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
Insurance  Charge  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, 1999 and are being
offered  pursuant to this Prospectus or which we offer pursuant to certain other
prospectuses;  and (b) the number of Units  outstanding in each such Sub-account
as of the  dates  shown.  The year in which  operations  commenced  in each such
Sub-account  is noted  in  parentheses.  The  portfolios  in which a  particular
Sub-account  invests may or may not have commenced  operations prior to the date
such  Sub-account  commenced  operations.  The initial  offering  price for each
Sub-account was $10.00.

<TABLE>
<CAPTION>

                                                                       Year Ended December 31,
- -----------------------------------------------------------------------------------------------------------------------------------
                       1998         1997        1996       1995       1994        1993       1992       1991      1990      1989
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>          <C>       <C>       <C>           <C>      <C>         <C>        <C>       <C> 
AST Founders
Passport (1)
(1994)
Unit Price                $12.54       11.46      11.39      10.23           -          -           -         -         -        -
Number of Units        9,207,623   9,988,104  9,922,698  2,601,283           -          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price
International Equity
(1994)
Unit Price                $13.14       11.69      11.70      10.39        9.49          -           -         -         -        -
Number of Units       34,328,425  37,784,426 32,628,595 17,935,251  11,166,758          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST AIM
International Equity
(2)
(1989)                    $27.18       22.95      19.70      18.23       16.80      16.60       12.37     13.69     12.98    13.64
Unit Price            17,748,560  17,534,233 17,220,688 14,393,137  14,043,215  9,063,464   1,948,773 1,092,902   398,709   29,858
Number of Units

- -----------------------------------------------------------------------------------------------------------------------------------
AST Janus Overseas
Growth
(1997)                                                -          -           -          -           -         -         -        -
Unit Price                $13.41       11.70          -          -           -          -           -         -         -        -
Number of Units       43,711,763  21,405,891

- -----------------------------------------------------------------------------------------------------------------------------------
AST American Century
International Growth
(1997)
Unit Price                $13.30       11.35          -          -           -          -           -         -         -        -
Number of Units        5,670,336   2,857,188          -          -           -          -           -         -         -        -

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

- ----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                       1998         1997        1996       1995       1994        1993       1992       1991      1990      1989
- -----------------------------------------------------------------------------------------------------------------------------------
AST Janus Small-Cap
Growth (3)
(1994)
Unit Price                $17.64       17.28      16.54      13.97       10.69          -           -         -         -        -
Number of Units       15,003,001  14,662,728 12,282,211  6,076,373   2,575,105          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST Lord Abbett Small
Cap Value
(1998)
Unit Price                 $9.85           -          -          -           -          -           -         -         -        -
Number of Units        4,081,870           -          -          -           -          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price
Small Company Value
(1997)
Unit Price                $11.20       12.70          -          -           -          -           -         -         -        -
Number of Units       24,700,211  14,612,510          -          -           -          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST Neuberger
Berman
Mid-Cap Growth (4)
(1994)
Unit Price                $19.15       16.10      13.99      12.20        9.94          -           -         -         -        -
Number of Units       13,389,289  11,293,799  9,563,858  3,658,836     301,267          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST Neuberger
Berman
Mid-Cap Value (5)
(1993)
Unit Price                $16.10       16.72      13.41      12.20        9.81      10.69           -         -         -        -
Number of Units       16,410,121  11,745,440  9,062,152  8,642,186   7,177,232  5,390,887           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price
Natural Resources
(1995)
Unit Price                $12.57       14.46      14.19      11.01           -          -           -         -         -        -
Number of Units        5,697,453   7,550,076  6,061,852    808,605           -          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST Oppenheimer
Large-Cap Growth  (6)
(1996)
Unit Price                $15.48       12.33      10.89          -           -          -           -         -         -        -
Number of Units       19,009,242  18,736,994  4,324,161          -           -          -           -         -         -        -

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

- ----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                        1998         1997        1996       1995       1994        1993       1992       1991      1990      1989
- -----------------------------------------------------------------------------------------------------------------------------------
AST Marsico Capital
Growth
(1997)
Unit Price                $14.00       10.03          -          -           -          -           -         -         -        -
Number of Units        40,757,449     714,309          -          -           -          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST JanCap Growth
(1992)
Unit Price                $39.54       23.83      18.79      14.85       10.91      11.59       10.51         -         -        -
Number of Units       80,631,598  62,486,302 46,779,164 28,662,737  22,354,170 13,603,637   1,476,139         -         -        -

- ----------------------------------------------------------------------------------------------------------------------------------
AST Bankers Trust
Enhanced 500
(1998)
Unit Price                $12.61           -          -          -           -          -           -         -         -        -
Number of Units       22,421,754           -          -          -           -          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST Cohen & Steers
Realty
(1998)
Unit Price                 $8.28           -          -          -           -          -           -         -         -        -
Number of Units         ,771,461           -          -          -           -          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST American Century
Income & Growth (7)
(1997)
Unit Price                $13.35       12.06          -          -           -          -           -         -         -        -
Number of Units       13,845,190   9,523,815          -          -           -          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST Lord Abbett
Growth and Income
(1992)
Unit Price                $24.11       21.74      17.79      15.22       11.98      11.88       10.60         -         -        -
Number of Units       47,979,349  42,197,002 28,937,085 18,411,759   7,479,449  4,058,228     956,949         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST INVESCO Equity
Income
(1994)
Unit Price                $19.34       17.31      14.23      12.33        9.61          -           -         -         -        -
Number of Units       40,994,187  33,420,274 23,592,226 13,883,712   6,633,333          -           -         -         -        -

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

- -----------------------------------------------------------------------------------------------------------------------------------
                       1998         1997        1996       1995       1994        1993       1992       1991      1990      1989
- -----------------------------------------------------------------------------------------------------------------------------------
AST AIM Balanced (8)
(1993)
Unit Price                $17.78       15.98      13.70      12.49       10.34      10.47           -         -         -        -
Number of Units       22,634,344  22,109,373 20,691,852 20,163,848  13,986,604  8,743,758           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST American Century
Strategic Balanced
(1997)
Unit Price                $13.37       11.18          -          -           -          -           -         -         -        -
Number of Units        6,714,065   2,560,866          -          -           -          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price
Asset Allocation
(1994)
Unit Price                $18.12       15.53      13.30      11.92        9.80          -           -         -         -        -
Number of Units       18,469,315  13,524,781  8,863,840  4,868,956   2,320,063          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price
International Bond (9)
(1994)
Unit Price                $11.82       10.45      10.98      10.51        9.59          -           -         -         -        -
Number of Units       12,007,692  12,089,872  8,667,712  4,186,695   1,562,364          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST Federated High
Yield
(1994)
Unit Price                $14.30       14.13      12.62      11.27        9.56          -           -         -         -        -
Number of Units       40,170,144  29,663,242 15,460,522  6,915,158   2,106,791          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST PIMCO Total
Return Bond
(1994)
Unit Price                $13.43       12.44      11.48      11.26        9.61          -           -         -         -        -
Number of Units       64,224,618  44,098,036 29,921,643 19,061,840   4,577,708          -           -         -         -        -

- -----------------------------------------------------------------------------------------------------------------------------------
AST PIMCO Limited
Maturity Bond
(1995)
Unit Price                $11.73       11.26      10.62      10.37           -          -           -         -         -        -
Number of Units       28,863,932  25,008,310 18,894,375 15,058,644           -          -           -         -         -        -

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

- ----------------------------------------------------------------------------------------------------------------------------------
                       1998         1997        1996       1995       1994        1993       1992       1991      1990      1989
- -----------------------------------------------------------------------------------------------------------------------------------
AST Money Market
(1992)
Unit Price                $12.00       11.57      11.16      10.77       10.35      10.12       10.01         -         -        -
Number of Units       75,855,442  66,869,998 42,435,169 30,564,442  27,491,389 11,422,783     457,872         -         -        -


The Alger American
Fund - AA Growth
(1988)
Unit Price                $63.07       43.20      34.84      31.18       23.18      23.18       19.19     17.32     12.51    12.19
Number of Units       17,168,792  15,854,570 15,666,357 12,092,291   5,614,760  2,997,458   1,482,037   559,779    82,302    6,900

- -----------------------------------------------------------------------------------------------------------------------------------
The Alger American
Fund - AA MidCap
Growth
(1993)
Unit Price                $30.53       23.76      20.96      19.00       13.34      13.74           -         -         -        -
Number of Units       17,559,963  14,687,032 14,528,945  8,299,743   4,308,374  1,450,892           -         -         -        -


The Montgomery
Variable Series - MV
Emerging Markets
(1996)
Unit Price                 $6.19       10.05      10.25          -           -          -           -         -         -        -
Number of Units       10,534,383  10,371,104  2,360,940          -           -          -           -         -         -        -


Wells Fargo LAT
Trust - Equity
Value(10)
(1998)                     $9.53           -          -          -           -          -           -         -         -        -
Unit Price             1,148,849           -          -          -           -          -           -         -         -        -
Number of Units

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

1.   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.
2.   Effective May 3, 1999, A I M Capital Management, Inc. became Sub-Advisor of
     the Portfolio.  Between October 15, 1996 and May 3, 1999, Putnam Investment
     Management,  Inc.  served as Sub-advisor of the Portfolio,  then named "AST
     Putnam International Equity." 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(s) from inception through the current period.
3.   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.
4.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-Advisor
     to the Portfolio.  Prior to May 1, 1998, Berger Associates,  Inc. served as
     Sub-advisor  to the  Portfolio,  then  named  the  "Berger  Capital  Growth
     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.
5.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-Advisor
     to the Portfolio.  Prior to May 1, 1998,  Federated  Investment  Counseling
     served as Sub-advisor of the Portfolio,  then named the "Federated  Utility
     Income  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.
6.   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.
7.   Effective May 3, 1999, American Century Investment Management,  Inc. became
     Sub-Advisor  of the  Portfolio.  Between  October 15, 1996 and May 3, 1999,
     Putnam Investment Management,  Inc. served as Sub-advisor of the Portfolio,
     then named "AST Putnam Value Growth & Income." The performance  information
     provided in the above chart  reflects that of the Portfolio as  sub-advised
     by the prior Sub-advisor from inception through the current period.
8.   Effective May 3, 1999, A I M Capital Management, Inc. became Sub-Advisor of
     the Portfolio.  Between October 15, 1996 and May 3, 1999, Putnam Investment
     Management,  Inc.  served as Sub-advisor of the Portfolio,  then named "AST
     Putnam International Equity." 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(s) from inception through the current period.
9.   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.
10.  This Portfolio was first offered as a Sub-account on May 1, 1998.



    Appendix C - Sale of the Contracts to Residents of the State of New York

Some of the  provisions of the Annuity are  different  for contracts  offered to
residents of the State of New York. These provisions are as follows:

Summary of Contract Fees and Expenses


Contingent Deferred Sales Charge:

The CDSC schedule is as follows:

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

       YEARS                1      2      3      4      5     6      7     8+
    ------------------ ------- ----- ------ ------ ------ ----- ------ ------
    ------------------ ------- ----- ------ ------ ------ ----- ------ ------

       CHARGE (%)          7.0    6.0    5.0    4.0    3.0   2.0    1.0     0
    ------------------ ------- ----- ------ ------ ------ ----- ------ ------

Purchasing Your Annuity

Owner,  Annuitant and  Beneficiary  Designations:  The designation of Contingent
Participant is not allowed on the Annuity Date.

Managing Your Annuity

"May I Change the Owner, Annuitant and Beneficiary Designations?": The following
condition has been removed:
|X|  A new  Annuitant  subsequent  to the  Annuity  Date if the  annuity  option
     selected includes a life contingency.

"May I Return  the  Annuity  if I Change My Mind?":  The  "free-look"  period is
within 21 days of receipt of the Annuity and within 10 days of receipt for IRAs.
The amount to be  refunded  is the Account  Value in the  Sub-accounts  plus the
Interim Value of the Fixed Allocations and for IRAs the amount to be refunded is
the greater of Premium or Account Value.

Managing Your Account Value

"Are There Restrictions or Charges on Transfers Between Investment Options?":

A specific  authorization  form MUST be completed which  authorizes us to accept
transfers via phone or through means such as electronic mail.

"Do You Offer Dollar Cost Averaging?":  You must have a minimum Account Value of
at least $20,000 to enroll in a Dollar Cost Averaging program.

"Do You  Offer any  Automatic  Rebalancing  Programs?":  You must have a minimum
Account Value of at least $20,000 to enroll in automatic rebalancing.

"How Does the Market Value Adjustment  Work?":  The definitions  changed in this
section are as follows:

|X|  "J": is the interest rate for your class of annuities 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 the Fixed Allocation's Guarantee Period.

|X|  "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 the Fixed Allocation's Guarantee Period.

"What  Happens When My  Guarantee  Period  Matures?":  We will notify you of the
Guarantee  Periods available as of the date of such notice, at least 45 days and
not more than 60 days prior to the Maturity  Date. No MVA applies to any amounts
allocated to a particular  Fixed  Allocation  if you withdraw all or part of the
Account value in such Fixed  Allocation  within 30 days of maturity.  If you are
age 55 or older you may invest in a Fixed  Allocation with a Guarantee Period of
less than five years.

American Skandia's Performance Advantage
As of the date of this Prospectus, this benefit is not available.

Access To Account Value

"How  Much Can I  Withdraw  as a Free  Withdrawal?":  The  Minimum  Distribution
provision is only available for annuities issued under Section 403(b) of the IRS
Code  or  for  IRA's  where  Minimum   Distributions   are   required.   Minimum
Distributions are not available for any other contracts.

"What is a Medically-Related  Surrender and How Do I Qualify?":  This section is
deleted in its entirety.

"What Types of Annuity Payment Options are Available Upon  Annuitization?":  The
Annuity Date may not exceed the first day of the calendar  month  following  the
Annuitant's 90th birthday.  Additionally, the minimum annuity payment allowed is
$20 per month.

Death Benefit
As of the  date  of  this  Prospectus,  the  optional  death  benefits  are  not
available.

Valuing Your Investment

The following section is added:

Deferral of Transactions:  If we defer a distribution or transfer from any Fixed
Allocation  or any fixed  annuity  payout for more than 10 days, we pay interest
using our then current  crediting rate for this purpose,  which is not less than
3% per year on the amount deferred.

General Information

Separate  Account  B:  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.  In addition to  obtaining  prior
approval  from the insurance  department of our state of domicile  before making
such a substitution,  deletion or addition,  any such changes are subject to the
approval of the Superintendent of Insurance for the State of New York.


                   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  ASAP2-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:  ADDITIONAL  INFORMATION:  Inquiries  will be
answered by calling your representative or by writing to:

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

                           [email protected]



Issued by:                                                         Serviced at:

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







ASAP2 - SAI (05/99)
       


                       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>
<CAPTION>
                                                    TABLE OF CONTENTS

<S>      <C>                                                                                                           <C> 
ITEM                                                                                                                   PAGE

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                                                                                      5
|X|      Total Return                                                                                                     5

How the Unit Price is Determined                                                                                          8

Additional Information on Fixed Allocations                                                                               9
|X|      How We Calculate the Market Value Adjustment                                                                    10

General Information                                                                                                      11
|X|      Voting Rights                                                                                                   11
|X|      Modification                                                                                                    11
|X|      Deferral of Transactions                                                                                        12
|X|      Misstatement of Age or Sex                                                                                      12
|X|      Ending the Offer                                                                                                12

Independent Auditors                                                                                                     12

Legal Experts                                                                                                            12

Financial Statements                                                                                                     12
|X|      Appendix A - American Skandia Life Assurance Corporation Variable Account B (Class 1 Sub-accounts)              14
</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 3, 1999                                     
Date of Statement of  Additional  Information:  May 3, 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.  Each Sub-account  invests exclusively in an
underlying  mutual fund or a portfolio of an  underlying  mutual fund.  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  "Investment  Company Act") as a
unit  investment  trust,  which  is a type of  investment  company.  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.  Those portfolios whose
name includes the prefix "AST" are portfolios of American Skandia Trust.

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


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

         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

         Rydex Nova                                                                  Nova portfolio of Rydex Variable Trust
         Rydex Ursa                                                                  Ursa portfolio of Rydex Variable Trust
         Rydex OTC                                                                    OTC portfolio of Rydex Variable Trust

         WF Equity Value                                                                Equity Value portfolio of LAT Trust
</TABLE>

A brief summary of the  investment  objectives  and policies of each  underlying
mutual fund portfolio is found in the  Prospectuses.  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
Investment  Company  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.

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

4. 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  and  Statement  of  Additional  Information.  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").

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.

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                 3.34%                              3.40%

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.

Many  of the  Sub-accounts  offered  as  variable  investment  options  for  the
Annuities have been available as variable  investment options in other annuities
we offer under one or more separate  accounts of American Skandia Life Assurance
Corporation.  In addition, some of the underlying mutual fund portfolios existed
prior to the inception of these Sub-accounts.  Performance quoted in advertising
regarding  any  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.

"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 Total Return" figures may also be used that do not reflect
all fees and charges.  Non-standard  Total  Returns are  calculated  in the same
manner as  standardized  returns  except  that the  calculations  may  assume no
redemption at the end of the applicable periods, thus these figures may not take
into consideration the Annuity's contingent deferred sales charge.

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

Shown below are total return  figures for the periods  shown.  Figures are shown
only   for   Sub-accounts   operational   as   of   December   31,   1998.   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 and                     (Assuming no CDSC with maintenance fees)
                                                 maintenance fees)
                                 -------------------------------------------------- -- ---------------------------------------------

- ---------------------------- -------- --------- --------- --------- ---------- -- --------- --------- --------- --------- ----------
                                 1        3         5         10     Inception        1         3         5         10     Inception
                                Year     Years     Years     Years     to Date        Year     Years     Years      Years    to Date
- ---------------------------- -------- --------- --------- --------- ---------- -- --------- --------- --------- --------- ----------
<S>                              <C>        <C>      <C>       C>        <C>          <C>       <C>        <C>       <C>         <C>
AST Founders Passport 1          1.80%    5.14%      N/A       N/A       5.10%        9.30%     6.91%      N/A       N/A       6.28%
AST T. Rowe Price International  4.87%    6.32%     4.90%      N/A       4.91%        12.37%    8.06%     5.55%      N/A       5.57%
Equity
AST AIM International Equity 2  10.85%    12.59%    9.74%      N/A      10.87%        18.35%    14.14%    10.29%     N/A      10.87%
AST Janus Overseas Growth        7.02%     N/A       N/A       N/A      13.09%        14.52%     N/A       N/A       N/A      15.71%
AST American Century             9.57%     N/A       N/A       N/A      12.57%        17.07%     N/A       N/A       N/A      15.20%
International Growth
AST Janus Small-Cap Growth 3    -5.52%    6.25%     11.43%     N/A      11.46%        1.98%     7.99%     11.94%     N/A      11.97%
AST LA Small Cap Value          -9.05%     N/A       N/A       N/A      -9.05%        -1.55%     N/A       N/A       N/A      -1.55%
AST T. Rowe Price Small Company -19.34%    N/A       N/A       N/A       2.88%       -11.84%     N/A       N/A       N/A       5.75%
Value
AST NB Mid-Cap Growth 4         11.39%    14.61%     N/A       N/A      16.06%        18.89%    16.10%     N/A       N/A      16.65%
AST NB Mid-Cap Value 5          -11.25%   7.92%     7.88%      N/A       8.34%        -3.75%    9.60%     8.47%      N/A       8.71%
AST T. Rowe Price Natural       -20.62%   2.60%      N/A       N/A       5.20%       -13.12%    4.46%      N/A       N/A       6.37%
Resources
AST Oppenheimer Large-Cap       17.98%     N/A       N/A       N/A      15.97%        25.48%     N/A       N/A       N/A      17.70%
Growth 6
AST Marsico Capital Growth      32.03%     N/A       N/A       N/A      31.91%        39.53%     N/A       N/A       N/A      38.69%
AST JanCap Growth               58.31%    37.36%    27.42%     N/A      24.85%        65.81%    38.41%    27.72%     N/A      24.95%
AST Bankers Trust Enhanced 500  18.55%     N/A       N/A       N/A      18.55%        26.05%     N/A       N/A       N/A      26.05%
AST Cohen & Steers Realty      -24.72%    N/A       N/A       N/A      -24.72%      -17.22%     N/A       N/A       N/A      -17.22%
AST American Century Income &    3.13%     N/A       N/A       N/A      12.81%        10.63%     N/A       N/A       N/A      15.44%
Growth 7
AST LA Growth and Income         3.34%    14.96%    14.67%     N/A      13.89%        10.84%    16.45%    15.13%     N/A      14.03%
AST INVESCO Equity Income        4.18%    14.58%    13.55%     N/A      13.59%        11.68%    16.08%    14.03%     N/A      14.06%
AST AIM Balanced 8               3.71%    10.78%    10.57%     N/A      10.29%        11.21%    12.38%    11.10%     N/A      10.63%
AST American Century Strategic  12.02%     N/A       N/A       N/A      12.91%        19.52%     N/A       N/A       N/A      15.54%
Balanced
AST T. Rowe Price Asset          9.13%    13.33%    12.05%     N/A      12.08%        16.63%    14.86%    12.55%     N/A      12.58%
Allocation
AST T. Rowe Price International  5.54%    2.07%      N/A       N/A       2.83%        13.04%    3.95%      N/A       N/A       3.59%
Bond 9
AST Fed High Yield              -6.39%    6.44%     6.73%      N/A       6.75%        1.11%     8.17%     7.34%      N/A       7.36%
AST PIMCO Total Return Bond      0.37%    4.15%     5.36%      N/A       5.37%        7.87%     5.95%     6.00%      N/A       6.02%
AST PIMCO Limited Maturity      -3.32%    2.25%      N/A       N/A       3.15%        4.18%     4.12%      N/A       N/A       4.39%
Bond

AA Growth                       38.41%    25.06%    21.72%    20.18%    20.29%        45.91%    26.32%    22.08%    20.18%    20.29%
AA MidCap Growth                20.90%    15.54%    16.81%     N/A      21.48%        28.40%    17.02%    17.24%     N/A      21.70%

MV Emerging Markets            -45.94%    N/A       N/A       N/A      -17.34%      -38.44%     N/A       N/A       N/A      -14.47%

WF Equity Value 10                N/A      N/A       N/A       N/A      -12.22%        N/A       N/A       N/A       N/A      -4.72%
- ---------------------------- -------- --------- --------- --------- ---------- -- --------- --------- --------- --------- ----------
</TABLE>



<PAGE>



1.   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.
2.   Effective May 3, 1999, A I M Capital Management, Inc. became Sub-Advisor of
     the Portfolio.  Between October 15, 1996 and May 3, 1999, Putnam Investment
     Management,  Inc.  served as Sub-advisor of the Portfolio,  then named "AST
     Putnam International Equity." 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(s) from inception through the current period.
3.   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.
4.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-Advisor
     to the Portfolio.  Prior to May 1, 1998, Berger Associates,  Inc. served as
     Sub-advisor  to the  Portfolio,  then  named  the  "Berger  Capital  Growth
     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.
5.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-Advisor
     to the Portfolio.  Prior to May 1, 1998,  Federated  Investment  Counseling
     served as Sub-advisor of the Portfolio,  then named the "Federated  Utility
     Income  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.
6.   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.
7.   Effective May 3, 1999, American Century Investment Management,  Inc. became
     Sub-Advisor  of the  Portfolio.  Between  October 15, 1996 and May 3, 1999,
     Putnam Investment Management,  Inc. served as Sub-advisor of the Portfolio,
     then named "AST Putnam Value Growth & Income." The performance  information
     provided in the above chart  reflects that of the Portfolio as  sub-advised
     by the prior Sub-advisor from inception through the current period.
8.   Effective May 3, 1999, A I M Capital Management, Inc. became Sub-Advisor of
     the Portfolio.  Between October 15, 1996 and May 3, 1999, Putnam Investment
     Management,  Inc.  served as Sub-advisor of the Portfolio,  then named "AST
     Putnam International Equity." 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(s) from inception through the current period.
9.   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.
10.  This Portfolio was first offered as a Sub-account on May 1, 1998.

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 you surrender the Annuity  pursuant to the free-look
provision [(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.

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 Investment Company 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 Investment  Company Act; (f) operate Separate Account B as a
management  investment  company under the Investment Company 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 or the  Investment  Company 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

The  consolidated  financial  statements  of  American  Skandia  Life  Assurance
Corporation at December 31, 1998 and 1997, and for the years then ended, and the
financial  statements of American  Skandia Life Assurance  Corporation  Variable
Account  B - Class 1 at  December  31,  1998 and for the two years  then  ended,
appearing in this  Prospectus  and  Registration  Statement have been audited by
Ernst & Young LLP, independent auditors.  The consolidated  financial statements
of American  Skandia Life Assurance  Corporation for the year ended December 31,
1996, appearing in this Prospectus and Registration Statement, have been audited
by  Deloitte & Touche LLP,  independent  auditors.  The audits,  as set forth in
their respective  reports thereon appearing  elsewhere  herein,  are included in
reliance  upon such reports given upon the authority of such firms 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  American  Skandia  Life  Assurance  Corporation  Variable
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].


                                   APPENDIX A

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




                                                           American Skandia Life
                                                           Assurance Corporation

                                                    Variable Account B - Class 1

                                          Years ended December 31, 1998 and 1997



<PAGE>








                          Independent Auditor's Report


To the Contractowners of
    American Skandia Life Assurance Corporation
    Variable Account B - Class 1 and the
    Board of Directors and Shareholder of
    American Skandia Life Assurance Corporation
Shelton, Connecticut

We  have  audited  the  accompanying   statement  of  assets,   liabilities  and
contractowners'  equity of the forty-nine  sub-accounts of American Skandia Life
Assurance Corporation Variable Account B - Class 1, referred to in Note 1, as of
December 31, 1998,  the related  statement of operations for the year then ended
and changes in net assets for the years ended December 31, 1998 and 1997.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of the forty-nine  sub-accounts of
American  Skandia  Life  Assurance  Corporation  Variable  Account  B - Class 1,
referred to in Note 1, at December 31, 1998, the results of their operations for
the year then  ended,  and  their  changes  in net  assets  for the years  ended
December 31, 1998 and 1997 in  conformity  with  generally  accepted  accounting
principles.


/s/Ernst & Young LLP




Hartford, Connecticut
February 20, 1999



AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARAIBLE ACCOUNT B - CLASS 1
STATEMENT OF ASSETS, LIABILITIES, AND CONTRACTOWNERS' EQUITY
AS OF DECEMBER 31, 1998



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

                                          ASSETS

<S>   <C>                                                                                    <C> 
Investment in mutual funds at market value ( Note 2 ):
      Neuberger & Berman Advisers Management Trust ( NBAMT ):
            Partners Portfolio - 28,033,155 shares ( cost $542,052,859)                          $ 530,667,628
      The Alger American Fund ( AAF ):
            Small Capitalization Portfolio - 15,929,019 shares ( cost $648,094,483)                700,398,952
            Growth Portfolio - 20,345,455 shares ( cost $881,216,700)                            1,082,785,093
            Midcap Growth Portfolio - 18,570,428 shares ( cost $449,853,404)                       536,128,270
      American Skandia Trust ( AST ):
            Putnam International Equity Portfolio - 21,280,992 shares ( cost $430,751,657)         482,440,087
            Putnam Balanced Portfolio - 28,480,355 shares ( cost $343,403,166)                     402,427,412
            Putnam Value Growth & Income Portfolio - 13,721,843 shares ( cost $167,015,659)        184,833,230
            Lord Abbett Growth & Income Portfolio - 53,360,516 shares ( cost $986,006,769)       1,156,855,982
            Lord Abbett Small Cap Value Portfolio - 4,025,006 shares ( cost $41,183,091)            40,209,815
            JanCap Growth Portfolio - 86,170,244 shares ( cost $2,212,700,991)                   3,188,299,017
            Money Market Portfolio - 910,150,440 shares ( cost $910,150,440)                       910,150,440
            Neuberger & Berman Midcap Value Portfolio - 20,076,980 shares ( cost $263,026,696)     264,213,061
            Neuberger & Berman Midcap Growth Portfolio - 14,854,306 shares ( cost $236,091,915)    256,385,317
            Federated High Yield Portfolio - 45,397,159 shares ( cost $572,181,081)                574,274,059
            T. Rowe Price Asset Allocation Portfolio - 19,155,962 shares ( cost $266,606,536)      334,654,659
            T. Rowe Price International Equity Portfolio - 33,694,943 shares ( cost $422,542,562)  451,175,293
            T. Rowe Price International Bond Portfolio - 12,389,529 shares ( cost $128,467,114)    141,984,005
            T. Rowe Price Natural Resources Portfolio - 5,984,799 shares ( cost $87,540,541)        71,638,044
            T. Rowe Price Small Company Value Portfolio - 24,211,730 shares ( cost $302,599,212)   276,740,076
            Founders Capital Appreciation Portfolio - 15,026,873 shares ( cost $248,508,628)       264,623,225
            Founders Passport Portfolio - 8,851,107 shares ( cost $113,327,776)                    115,418,431
            PIMCO Total Return Bond Portfolio - 71,731,766 shares ( cost $814,553,094)             862,215,824
            PIMCO Limited Maturity Bond Portfolio - 30,542,337 shares ( cost $328,130,560)         338,714,522
            INVESCO Equity Income Portfolio - 45,314,171 shares ( cost $716,634,079)               792,997,993
            Oppenheimer Large-Cap Growth Portfolio - 18,307,631 shares ( cost $254,780,700)        294,203,629
            Janus Overseas Growth Portfolio - 42,671,181 shares ( cost $568,947,416)               586,302,025
            Twentieth Century Strategic Balanced Portfolio - 6,572,893 shares ( cost $77,889,573)   89,785,724
            Twentieth Century International Growth Portfolio - 5,519,052 shares ( cost $75,005,122) 75,390,247
            Marsico Capital Growth Portfolio - 40,177,534 shares ( cost $502,973,651)              570,520,978
            Stein Roe Venture Portfolio - 1,063,308 shares ( cost $8,913,759)                        8,719,122
            Cohen & Steers Realty Portfolio - 3,718,894 shares ( cost $34,240,096)                  31,238,708
            Bankers Trust Enhanced 500 Portfolio - 22,109,855 shares ( cost $255,895,712)          282,785,043
      Alliance Variable Products Series Fund (AVP):
            Short Term Multi Market Portfolio - 15,155 shares ( cost $159,403)                         153,067
            Premier Growth Portfolio - 333,755 shares ( cost $5,630,080)                            10,356,425
            Growth & Income Portfolio - 334,590 shares ( cost $5,597,131)                            7,307,448
            U.S. Government / High Grade Securities Portfolio - 174,315 shares ( cost $2,017,315)    2,138,851
            Total Return Portfolio - 198,842 shares ( cost $2,906,536)                               3,591,082
            International Portfolio - 177,002 shares ( cost $2,595,650)                              2,862,119
            Money Market Portfolio - 1,556,320 shares ( cost $1,556,320)                             1,556,320
            North American Government Income Portfolio - 11,494 shares ( cost $142,338)                144,252
            Global Dollar Government Portfolio - 51,199 shares ( cost $637,706)                        521,209
            Utility Income Portfolio - 47,474 shares ( cost $614,729)                                  897,257
            Global Bond Portfolio - 27,215 shares ( cost $306,366)                                     338,005
            Conservative Investors Portfolio - 90,384 shares ( cost $1,102,091)                      1,268,086
            Growth Investors Portfolio - 85,518 shares ( cost $1,038,017)                            1,396,501
            Growth Portfolio - 248,152 shares ( cost $4,005,882)                                     6,762,153
            Worldwide Privatization Portfolio - 82,833 shares ( cost $995,513)                       1,226,757
      Montgomery Variable Series ( Montgomery ):
            Emerging Markets Fund - 9,894,293 shares ( cost $89,088,202)                            65,203,388
      Life & Annuity Trust (LAT):
            Equity Value Fund - 1,146,928 shares ( cost $10,547,544)                                10,953,160
                                                                                            -------------------
                          Total Invested Assets                                                $16,015,851,991

Receivable from American Skandia Life Assurance Corporation                                         11,257,783
                                                                                            -------------------
                          Total Receivables                                                       $ 11,257,783





                                                                                            ===================
                          Total Assets                                                         $16,027,109,774
                                                                                            ===================



- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

                                        LIABILITIES


<S>                                                                                                                      <C>        
Payable to Neuberger & Berman Advisors Management Trust                                                                  $ 1,764,702
Payable to Alger American Fund                                                                                             1,653,078
Payable to American Skandia Trust                                                                                          6,905,707
Payable to Alliance Capital Management                                                                                         4,224
Payable to Montgomery Variable Series                                                                                        930,400
Payable to Wells Capital Management                                                                                               39
                                                                                                                  ------------------
                          Total Liabilities                                                                             $ 11,258,150
</TABLE>


<TABLE>
<CAPTION>
                                        NET ASSETS
                                                                                                              Unit
Contractowners' Equity                                                                            Units      Value

<S>                                                                                            <C>          <C>        <C>          
       NBAMT - Partners                                                                        25,932,658   $20.46     $ 530,667,628
       AAF - Small Capitalization                                                              13,702,596    51.11       700,398,952
       AAF - Growth                                                                            17,168,792    63.07     1,082,785,093
       AAF - MidCap Growth                                                                     17,559,963    30.53       536,128,270
       AST - Putnam International Equity                                                       17,748,560    27.18       482,440,088
       AST - Putnam Balanced                                                                   22,634,344    17.78       402,427,412
       AST - Putnam Value Growth & Income                                                      13,845,190    13.35       184,833,231
       AST - Lord Abbett Growth & Income                                                       47,979,349    24.11     1,156,855,982
       AST - Lord Abbett Small Cap Value                                                        4,081,870     9.85        40,209,815
       AST - JanCap Growth                                                                     80,631,598    39.54     3,188,299,017
       AST - Money Market                                                                      75,855,442    12.00       910,150,379
       AST - Neuberger & Berman Midcap Value                                                   16,410,121    16.10       264,213,061
       AST - Neuberger & Berman Midcap Growth                                                  13,389,289    19.15       256,385,317
       AST - Federated High Yield                                                              40,170,144    14.30       574,274,059
       AST - T. Rowe Price Asset Allocation                                                    18,469,315    18.12       334,654,659
       AST - T. Rowe Price International Equity                                                34,328,425    13.14       451,175,293
       AST - T. Rowe Price International Bond                                                  12,007,692    11.82       141,984,005
       AST - T. Rowe Price Natural Resources                                                    5,697,453    12.57        71,638,045
       AST - T. Rowe Price Small Company Value                                                 24,700,211    11.20       276,740,076
       AST - Founders Capital Appreciation                                                     15,003,001    17.64       264,623,225
       AST - Founders Passport                                                                  9,207,623    12.54       115,418,431
       AST - PIMCO Total Return Bond                                                           64,224,618    13.43       862,215,823
       AST - PIMCO Limited Maturity Bond                                                       28,863,932    11.73       338,714,522
       AST - INVESCO Equity Income                                                             40,994,187    19.34       792,997,992
       AST - Oppenheimer Large-Cap Growth                                                      19,009,242    15.48       294,203,629
       AST - Janus Overseas Growth                                                             43,711,763    13.41       586,302,025
       AST - Twentieth Century Strategic Balanced                                               6,714,065    13.37        89,785,724
       AST - Twentieth Century International Growth                                             5,670,336    13.30        75,390,247
       AST - Marsico Capital Growth                                                            40,757,449    14.00       570,520,978
       AST - Stein Roe Venture                                                                  1,078,339     8.09         8,719,122
       AST - Cohen & Steers Realty                                                              3,771,461     8.28        31,238,708
       AST - Bankers Trust Enhanced 500                                                        22,421,754    12.61       282,785,043
       AVP - Short Term Multi Market                                                               12,965    11.81           153,067
       AVP - Premier Growth                                                                       260,371    39.78        10,356,424
       AVP - Growth & Income                                                                      261,372    27.96         7,307,448
       AVP - U.S. Government / High Grade Securities                                              157,217    13.60         2,138,768
       AVP - Total Return                                                                         184,713    19.44         3,591,082
       AVP - International                                                                        175,687    16.29         2,862,120
       AVP - Money Market                                                                         133,107    11.69         1,556,260
       AVP - North American Government Income                                                      10,548    13.67           144,240
       AVP - Global Dollar Government                                                              41,539    12.55           521,149
       AVP - Utility Income                                                                        47,145    19.03           897,257
       AVP - Global Bond                                                                           23,574    14.34           337,966
       AVP - Conservative Investors                                                                86,416    14.67         1,268,086
       AVP - Growth Investors                                                                      78,648    17.76         1,396,447
       AVP - Growth                                                                               240,261    28.14         6,762,153
       AVP - Worldwide Privatization                                                               80,265    15.28         1,226,758
       Montgomery Emerging Markets                                                             10,534,383     6.19        65,203,388
       LAT - Equity Value                                                                       1,148,849     9.53        10,953,160
                                                                                                                  ------------------
                          Total Contractowners' Equity                                                              $ 16,015,851,624

                                                                                                                  ==================
                          Total Liabilities & Contractowners' Equity                                                $ 16,027,109,774
                                                                                                                  ==================


                                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B - CLASS 1
STATEMENT OF OPERATIONS
FOR THE PERIODS ENDED DECEMBER 31, 1998



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

                                                          Class 1 Sub-account Investing In:
                                                          --------------------------------------------------------------------------


                                                                                        NBAMT          AAF - Small
                                                                    Total             Partners       Capitalization     AAF - Growth
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
<S>                                                              <C>                 <C>              <C>               <C>        
      Dividends                                                  $ 4,505,435         $ 2,559,893             $ -        $ 1,945,542
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees 
      (Note 6)                                                   (30,070,742)         (9,165,435)     (8,878,543)       (12,026,764)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                     (25,565,307)         (6,605,542)     (8,878,543)       (10,081,222)
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                         1,163,049,245         248,237,285     485,415,506        429,396,454
   Cost of Securities Sold                                     1,020,523,962         219,274,938     483,539,038        317,709,986

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                           142,525,283          28,962,347       1,876,468        111,686,468
   Capital Gain Distributions Received                           277,035,596          80,636,614      77,508,143        118,890,839
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                         419,560,879         109,598,961      79,384,611        230,577,307
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                           212,200,313          83,903,275      31,813,024         96,484,014
   End of Period                                                 242,487,631         (11,385,231)     52,304,469        201,568,393
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                        30,287,318         (95,288,506)     20,491,445        105,084,379
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $424,282,890         $ 7,704,913    $ 90,997,513      $ 325,580,464
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.

                                                              AAF - MidCap       AST - Putnam      AST - Putnam   AST - Putnam Value
                                                                   Growth       International Equity   Balanced      Growth & Income
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                          $ -        $ 12,769,813     $ 9,166,087          $ 673,080
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees
     (Note 6)                                                     (5,885,234)         (6,696,739)     (5,550,683)        (2,204,432)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                      (5,885,234)          6,073,074       3,615,404         (1,531,352)
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                           166,171,813         171,022,786      29,298,693         22,415,216
   Cost of Securities Sold                                       138,030,126         137,621,296      23,144,277         18,843,243

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                            28,141,687          33,401,490       6,154,416          3,571,973
   Capital Gain Distributions Received                            32,280,336          37,257,380      21,435,073          1,857,665
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                          60,422,023          70,658,870      27,589,489          5,429,638
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                            30,855,949          55,497,428      49,951,695          7,226,887
   End of Period                                                  86,274,866          51,688,430      59,024,246         17,817,571
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                        55,418,917          (3,808,998)      9,072,551         10,590,684
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $109,955,706        $ 72,922,946    $ 40,277,444       $ 14,488,970
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.

                                                                                   AST - Lord Abbett
                                                                   AST - Lord       Small Cap Value
                                                                 Abbett Growth       Jan. 2* thru      AST - JanCap      AST - Money
                                                                    & Income         Dec. 31, 1998        Growth            Market
                                                           -------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                 $ 11,295,720                 $ -     $ 5,095,430       $ 44,696,124
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees
     (Note 6)                                                    (15,012,219)           (294,164)    (30,095,977)       (13,063,774)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                      (3,716,499)           (294,164)    (25,000,547)        31,632,350
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                           138,309,895          10,001,399     905,379,148      3,478,041,119
   Cost of Securities Sold                                        99,830,578          11,029,367     593,693,144      3,478,041,119

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                            38,479,317          (1,027,968)    311,686,004                  -
   Capital Gain Distributions Received                            49,632,450                   -      81,684,017             59,024
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                          88,111,767          (1,027,968)    393,370,021             59,024
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                           147,955,826                   -     211,485,317                  -
   End of Period                                                 170,849,213            (973,276)    975,598,025                  -
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                        22,893,387            (973,276)    764,112,708                  -
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $107,288,655        $ (2,295,408)$ 1,132,482,182       $ 31,691,374
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.

                                                                                                                       AST - T. Rowe
                                                         AST - Neuberger &   AST - Neuberger &       AST - Federated    Price Asset
                                                             Berman Midcap Value Berman Midcap Growth   High Yield        Allocation
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                  $ 4,306,872           $ 119,458    $ 26,693,455        $ 4,763,347
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees
     (Note 6)                                                     (2,961,275)         (2,995,806)     (7,492,488)        (3,811,663)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                       1,345,597          (2,876,348)     19,200,967            951,684
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                           115,273,133         148,760,949     190,641,441         17,564,334
   Cost of Securities Sold                                       105,201,955         145,550,659     176,876,504         10,723,135

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                            10,071,178           3,210,290      13,764,937          6,841,199
   Capital Gain Distributions Received                            15,909,602          33,791,041       1,456,068            916,600
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                          25,980,780          37,001,331      15,221,005          7,757,799
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                            31,285,011          10,588,365      32,807,899         35,313,322
   End of Period                                                   1,186,365          20,293,402       2,092,978         68,048,123
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                       (30,098,646)          9,705,037     (30,714,921)        32,734,801
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ (2,772,269)       $ 43,830,020     $ 3,707,051       $ 41,444,284
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.

                                                             AST - T. Rowe       AST - T. Rowe     AST - T. Rowe
                                                         Price International Price International  Price Natural  AST - T. Rowe Price
                                                                Equity              Bond            Resources    Small Company Value
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                  $ 5,109,747           $ 424,593     $ 1,007,430          $ 856,949
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees 
     (Note 6)                                                     (6,445,318)         (1,967,185)     (1,372,650)        (3,569,821)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                      (1,335,571)         (1,542,592)       (365,220)        (2,712,872)
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                           414,739,972          34,067,344      48,521,917         54,220,940
   Cost of Securities Sold                                       392,795,825          32,865,835      48,882,038         49,630,087

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                            21,944,147           1,201,509        (360,121)         4,590,853
   Capital Gain Distributions Received                             8,313,578           1,000,505       6,100,113            928,133
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                          30,257,725           2,202,014       5,739,992          5,518,986
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                             1,034,494          (2,573,616)      1,417,021         13,821,124
   End of Period                                                  28,632,731          13,516,891     (15,902,496)       (25,859,136)
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                        27,598,237          16,090,507     (17,319,517)       (39,680,260)
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 56,520,391        $ 16,749,929   $ (11,944,745)     $ (36,874,146)
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.

                                                                AST - Founders                         AST - PIMCO      AST - PIMCO
                                                                 Capital         AST - Founders     Total Return    Limited Maturity
                                                                Appreciation         Passport            Bond              Bond
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                          $ -           $ 241,295    $ 25,467,294       $ 14,005,432
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees
     (Note 6)                                                     (3,422,151)         (1,726,272)    (10,204,105)        (4,457,569)
                                                            ------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                      (3,422,151)         (1,484,977)     15,263,189          9,547,863
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                            61,753,055         119,725,842     173,641,874        122,469,152
   Cost of Securities Sold                                        54,739,569         109,276,501     162,043,097        117,900,481

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                             7,013,486          10,449,341      11,598,777          4,568,671
   Capital Gain Distributions Received                            11,912,470                   -      11,904,291                  -
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                          18,925,956          10,449,341      23,503,068          4,568,671
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                            22,039,533             272,536      33,026,862         12,058,605
   End of Period                                                  16,114,597           2,090,655      47,662,729         10,583,962
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                        (5,924,936)          1,818,119      14,635,867         (1,474,643)
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS  $ 9,578,869        $ 10,782,483    $ 53,402,124       $ 12,641,891
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.

                                                                                                                        AST
                                                             AST - INVESCO     AST - Oppenheimer    AST - Janus   Twentieth Century
                                                             Equity Income     Large-Cap Growth   Overseas Growth Strategic Balanced
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                 $ 11,599,055                 $ -     $ 1,238,698          $ 230,642
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees
     (Note 6)                                                     (9,885,162)         (3,844,979)     (6,149,049)          (732,278)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                       1,713,893          (3,844,979)     (4,910,351)          (501,636)
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                           194,753,108         107,316,589     313,218,801          5,405,116
   Cost of Securities Sold                                       149,116,542          92,087,117     276,202,367          4,384,337

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                            45,636,566          15,229,472      37,016,434          1,020,779
   Capital Gain Distributions Received                            29,323,335                   -               -                  -
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                          74,959,901          15,229,472      37,016,434          1,020,779
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                            77,023,700          (8,079,563)      5,312,843          1,499,397
   End of Period                                                  76,363,914          39,422,929      17,354,609         11,896,151
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                          (659,786)         47,502,492      12,041,766         10,396,754
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 76,014,008        $ 58,886,985    $ 44,147,849       $ 10,915,897
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.
                                                                                                     AST - Stein Roe   AST - Cohen &
                                                                     AST                                 Venture       Steers Realty
                                                              Twentieth Century     AST - Marsico     Jan. 8* thru      Jan. 2* thru
                                                              International Growth Capital Growth     Dec. 31, 1998    Dec. 31, 1998
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                     $ 64,332             $ 6,184             $ -                $ -
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees 
     (Note 6)                                                       (796,726)         (3,811,523)        (60,801)          (297,537)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                        (732,394)         (3,805,339)        (60,801)          (297,537)
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                            51,544,903          94,871,335       1,703,209          4,959,154
   Cost of Securities Sold                                        46,909,804          83,883,056       2,194,619          5,967,041

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                             4,635,099          10,988,279        (491,410)        (1,007,887)
   Capital Gain Distributions Received                                     -                   -               -                  -
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                           4,635,099          10,988,279        (491,410)        (1,007,887)
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                              (256,236)             20,045               -                  -
   End of Period                                                     385,125          67,547,327        (194,637)        (3,001,389)
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                           641,361          67,527,282        (194,637)        (3,001,389)
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS  $ 4,544,066        $ 74,710,222      $ (746,848)      $ (4,306,813)
                                                          ==========================================================================
  
 
- - ----------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.
                                                                   AST - Bankers
                                                              Trust Enhanced 500
                                                                  Jan. 2* thru     AVP - Short Term         AVP              AVP
                                                               Dec. 31, 1998       Multi Market     Premier Growth   Growth & Income
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income                                                                $ -            $ 17,125         $ 8,781           $ 51,093
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees
     (Note 6)                                                     (1,811,494)             (2,446)       (129,016)          (105,676)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                      (1,811,494)             14,679        (120,235)           (54,583)
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                           132,604,597              41,480       1,734,559          2,235,834
   Cost of Securities Sold                                       126,046,439              43,119       1,235,157          1,628,066

                                                         --------------------------------------------------------------------------
       Net Gain (Loss)                                             6,558,158              (1,639)        499,402            607,768
   Capital Gain Distributions Received                                     -                   -               -            646,078
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                           6,558,158              (1,639)        499,402          1,253,846
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                     -              (1,234)      1,741,253          1,601,593
   End of Period                                                  26,889,330              (6,336)      4,726,345          1,710,317
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                        26,889,330              (5,102)      2,985,092            108,724
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 31,635,994             $ 7,938     $ 3,364,259        $ 1,307,987
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.

                                                                AVP - US Govt /
                                                                   High Grade             AVP               AVP              AVP
                                                                  Securities        Total Return      International     Money Market
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                    $ 122,156            $ 64,908        $ 60,263           $ 71,204
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees 
     (Note 6)                                                        (36,793)            (62,174)        (45,381)           (21,407)
                                                                  ------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                          85,363               2,734          14,882             49,797
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                               881,308           2,598,571       1,085,760          2,903,477
   Cost of Securities Sold                                           842,404           1,825,362         906,023          2,903,477

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                                38,904             773,209         179,737                  -
   Capital Gain Distributions Received                                14,018             299,473          89,931                  -
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                              52,922           1,072,682         269,668                  -
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                98,935           1,133,350         191,042                  -
   End of Period                                                     121,537             684,546         266,469                  -
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                            22,602            (448,804)         75,427                  -
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS    $ 160,887           $ 626,612       $ 359,977           $ 49,797
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.


                                                                  AVP - NA         AVP - Global           AVP              AVP
                                                                 Govt Income     Dollar Govt Income  Utility Income     Global Bond
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                     $ 19,140            $ 46,031        $ 17,617            $ 4,468
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees  
     (Note 6)                                                         (3,820)             (9,709)        (13,079)            (4,870)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                          15,320              36,322           4,538               (402)
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                               256,679             180,486         297,627             85,463
   Cost of Securities Sold                                           213,562             142,650         214,200             84,019

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                                43,117              37,836          83,427              1,444
   Capital Gain Distributions Received                                 2,568              33,610           8,210              1,570
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                              45,685              71,446          91,637              3,014
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                56,497             154,099         203,148             (4,552)
   End of Period                                                       1,914            (116,497)        282,528             31,639
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                           (54,583)           (270,596)         79,380             36,191
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS      $ 6,422          $ (162,828)      $ 175,555           $ 38,803
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.


                                                             AVP - Conservative         AVP               AVP        AVP - Worldwide
                                                                 Investors       Growth Investors       Growth        Privatization
                                                          --------------------------------------------------------------------------

INVESTMENT INCOME:
   Income
      Dividends                                                     $ 34,223            $ 14,720        $ 14,937           $ 16,530
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees 
     (Note 6)                                                        (18,080)            (18,611)        (90,980)           (18,724)
                                                          --------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                          16,143              (3,891)        (76,043)            (2,194)
                                                          --------------------------------------------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                               387,683             140,462       1,478,863            208,529
   Cost of Securities Sold                                           315,218              99,623         827,600            151,924

                                                          --------------------------------------------------------------------------
       Net Gain (Loss)                                                72,465              40,839         651,263             56,605
   Capital Gain Distributions Received                                44,463              93,931         349,037             61,242
                                                          --------------------------------------------------------------------------

NET REALIZED GAIN (LOSS)                                             116,928             134,770       1,000,300            117,847
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                               149,261             231,044       2,115,451            228,171
   End of Period                                                     165,995             358,484       2,756,270            231,244
                                                          --------------------------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                            16,734             127,440         640,819              3,073
                                                          --------------------------------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS    $ 149,805           $ 258,319     $ 1,565,076          $ 118,726
                                                          ==========================================================================


- ------------------------------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.
</TABLE>

<TABLE>
<CAPTION>

                                                                                        LAT - Equity
                                                                      Montgomery            Value
                                                                       Emerging          May 4* thru
                                                                       Markets          Dec. 31, 1998
                                                                  ---------------------------------------

INVESTMENT INCOME:
   Income
<S>                                                                        <C>                  <C>     
      Dividends                                                            $ 125,282            $ 52,560
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees 
     (Note 6)                                                             (1,153,998)            (49,971)
                                                                  ---------------------------------------
NET INVESTMENT INCOME (LOSS)                                              (1,028,716)              2,589
                                                                  ---------------------------------------

REALIZED GAIN (LOSS) ON INVESTMENTS:
   Proceeds from Sales                                                    52,966,649             755,332
   Cost of Securities Sold                                                79,559,261             794,496

                                                                  ---------------------------------------
       Net Gain (Loss)                                                   (26,592,612)            (39,164)
   Capital Gain Distributions Received                                             -                   -
                                                                  ---------------------------------------

NET REALIZED GAIN (LOSS)                                                 (26,592,612)            (39,164)
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                   (12,988,729)                  -
   End of Period                                                         (23,884,814)            405,617
                                                                  ---------------------------------------

NET UNREALIZED GAIN (LOSS)                                               (10,896,085)            405,617
                                                                  ---------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS        $ (38,517,413)          $ 369,042
                                                                  =======================================


- ---------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.
* Date Operations Commenced.
</TABLE>

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B - CLASS 1
STATEMENTS OF CHANGES IN NET ASSETS




<TABLE>
<CAPTION>
                                            Class 1 Sub-account Investing In:
                                                                                                NBAMT
                                                            Total                             Partners
                                                            ------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                             <C>                <C>                <C>              <C>          
     Net Investment Income (Loss)               $  (25,565,307)    $  (16,826,052)    $  (6,605,542)   $ (5,607,841)
                                                                            
     Net Realized Gain (Loss)                      419,560,879        707,721,191       109,598,961      59,620,965
     Net Unrealized Gain (Loss) On                                                                   
      Investments                                   30,287,318        428,063,883      (95,288,506)      52,083,739
                                                    ----------        -----------      -----------       ----------

     Net Increase (Decrease) In Net Assets
Resulting
        From Operations                                                                              
                                                   424,282,890      1,118,959,022         7,704,913     106,096,863
                                                   -----------      -------------         ---------     -----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                 3,925,207,325      3,445,529,005        87,465,544     176,664,891
     Net Transfers Between Sub-accounts                                                              
                                                     7,342,232         19,559,790     (157,352,903)      90,481,810
     Surrenders                                                                                      
                                                  (992,995,074)      (571,654,483)      (41,153,744)    (23,279,602)
                                                  ------------       ------------       -----------     ----------- 

     Net Increase (Decrease) In Net Assets
Resulting
        From Capital Share Transactions                                                              
                                                 2,939,554,483      2,893,434,312     (111,041,103)     243,867,099
                                                 -------------      -------------     ------------      -----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                 3,363,837,373      4,012,393,334     (103,336,190)     349,963,962
                                                 -------------      -------------     ------------      -----------

NET ASSETS:
     Beginning of Period                        10,682,456,176      6,670,062,842       634,003,818     284,039,856
                                                --------------      -------------       -----------     -----------
    
     End of Period                            $ 14,046,293,549   $ 10,682,456,176     $ 530,667,628   $ 634,003,818
                                              ================   ================     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                             AAF                                 AAF
                                                    Small Capitalization                       Growth
                                                    -------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>               <C>              <C>          
     Net Investment Income (Loss)                $  (8,878,543)     $  (8,684,076)    $ (10,081,222)   $ (7,213,568)
    
     Net Realized Gain (Loss)                       79,384,611         23,270,097       230,577,307      61,223,620
     Net Unrealized Gain (Loss) On                                                                   
      Investments                                   20,491,445         33,833,987       105,084,379      63,763,384
                                                    ----------         ----------       -----------      ----------

     Net Increase (Decrease) In Net Assets
      Resulting  From Operations                    90,997,513         48,420,008       325,580,464     117,773,436
                                                    ----------         ----------       -----------     -----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits             59,278,851         83,217,544       122,856,808     100,644,395
                                                                  
     Net Transfers Between Sub-accounts            (25,557,564)       (83,722,190)        9,590,556     (40,472,793)
                                                                                          
     Surrenders                                    (46,512,568)       (36,059,609)      (60,097,640)    (38,888,417)
                                                   -----------        -----------       -----------     ----------- 

     Net Increase (Decrease) In Net Assets
Resulting
        From Capital Share Transactions                                                              
                                                   (12,791,281)       (36,564,255)       72,349,724      21,283,185
                                                   -----------        -----------        ----------      ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                    78,206,232         11,855,753       397,930,188     139,056,621
                                                    ----------         ----------       -----------     -----------

NET ASSETS:
     Beginning of Period                           622,192,720        610,336,967       684,854,905     545,798,284
                                                   -----------        -----------       -----------     -----------
     End of Period                              $  700,398,952     $  622,192,720    $1,082,785,093   $ 684,854,905
                                                ==============     ==============    ==============   =============
</TABLE>


See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                        AAF - MidCap                 AST - Putnam International
                                                           Growth                         Equity Portfolio
                                                           -----------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>                <C>              <C>         
     Net Investment Income (Loss)                $  (5,885,234)     $  (4,664,279)     $   6,073,074    $  (268,817)
     Net Realized Gain (Loss)                                                                        
                                                    60,422,023         21,857,328        70,658,870      28,038,483
     Net Unrealized Gain (Loss) On                                                                   
Investments                                         55,418,917         21,356,641       (3,808,998)      28,001,987
                                                    ----------         ----------       ----------       ----------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                   109,955,706         38,549,690        72,922,946      55,771,653
                                                   -----------         ----------        ----------      ----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                    69,079,499         71,688,459        49,419,102      54,454,415
     Net Transfers Between Sub-accounts                                                              
                                                    35,419,751        (47,662,236)      (10,963,935)    (22,219,098)
     Surrenders                                                                                      
                                                   (27,349,646)       (18,032,564)      (31,428,155)    (24,820,360)
                                                   -----------        -----------       -----------     ----------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                    77,149,604          5,993,659         7,027,012       7,414,957
                                                    ----------          ---------         ---------       ---------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                   187,105,310         44,543,349        79,949,958      63,186,610
                                                   -----------         ----------        ----------      ----------

NET ASSETS:
     Beginning of Period                                                                             
                                                   349,022,960        304,479,611       402,490,130     339,303,520
                                                   -----------        -----------       -----------     -----------
     
     End of Period                              $  536,128,270     $  349,022,960     $ 482,440,088   $ 402,490,130
                                                ==============     ==============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                    AST - Putnam Balanced           AST - Putnam Value
                                                          Portfolio                Growth & Income
                                                          ----------------------------------------
                                                Year Ended         Year Ended        Year Ended      Jan. 3* thru
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>               <C>               <C>         
     Net Investment Income (Loss)                $   3,615,404      $   1,927,921     $  (1,531,352)    $  (785,251)
     Net Realized Gain (Loss)                                                                        
                                                    27,589,489         34,437,373         5,429,638         915,315
     Net Unrealized Gain (Loss) On                                                                   
Investments                                          9,072,551         11,184,906        10,590,684       7,226,887
                                                     ---------         ----------        ----------       ---------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                    40,277,444         47,550,200        14,488,970       7,356,951
                                                    ----------         ----------        ----------       ---------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                    47,010,659         51,955,292        61,495,420      59,201,165
     Net Transfers Between Sub-accounts                                                              
                                                    (8,129,551)        (6,791,225)        2,422,664      50,302,376
     Surrenders                                                                                      
                                                   (29,989,990)       (22,938,279)       (8,429,933)     (2,004,382)
                                                   -----------        -----------        ----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                     8,891,118         22,225,788        55,488,151     107,499,159
                                                     ---------         ----------        ----------     -----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                    49,168,562         69,775,988        69,977,121     114,856,110
                                                    ----------         ----------        ----------     -----------

NET ASSETS:
     Beginning of Period                                                                             
                                                   353,258,850        283,482,862       114,856,110               -
                                                   -----------        -----------       -----------                
     End of Period                              $  402,427,412     $  353,258,850     $ 184,833,231   $ 114,856,110
                                                ==============     ==============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                      AST - Lord Abbett             AST - Lord Abbett
                                                       Growth & Income              Small Cap Value
                                                       --------------------------------------------
                                                   Year Ended         Year Ended       Jan. 2,* thru
                                                 Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998
                                                 ---------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>                <C>          
     Net Investment Income (Loss)                $  (3,716,499)     $  (3,072,409)     $   (294,164)
     Net Realized Gain (Loss)                                                      
                                                    88,111,767         62,056,681        (1,027,968)
     Net Unrealized Gain (Loss) On                                                 
Investments                                         22,893,387         71,259,890          (973,276)
                                                    ----------         ----------          -------- 

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                            
                                                   107,288,655        130,244,162        (2,295,408)
                                                   -----------        -----------        ---------- 

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                            
                                                   237,965,993        238,461,885        22,512,506
     Net Transfers Between Sub-accounts                                            
                                                   (35,068,954)        76,263,516        22,491,651
     Surrenders                                                                     
                                                   (70,712,992)       (42,453,819)       (2,498,934)
                                                   -----------        -----------        ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                            
                                                   132,184,047        272,271,582        42,505,223
                                                   -----------        -----------        ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                            
                                                   239,472,702        402,515,744        40,209,815
                                                   -----------        -----------        ----------

NET ASSETS:
     Beginning of Period                                                           
                                                   917,383,280        514,867,536                 -
                                                   -----------        -----------                  
     End of Period                             $ 1,156,855,982     $  917,383,280     $  40,209,815
                                               ===============     ==============     =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                             AST                                 AST
                                                        JanCap Growth                       Money Market
                                                        ------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS: 
<S>                                             <C>                <C>                <C>              <C>         
     Net Investment Income (Loss)               $  (25,000,547)    $  (15,731,833)    $  31,632,350    $ 22,722,598
     Net Realized Gain (Loss)                                                                        
                                                   393,370,021        219,749,234            59,024          76,336
     Net Unrealized Gain (Loss) On                                                                   
Investments                                        764,112,708         61,121,436                 -               -
                                                   -----------         ----------                                  

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                 1,132,482,182        265,138,837        31,691,374      22,798,934
                                                 -------------        -----------        ----------      ----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                   414,857,558        357,518,531     1,052,415,158     938,643,230
     Net Transfers Between Sub-accounts                                                               
                                                   279,794,860         53,164,973      (779,708,445)   (538,655,399)
     Surrenders                                                                                       
                                                  (128,085,250)       (65,442,768)     (168,120,490)   (122,368,549)
                                                  ------------        -----------      ------------    ------------ 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                   566,567,168        345,240,736       104,586,223     277,619,282
                                                   -----------        -----------       -----------     -----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                 1,699,049,350        610,379,573       136,277,597     300,418,216
                                                 -------------        -----------       -----------     -----------

NET ASSETS:
     Beginning of Period                                                                             
                                                 1,489,249,667        878,870,094       773,872,782     473,454,566
                                                 -------------        -----------       -----------     -----------
     End of Period                             $ 3,188,299,017    $ 1,489,249,667     $ 910,150,379   $ 773,872,782
                                               ===============    ===============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                  AST - Neuberger & Berman            AST - Neuberger & Berman
                                                         Midcap Value                         Midcap Growth
                                                         --------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>               <C>              <C>          
     Net Investment Income (Loss)                $   1,345,597      $   1,603,341     $  (2,876,348)   $ (2,181,454)
     Net Realized Gain (Loss)                                                                        
                                                    25,980,780         13,264,921        37,001,331      15,106,712
     Net Unrealized Gain (Loss) On                                                                   
Investments                                        (30,098,646)        17,114,936         9,705,037       6,412,455
                                                   -----------         ----------         ---------       ---------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                    (2,772,269)        31,983,198        43,830,020      19,337,713
                                                    ----------         ----------        ----------      ----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                    76,489,166         20,576,636        47,822,905      45,571,231
     Net Transfers Between Sub-accounts                                                              
                                                     8,248,593         30,806,277        (4,944,376)     (8,116,216)
     Surrenders                                                                                      
                                                   (14,121,421)        (8,540,979)      (12,106,097)     (8,811,236)
                                                   -----------         ----------       -----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                    70,616,338         42,841,934        30,772,432      28,643,779
                                                    ----------         ----------        ----------      ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                    67,844,069         74,825,132        74,602,452      47,981,492
                                                    ----------         ----------        ----------      ----------

NET ASSETS:
     Beginning of Period                                                                             
                                                   196,368,992        121,543,860       181,782,865     133,801,373
                                                   -----------        -----------       -----------     -----------
     End of Period                              $  264,213,061     $  196,368,992     $ 256,385,317   $ 181,782,865
                                                ==============     ==============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                       AST - Federated                   AST - T. Rowe Price
                                                         High Yield                       Asset Allocation
                                                         -------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>                <C>               <C>       
     Net Investment Income (Loss)                $  19,200,967      $   5,757,092      $    951,684      $  159,622
     Net Realized Gain (Loss)                                                                        
                                                    15,221,005          9,367,133         7,757,799       4,504,396
     Net Unrealized Gain (Loss) On                                                                   
Investments                                        (30,714,921)        18,931,613        32,734,801      19,546,502
                                                   -----------         ----------        ----------      ----------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                     3,707,051         34,055,838        41,444,284      24,210,520
                                                     ---------         ----------        ----------      ----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                   200,925,802        147,096,252        80,815,034      63,473,427
     Net Transfers Between Sub-accounts                                                              
                                                    (7,898,590)        59,270,813        21,057,862      12,983,888
     Surrenders                                                                                      
                                                   (41,620,378)       (16,316,085)      (18,652,371)     (8,563,806)
                                                   -----------        -----------       -----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                   151,406,834        190,050,980        83,220,525      67,893,509
                                                   -----------        -----------        ----------      ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                   155,113,885        224,106,818       124,664,809      92,104,029

NET ASSETS:
     Beginning of Period                                                                             
                                                   419,160,174        195,053,356       209,989,850     117,885,821
                                                   -----------        -----------       -----------     -----------
     End of Period                              $  574,274,059     $  419,160,174     $ 334,654,659   $ 209,989,850
                                                ==============     ==============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                     AST - T. Rowe Price                 AST - T. Rowe Price
                                                    International Equity                 International Bond
                                                    -------------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>               <C>               <C>         
     Net Investment Income (Loss)                $  (1,335,571)     $  (4,185,495)    $  (1,542,592)    $  (139,873)
     Net Realized Gain (Loss)                                                                        
                                                    30,257,725         48,546,127         2,202,014       2,830,437
     Net Unrealized Gain (Loss) On                                                                   
Investments                                         27,598,237        (42,688,261)       16,090,507      (7,585,146)
                                                    ----------        -----------        ----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                    56,520,391          1,672,371        16,749,929      (4,894,582)
                                                    ----------          ---------        ----------      ---------- 

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                    46,380,644        113,487,493        23,183,329      37,403,284
     Net Transfers Between Sub-accounts                                                              
                                                   (66,151,831)       (34,286,179)      (16,852,851)      4,640,885
     Surrenders                                                                                      
                                                   (27,235,418)       (20,827,250)       (7,481,251)     (6,024,192)
                                                   -----------        -----------        ----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                   (47,006,605)        58,374,064        (1,150,773)     36,019,977
                                                   -----------         ----------        ----------      ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                     9,513,786         60,046,435        15,599,156      31,125,395
                                                     ---------         ----------        ----------      ----------

NET ASSETS:
     Beginning of Period                                                                             
                                                   441,661,507        381,615,072       126,384,849      95,259,454
                                                   -----------        -----------       -----------      ----------
     End of Period                              $  451,175,293     $  441,661,507     $ 141,984,005   $ 126,384,849
                                                ==============     ==============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                     AST - T. Rowe Price                AST - T. RowePrice
                                                      Natural Resources                  Small Company Value
                                                      ------------------------------------------------------
                                                Year Ended         Year Ended        Year Ended      Jan. 3* Thru
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                               <C>               <C>               <C>              <C>          
     Net Investment Income (Loss)                 $   (365,220)     $  (1,143,616)    $  (2,712,872)   $ (1,046,184)
     Net Realized Gain (Loss)                                                                        
                                                     5,739,992          8,203,662         5,518,986       3,142,246
     Net Unrealized Gain (Loss) On                                                                   
Investments                                        (17,319,517)        (6,418,220)      (39,680,260)     13,821,124
                                                   -----------         ----------       -----------      ----------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                   (11,944,745)           641,826       (36,874,146)     15,917,186
                                                   -----------            -------       -----------      ----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                    10,700,131         41,756,457       102,452,405      69,028,994
     Net Transfers Between Sub-accounts                                                              
                                                   (30,774,124)       (14,150,361)       37,432,618     103,030,576
     Surrenders                                                                                      
                                                    (5,540,643)        (5,051,340)      (11,861,604)     (2,385,953)
                                                    ----------         ----------       -----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                   (25,614,636)        22,554,756       128,023,419     169,673,617
                                                   -----------         ----------       -----------     -----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                   (37,559,381)        23,196,582        91,149,273     185,590,803
                                                   -----------         ----------        ----------     -----------

NET ASSETS:
     Beginning of Period                                                                             
                                                   109,197,426         86,000,844       185,590,803               -
                                                   -----------         ----------       -----------                
     End of Period                               $  71,638,045     $  109,197,426     $ 276,740,076   $ 185,590,803
                                                 =============     ==============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                   AST - Founders Capital                  AST - Founders
                                                        Appreciation                          Passport
                                                        ----------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>               <C>               <C>         
     Net Investment Income (Loss)                $  (3,422,151)     $  (3,269,734)    $  (1,484,977)    $  (998,990)
     Net Realized Gain (Loss)                                                                        
                                                    18,925,956          5,344,067        10,449,341       6,221,033
     Net Unrealized Gain (Loss) On                                                                   
Investments                                         (5,924,936)        10,296,041         1,818,119      (3,976,715)
                                                    ----------         ----------         ---------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                     9,578,869         12,370,374        10,782,483       1,245,328
                                                     ---------         ----------        ----------       ---------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                    36,385,240         69,525,280        12,658,016      28,247,953
     Net Transfers Between Sub-accounts                                                              
                                                   (17,848,281)       (20,261,235)      (15,851,816)    (23,013,880)
     Surrenders                                                                                      
                                                   (16,930,504)       (11,292,844)       (6,647,007)     (5,045,453)
                                                   -----------        -----------        ----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                     1,606,455         37,971,201        (9,840,807)        188,620
                                                     ---------         ----------        ----------         -------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                    11,185,324         50,341,575           941,676       1,433,948
                                                    ----------         ----------           -------       ---------

NET ASSETS:
     Beginning of Period                                                                             
                                                   253,437,901        203,096,326       114,476,755     113,042,807
                                                   -----------        -----------       -----------     -----------
     End of Period                              $  264,623,225     $  253,437,901     $ 115,418,431   $ 114,476,755
                                                ==============     ==============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                         AST - PIMCO                         AST - PIMCO
                                                      Total Return Bond                 Limited Maturity Bond
                                                      -------------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>               <C>               <C>        
     Net Investment Income (Loss)                $  15,263,189      $   8,265,040     $   9,547,863     $ 6,888,549
     Net Realized Gain (Loss)                                                                        
                                                    23,503,068          3,421,289         4,568,671       1,691,132
     Net Unrealized Gain (Loss) On                                                                   
Investments                                         14,635,867         25,384,092        (1,474,643)      5,817,081
                                                    ----------         ----------        ----------       ---------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                    53,402,124         37,070,421        12,641,891      14,396,762
                                                    ----------         ----------        ----------      ----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                   216,394,952        144,822,398        79,844,302      82,870,961
     Net Transfers Between Sub-accounts                                                              
                                                   102,268,526         47,516,208        (7,724,284)     (1,494,099)
     Surrenders                                                                                      
                                                   (58,367,611)       (24,446,295)      (27,572,405)    (14,996,389)
                                                   -----------        -----------       -----------     ----------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                   260,295,867        167,892,311        44,547,613      66,380,473
                                                   -----------        -----------        ----------      ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                   313,697,991        204,962,732        57,189,504      80,777,235
                                                   -----------        -----------        ----------      ----------

NET ASSETS:
     Beginning of Period                                                                             
                                                   548,517,832        343,555,100       281,525,018     200,747,783
                                                   -----------        -----------       -----------     -----------
     End of Period                              $  862,215,823     $  548,517,832     $ 338,714,522   $ 281,525,018
                                                ==============     ==============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                        AST - INVESCO                     AST - Oppenheimer
                                                        Equity Income                     Large-Cap Growth
                                                        --------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                 <C>              <C>              <C>          
     Net Investment Income (Loss)                $   1,713,893       $    235,159     $  (3,844,979)   $ (2,130,901)
     Net Realized Gain (Loss)                                                                        
                                                    74,959,901         51,219,443        15,229,472      10,286,564
     Net Unrealized Gain (Loss) On                                                                   
Investments                                           (659,786)        33,592,279        47,502,492     (10,296,890)
                                                      --------         ----------        ----------     ----------- 

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                    76,014,008         85,046,881        58,886,985      (2,141,227)
                                                    ----------         ----------        ----------      ---------- 

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                   173,016,669        146,350,338        63,024,044     103,757,636
     Net Transfers Between Sub-accounts                                                              
                                                     8,653,629         35,938,268       (42,885,074)     88,201,541
     Surrenders                                                                                      
                                                   (43,203,454)       (24,646,531)      (15,785,444)     (5,931,255)
                                                   -----------        -----------       -----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                   138,466,844        157,642,075         4,353,526     186,027,922
                                                   -----------        -----------         ---------     -----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                   214,480,852        242,688,956        63,240,511     183,886,695
                                                   -----------        -----------        ----------     -----------

NET ASSETS:
     Beginning of Period                                                                             
                                                   578,517,140        335,828,184       230,963,118      47,076,423
                                                   -----------        -----------       -----------      ----------
     End of Period                              $  792,997,992     $  578,517,140     $ 294,203,629   $ 230,963,118

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                               AST - Janus                          AST - Twentieth Century
                                             Overseas Growth                          Strategic  Balanced
                                             ------------------------------------------------------------
                                                Year Ended        Jan. 3* Thru       Year Ended      Jan. 3* Thru
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                              <C>                <C>                <C>              <C>         
     Net Investment Income (Loss)                $  (4,910,351)     $  (1,784,548)     $   (501,636)    $  (189,017)
     Net Realized Gain (Loss)                                                                        
                                                    37,016,434          6,683,077         1,020,779         122,616
     Net Unrealized Gain (Loss) On                                                                   
Investments                                         12,041,766          5,312,843        10,396,754       1,499,397
                                                    ----------          ---------        ----------       ---------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                    44,147,849         10,211,372        10,915,897       1,432,996
                                                    ----------         ----------        ----------       ---------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                   161,955,466        114,767,294        35,726,369      19,017,480
     Net Transfers Between Sub-accounts                                                              
                                                   153,831,178        129,101,250        16,908,109       8,740,443
     Surrenders                                                                                      
                                                   (24,183,836)        (3,528,548)       (2,400,654)       (554,916)
                                                   -----------         ----------        ----------        -------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                   291,602,808        240,339,996        50,233,824      27,203,007
                                                   -----------        -----------        ----------      ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                   335,750,657        250,551,368        61,149,721      28,636,003
                                                   -----------        -----------        ----------      ----------

NET ASSETS:
     Beginning of Period                                                                             
                                                   250,551,368                  -        28,636,003               -
                                                   -----------                           ----------                
     End of Period                              $  586,302,025     $  250,551,368     $  89,785,724    $ 28,636,003
                                                ==============     ==============     =============    ============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.
  
<TABLE>
<CAPTION>
                                                    AST - Twentieth Century                        Marsico            
                                                     International  Growth                    Capital Growth
                                                     -------------------------------------------------------
                                                Year Ended        Jan. 3* Thru       Year Ended      Dec. 22* Thru
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                               <C>                <C>              <C>                <C>        
     Net Investment Income (Loss)                 $   (732,394)      $   (221,199)    $  (3,805,339)     $   (2,901)
     Net Realized Gain (Loss)                                                                        
                                                     4,635,099          1,087,975        10,988,279           4,780
     Net Unrealized Gain (Loss) On                                                                   
Investments                                            641,361           (256,236)       67,527,282          20,045
                                                       -------           --------        ----------          ------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                     4,544,066            610,540        74,710,222          21,924
                                                     ---------            -------        ----------          ------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                    28,149,644         14,303,142       195,804,087         244,988
     Net Transfers Between Sub-accounts                                                              
                                                    16,248,250         18,442,360       309,697,826       6,906,147
     Surrenders                                                                                      
                                                    (6,036,911)          (870,844)      (16,853,192)        (11,024)
                                                    ----------           --------       -----------         ------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                    38,360,983         31,874,658       488,648,721       7,140,111
                                                    ----------         ----------       -----------       ---------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                    42,905,049         32,485,198       563,358,943       7,162,035
                                                    ----------         ----------       -----------       ---------

NET ASSETS:
     Beginning of Period                                                                             
                                                    32,485,198                  -         7,162,035               -
                                                    ----------                            ---------                
     End of Period                               $  75,390,247      $  32,485,198     $ 570,520,978     $ 7,162,035
                                                 =============      =============     =============     ===========

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                Stein Roe        Cohen & Steers     Bankers Trust
                                                 Venture             Realty         Enhanced 500
                                                 -----------------------------------------------
                                               Jan. 8* thru       Jan. 2* thru      Jan. 2* thru
                                              Dec. 31, 1998      Dec. 31, 1998      Dec. 31, 1998
                                              ---------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                               <C>                <C>              <C>           
     Net Investment Income (Loss)                 $    (60,801)      $   (297,537)    $  (1,811,494)
     Net Realized Gain (Loss)                                                      
                                                      (491,410)        (1,007,887)        6,558,158
     Net Unrealized Gain (Loss) On                                                 
Investments                                           (194,637)        (3,001,389)       26,889,330
                                                      --------         ----------        ----------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                            
                                                      (746,848)        (4,306,813)       31,635,994
                                                      --------         ----------        ----------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                            
                                                     4,745,696         17,163,867        62,801,858
     Net Transfers Between Sub-accounts                                            
                                                     4,842,295         19,402,833       195,643,689
     Surrenders                                                                    
                                                      (122,021)        (1,021,179)       (7,296,498)
                                                      --------         ----------        ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                            
                                                     9,465,970         35,545,521       251,149,049
                                                     ---------         ----------       -----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                            
                                                     8,719,122         31,238,708       282,785,043
                                                     ---------         ----------       -----------

NET ASSETS:
     Beginning of Period                                                           
                                                             -                  -                 -
                                                   -----------       ------------      ------------   
     End of Period                               $   8,719,122      $  31,238,708     $ 282,785,043
                                                 =============      =============     =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                             AVP - Short Term                            AVP
                                               Multi Market                        Premier Growth
                                               --------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                               <C>                <C>               <C>               <C>        
     Net Investment Income (Loss)                 $     14,679       $     11,324      $   (120,235)     $  (97,853)
     Net Realized Gain (Loss)                                                                        
                                                        (1,639)            (2,021)          499,402          27,071
     Net Unrealized Gain (Loss) On                                                                   
Investments                                             (5,102)            (2,150)        2,985,092       2,066,050
                                                        ------             ------         ---------       ---------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                         7,938              7,153         3,364,259       1,995,268
                                                         -----              -----         ---------       ---------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                             -              9,650            77,249         174,594
     Net Transfers Between Sub-accounts                                                              
                                                         5,001            (68,999)          244,890         (61,081)
     Surrenders                                                                                      
                                                       (38,945)            (6,559)       (1,037,762)     (1,107,887)
                                                       -------             ------        ----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                       (33,944)           (65,908)         (715,623)       (994,374)
                                                       -------            -------          --------        -------- 

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                       (26,006)           (58,755)        2,648,636       1,000,894
                                                       -------            -------         ---------       ---------

NET ASSETS:
     Beginning of Period                                                                             
                                                       179,073            237,828         7,707,788       6,706,894
                                                       -------            -------         ---------       ---------
     End of Period                                $    153,067       $    179,073     $  10,356,424     $ 7,707,788
                                                  ============       ============     =============     ===========

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                   AVP                                    AVP - U.S. Govt/
                                             Growth & Income                            High Grade Securities
                                             ----------------------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                               <C>                <C>                <C>              <C>       
     Net Investment Income (Loss)                 $    (54,583)      $    (53,522)      $    85,363      $   66,544
     Net Realized Gain (Loss)                                                                        
                                                     1,253,846            535,210            52,922          34,826
     Net Unrealized Gain (Loss) On                                                                   
Investments                                            108,724          1,185,423            22,602          55,013
                                                       -------          ---------            ------          ------

     Net Increase (Decrease) In Net Assets
Resulting  From Operations                                                                              
                                                     1,307,987          1,667,111           160,887         156,383
                                                     ---------          ---------           -------         -------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                       115,116            276,029            13,387         133,835
     Net Transfers Between Sub-accounts                                                              
                                                      (654,741)           459,016           198,029         127,521
     Surrenders                                                                                      
                                                    (1,279,378)          (737,368)         (682,177)       (173,333)
                                                    ----------           --------          --------        -------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                    (1,819,003)            (2,323)         (470,761)         88,023
                                                    ----------             ------          --------          ------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                      (511,016)         1,664,788          (309,874)        244,406
                                                      --------          ---------          --------         -------

NET ASSETS:
     Beginning of Period                                                                             
                                                     7,818,464          6,153,676         2,448,642       2,204,236
                                                     ---------          ---------         ---------       ---------
     End of Period                               $   7,307,448      $   7,818,464     $   2,138,768     $ 2,448,642
                                                 =============      =============     =============     ===========

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                   AVP                                   AVP
                                               Total Return                         International
                                               --------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                <C>                <C>               <C>              <C>        
     Net Investment Income (Loss)                  $     2,734        $     1,667       $    14,882      $  (17,836)
     Net Realized Gain (Loss)                                                                        
                                                     1,072,682            291,938           269,668         135,014
     Net Unrealized Gain (Loss) On                                                                   
Investments                                           (448,804)           533,306            75,427         (54,196)
                                                      --------            -------            ------         ------- 

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                       626,612            826,911           359,977          62,982
                                                       -------            -------           -------          ------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                       210,259            433,691            32,371         107,530
     Net Transfers Between Sub-accounts                                                              
                                                      (353,823)            59,655          (634,830)       (163,920)
     Surrenders                                                                                      
                                                    (2,073,418)          (374,263)         (331,307)       (281,974)
                                                    ----------           --------          --------        -------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                    (2,216,982)           119,083          (933,766)       (338,364)
                                                    ----------            -------          --------        -------- 

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                    (1,590,370)           945,994          (573,789)       (275,382)
                                                    ----------            -------          --------        -------- 

NET ASSETS:
     Beginning of Period                                                                             
                                                     5,181,452          4,235,458         3,435,909       3,711,291
                                                     ---------          ---------         ---------       ---------
     End of Period                               $   3,591,082      $   5,181,452     $   2,862,120     $ 3,435,909
                                                 =============      =============     =============     ===========

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                   AVP                               AVP - N.A.
                                               Money Market                       Government Income
                                               ----------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                               <C>                <C>                <C>              <C>       
     Net Investment Income (Loss)                 $     49,797       $     57,268       $    15,320      $   12,207
     Net Realized Gain (Loss)                                                                        
                                                             -                  -            45,685          15,697
     Net Unrealized Gain (Loss) On                                                                   
Investments                                                  -                  -           (54,583)          2,437
                                                       -------       ------------           -------           -----

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                        49,797             57,268             6,422          30,341
                                                        ------             ------             -----          ------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                       191,842             54,967            13,386           5,498
     Net Transfers Between Sub-accounts                                                              
                                                     2,313,324           (234,453)         (178,048)         37,275
     Surrenders                                                                                      
                                                    (2,299,225)          (429,198)          (67,836)        (45,412)
                                                    ----------           --------           -------         ------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                       205,941           (608,684)         (232,498)         (2,639)
                                                       -------           --------          --------          ------ 

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                               
                                                       255,738           (551,416)         (226,076)         27,702
                                                       -------           --------          --------          ------

NET ASSETS:
     Beginning of Period                                                                             
                                                     1,300,522          1,851,938           370,316         342,614
                                                     ---------          ---------           -------         -------
     End of Period                               $   1,556,260      $   1,300,522      $    144,240      $  370,316
                                                 =============      =============      ============      ==========

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                               AVP - Global   Dollar                            AVP
                                                    Government Income                      Utility Income
                                                    -----------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                               <C>                <C>                <C>              <C>       
     Net Investment Income (Loss)                 $     36,322       $     19,514       $     4,538      $    2,440
     Net Realized Gain (Loss)                                                                        
                                                        71,446            115,679            91,637          21,368
     Net Unrealized Gain (Loss) On                                                                   
Investments                                           (270,596)           (44,533)           79,380         154,428
                                                      --------            -------            ------         -------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                      (162,828)            90,660           175,555         178,236
                                                      --------             ------           -------         -------
 
CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                        16,035              4,475            21,773          15,678
     Net Transfers Between Sub-accounts                                                              
                                                      (121,811)            (5,437)          (52,433)        (44,379)
     Surrenders                                                                                      
                                                       (42,332)          (152,463)         (138,283)       (112,205)
                                                       -------           --------          --------        -------- 
 
     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                      (148,108)          (153,425)         (168,943)       (140,906)
                                                      --------           --------          --------        -------- 

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                      (310,936)           (62,765)            6,612          37,330
                                                      --------            -------             -----          ------

NET ASSETS:
     Beginning of Period                                                                             
                                                       832,085            894,850           890,645         853,315
                                                       -------            -------           -------         -------
     End of Period                                $    521,149       $    832,085      $    897,257      $  890,645
                                                  ============       ============      ============      ==========

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                   AVP                                   AVP
                                               Global Bond                             Conservative Investors
                                               --------------------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                <C>               <C>                <C>              <C>       
     Net Investment Income (Loss)                  $      (402)      $     12,493       $    16,143      $   10,596
     Net Realized Gain (Loss)                                                                        
                                                         3,014               (444)          116,928           6,338
     Net Unrealized Gain (Loss) On                                                                   
Investments                                             36,191            (14,975)           16,734          84,412
                                                        ------            -------            ------          ------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                        38,803             (2,926)          149,805         101,346
                                                        ------             ------           -------         -------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                           304             39,190           164,258          57,509
     Net Transfers Between Sub-accounts                                                              
                                                       (22,876)           (49,276)           89,784           3,871
     Surrenders                                                                                      
                                                       (40,056)           (18,555)         (299,525)        (44,281)
                                                       -------            -------          --------         ------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                       (62,628)           (28,641)          (45,483)         17,099
                                                       -------            -------           -------           ------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                       (23,825)           (31,567)          104,322         118,445
                                                       -------            -------           -------         -------

NET ASSETS:
     Beginning of Period                                                                             
                                                       361,791            393,358         1,163,764       1,045,319
                                                       -------            -------         ---------       ---------
     End of Period                                $    337,966       $    361,791     $   1,268,086     $ 1,163,764
                                                  ============       ============     =============     ===========

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                   AVP                                   AVP
                                             Growth Investors                          Growth
                                             ------------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                               <C>                 <C>              <C>               <C>        
     Net Investment Income (Loss)                 $     (3,891)       $      (264)     $    (76,043)     $  (79,818)
     Net Realized Gain (Loss)                                                                        
                                                       134,770             28,441         1,000,300         604,151
     Net Unrealized Gain (Loss) On                                                                   
Investments                                            127,440            124,320           640,819       1,001,396
                                                       -------            -------           -------       ---------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                       258,319            152,497         1,565,076       1,525,729
                                                       -------            -------         ---------       ---------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                        54,671             55,177            42,676         158,107
     Net Transfers Between Sub-accounts                                                              
                                                        17,197             (5,898)         (817,040)        (64,356)
     Surrenders                                                                                      
                                                      (124,107)           (34,941)         (532,941)       (826,184)
                                                      --------            -------          --------        -------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                       (52,239)            14,338        (1,307,305)       (732,433)
                                                       -------             ------        ----------        -------- 

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                       206,080            166,835           257,771         793,296
                                                       -------            -------           -------         -------

NET ASSETS:
     Beginning of Period                                                                             
                                                     1,190,367          1,023,532         6,504,382       5,711,086
                                                     ---------          ---------         ---------       ---------
     End of Period                               $   1,396,447      $   1,190,367     $   6,762,153     $ 6,504,382
                                                 =============      =============     =============     ===========

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

<TABLE>
<CAPTION>
                                                   AVP                               Montgomery Emerging
                                                   Worldwide Privatization             Markets
                                                   -------------------------------------------
                                                Year Ended         Year Ended        Year Ended       Year Ended
                                              Dec. 31, 1998      Dec. 31, 1997      Dec. 31, 1998    Dec. 31, 1997
                                              --------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                               <C>                <C>              <C>              <C>          
     Net Investment Income (Loss)                 $     (2,194)      $     (5,081)    $  (1,028,716)   $ (1,003,067)
     Net Realized Gain (Loss)                                                                        
                                                       117,847             77,528       (26,592,612)      3,537,353
     Net Unrealized Gain (Loss) On                                                                   
Investments                                              3,073             43,779       (10,896,085)    (13,430,624)
                                                         -----             ------       -----------     ----------- 

     Net Increase (Decrease) In Net Assets
Resulting From Operations                                                                              
                                                       118,726            116,226       (38,517,413)    (10,896,338)
                                                       -------            -------       -----------     ----------- 

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                              
                                                         1,267             18,224        15,292,607      49,233,800
     Net Transfers Between Sub-accounts                                                              
                                                       (32,624)           (40,124)      (11,481,926)     44,663,955
     Surrenders                                                                                      
                                                      (118,822)          (191,761)       (4,308,589)     (2,984,810)
                                                      --------           --------        ----------      ---------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions                                                              
                                                      (150,179)          (213,661)         (497,908)     90,912,945
                                                      --------           --------          --------      ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
                                                       (31,453)           (97,435)      (39,015,321)      80,016,607
                                                       -------            -------       -----------       ----------

NET ASSETS:
     Beginning of Period                                                                             
                                                     1,258,211          1,355,646       104,218,709      24,202,102
                                                     ---------          ---------       -----------      ----------
     End of Period                               $   1,226,758      $   1,258,211     $  65,203,388   $ 104,218,709
                                                 =============      =============     =============   =============

</TABLE>

See Notes to Financial Statements.
* Date Operations Commenced.

                                               LAT - Equity
                                                  Value
                                                  -----
                                               May. 4* thru
                                              Dec. 31, 1998
                                              -------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
     Net Investment Income (Loss)                  $     2,589
     Net Realized Gain (Loss)                
                                                       (39,164)
     Net Unrealized Gain (Loss) On           
Investments                                            405,617
                                                       -------

     Net Increase (Decrease) In Net Assets
Resulting From Operations                      
                                                       369,042
                                                       -------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits      
                                                     8,163,400
     Net Transfers Between Sub-accounts      
                                                     2,581,848
     Surrenders                                
                                                      (161,130)
                                                      -------- 

     Net Increase (Decrease) In Net Assets
Resulting From Capital Share Transactions      
                                                    10,584,118
                                                    ----------

TOTAL INCREASE (DECREASE) IN NET ASSETS      
                                                    10,953,160
                                                    ----------

NET ASSETS:
     Beginning of Period                     
                                                             -
                                                    ----------
     End of Period                               $  10,953,160
                                                 =============


See Notes to Financial Statements.
* Date Operations Commenced.



American Skandia Life Assurance Corporation
Variable Account B - Class 1


Notes to Financial Statements
December 31, 1998
- --------------------------------------------------------------------------------

1.   ORGANIZATION
 
American  Skandia Life Assurance  Corporation  Variable Account B - Class 1 (the
"Account") is a separate  investment  account of American Skandia Life Assurance
Corporation  ("American  Skandia" or "Company").  The Account is registered with
the SEC under the Investment Company Act of 1940 as a unit investment trust. The
Account commenced operations September 20, 1988.

As of December 31, 1998, the Account consisted of fifty-four sub-accounts. These
financial  statements report on forty-nine  sub-accounts offered in the LifeVest
Personal  Security  Annuity,  the American  Skandia  Advisors Plan Annuity,  the
American Skandia Advisors Plan II Annuity,  the Imperium  Annuity,  the American
Skandia  Protector  Annuity,  the Emerald Choice Annuity,  American Skandia XTra
Credit  Annuity,  American  Skandia  LifeVest  Annuity and the Alliance  Capital
Navigator Annuity. Each of the forty-nine  sub-accounts invests only in a single
corresponding  portfolio of either Neuberger Berman Advisers  Management  Trust,
The Alger American Fund,  American  Skandia Trust,  Alliance  Variable  Products
Series Fund,  Inc.,  Montgomery  Variable  Series,  or Life & Annuity Trust (the
"Trusts").  Neuberger  Berman  Management,  Incorporated  is the advisor for the
Neuberger Berman Advisers  Management Trust. Fred Alger Management,  Inc. is the
advisor for The Alger  American  Fund.  American  Skandia  Investment  Services,
Incorporated,  an  affiliate,  is the  investment  manager for American  Skandia
Trust,  while  Putnam  Investment  Management,  Inc.,  Lord Abbett & Co.,  Janus
Capital Corporation,  J. P. Morgan Investment  Management Inc., Neuberger Berman
Management  Incorporated,   Federated  Investment  Counseling,   T.  Rowe  Price
Associates,  Inc.,  Rowe  Price-Fleming  International,   Inc.,  Founders  Asset
Management,  LLC, Pacific  Investment  Management  Company,  INVESCO Funds Group
Inc.,  OppenheimerFunds,Inc.,  American  Century  Investment  Management,  Inc.,
Marisco  Capital  Management  LLC,  Stein Roe & Farnham  Inc.,  Cohen and Steers
Capital  Management,  Inc.  and Bankers  Trust  Company,  are the  sub-advisors.
Alliance  Capital  Management  L.P.  is the advisor  for the  Alliance  Variable
Products  Series  Fund,  Inc.,  and  Montgomery  Asset  Management,  L.P. is the
investment advisor for the Montgomery Variable Series.  Wells Fargo Bank N.A. is
the investment manager for the Life and Annuity Trust.

The  investment  advisors  are paid fees for their  services  by the  respective
Trusts.

The Lifevest  Personal  Security  Annuity,  the American  Skandia  Advisors Plan
Annuity,  and the  American  Skandia  Advisors  Plan II  Annuity,  the  Imperium
Annuity,  the Emerald Choice Annuity,  American Skandia XTra Credit Annuity, the
Alliance Capital  Navigator  Annuity,  American Skandia LifeVest Annuity and the
American  Skandia  Protector  Annuity  are  marketed  through  American  Skandia
Marketing, Inc. an affiliate.

The following four  sub-accounts  became  available for operations on January 2,
1998:  the Lord Abbett  Small Cap Value,  the Stein Roe  Venture,  the Cohen and
Steers  Realty,  and the Bankers  Trust  Enhanced  500. The Life & Annuity Trust
Equity Value Fund became available for operations on May 1, 1998.


American Skandia Life Assurance Corporation
Variable Account B - Class 1


Notes to Financial Statements

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


2.   VALUATION OF INVESTMENTS

The market  value of the  investments  in the  sub-accounts  is based on the net
asset  values  of the  Trust  shares  held  at the  end of the  current  period.
Transactions  are  accounted  for on the  trade  date  and  dividend  income  is
recognized  on  an  accrual  basis.  Realized  gains  and  losses  on  sales  of
investments are determined on a first-in first-out basis.

3.   ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires that  management make estimates and assumptions
that affect the reported  amounts of assets and  liabilities  at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

4.   INCOME TAXES

American  Skandia does not expect to incur any federal  income tax  liability on
earnings, or realized capital gains attributable to the Account;  therefore,  no
charges for federal  income taxes are currently  deducted  from the Account.  If
American Skandia incurs income taxes attributable to the Account,  or determines
that such taxes will be  incurred,  it may make a charge for such taxes  against
the Account.

Under current laws,  American Skandia may incur state and local income taxes (in
addition to premium tax) in several states. The Company does not anticipate that
these will be  significant.  However,  American  Skandia may make charges to the
Account in the event that the amount of these taxes changes.

5.   DIVERSIFICATION REQUIREMENTS
 
Section  817(h) of the Internal  Revenue 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 the insurance companies). If the diversification
requirements  under the Internal Revenue 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 complied with the terms of these regulations.


American Skandia Life Assurance Corporation
Variable Account B - Class 1


Notes to Financial Statements

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

6.   CONTRACT CHARGES

The  following  contract  charges are paid to American  Skandia  which  provides
administrative services to the Account:

Mortality  and Expense  Risk Charges - Charged  daily  against the Account at an
annual rate of 1.25% of the net assets.

Administrative  Fees - Charged  daily  against  the Account at an annual rate of
 .15% of the net assets.  A maintenance fee of $30 per  contractowner  account is
deducted at the end of each contract year and on surrender.

Contingent  Deferred  Sales Charges are computed as set forth in the  respective
prospectus' of the LifeVest  Personal  Security  Annuity,  the American  Skandia
Advisors  Plan  Annuity,  the  American  Skandia  Advisor  Plan II Annuity,  the
Imperium Annuity,  the American Skandia Protector Annuity,  the American Skandia
Xtra Credit  Annuity,  the  American  Skandia  Emerald  Choice  Annuity,  or The
Alliance Capital Navigator Annuity.  These charges may be imposed on the full or
partial surrender of certain  contracts.  There is no contingent  deferred sales
charge if all premiums were received at least eight  complete years prior to the
date of the full or partial surrender.

7.    YEAR 2000 COMPLIANCE  (UNAUDITED)

The Company is continuing its ongoing  assessment of the potential impact of the
year 2000  issue on various  aspects of its  business.  The  Company's  computer
support is provided by its affiliate,  American Skandia Information Services and
Technology  Corporation,  which also  provides  such  support for the  Company's
affiliated  broker-dealer,  American Skandia  Marketing,  Incorporated,  and the
Company's  affiliated  investment  advisory firm,  American  Skandia  Investment
Services,  Incorporated.  Because of the nature of the Company's  business,  any
assessment of the  potential  impact of the year 2000 issues on the Company must
be an assessment of the potential impact of these issues on all these companies,
which are referred to below as "American Skandia".

Business Partners

Management  believes  the  Company is most  vulnerable  in its  interfaces  with
computer   systems   of   investment   managers,   sub-advisors,   third   party
administrators,  vendors and other business partners.  The inability to properly
recognize  date  sensitive  electronic  information  and  transfer  data between
systems could cause errors or even a complete systems failure which would result
in a temporary inability to process  transactions  correctly or engage in normal
business activities.

The American Skandia deferred annuity operational  business partners report that
all critical interfaces are Year 2000 compliant.

American Skandia Life Assurance Corporation
Variable Account B - Class 1

Notes to Financial Statements

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

All  investment  managers and  sub-advisors  are required by the  Securities and
Exchange Commission to publicly disclose their Year 2000 status in December 1998
and June 1999.

American Skandia has initiated formal  communications  with parties that provide
third party administration, record keeping and trust services in connection with
its life insurance and qualified retirement plan annuities business.  Management
has already  received  several written  assurances that these firms will be Year
2000 compliant.  The Company expects to have  certifications  from all remaining
parties by July 1999. American Skandia is currently developing contingency plans
in the event that these targets are not met.

Information Technology Systems

American  Skandia is a  relatively  young  company  whose  internally  developed
systems  were  designed  from the start with four digit year codes.  The Company
engaged  an  external  information  technology  specialist  to  review  American
Skandia's operating systems and internally  developed  software.  The assessment
was  completed  in  December  1997  and the  results  were  favorable.  Specific
modifications  were  suggested,   evaluated  and  implemented  for  the  annuity
administration  system. This project was completed during 1998 and a certificate
of  compliance  has  been  received.  Other  non-critical  internally  developed
applications in the  client/server  area have already been or will be remediated
during 1999. The costs  associated with this aspect of Year 2000 compliance have
not had,  and are not expected to have, a  significant  impact on the  Company's
results from operations.

Suppliers and Non-Information Technology Systems

Like most  companies,  American  Skandia  is  reliant on  network,  and  desktop
operating systems and software  providers to release compliant versions of their
respective  systems.  American  Skandia's  network  is  currently  at  the  most
compliant level available.  The standard  desktop software will be replaced,  as
fully compliant  versions become available.  In addition,  the Company is in the
process  of  contacting  the  non-information   systems  vendors  and  suppliers
regarding their Year 2000 compliance status and will factor the results of these
assessments into its contingency plans.

Management  believes  it has an  effective  program in place to resolve the Year
2000 issue in a timely manner. However, should errors or disruptions in computer
service  occur,  the  Company  could  realize  losses.   Given  the  nature  and
uncertainty of such losses, the amounts cannot be reasonably determined.

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT B - CLASS 1

NOTES TO FINANCIAL STATEMENTS



8.   CHANGES IN THE UNITS
OUTSTANDING
<TABLE>
<CAPTION>

                                7 Class 1 Sub-accounts
                                  Investing In:
                                            NBAMT                   AAF-Small
                                          Partners               Capitalization
                                          -------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>          <C>          <C>          <C>       
Units Outstanding Beginning of      31,834,555   18,457,334   13,866,126   14,939,269
the Period
Units Purchased                      4,105,063    9,679,244    1,245,613    1,933,994
Units Transferred Between           (8,027,728)   4,875,366     (436,382)  (2,187,695)
Sub-accounts
Units Surrendered                   (1,979,232)  (1,177,389)    (972,761)    (819,442)
                                    ----------   ----------     --------     -------- 
Units Outstanding End of the        25,932,658   31,834,555   13,702,596   13,866,126
                                    ==========   ==========   ==========   ==========
Period
</TABLE>
                                                                          

* Date Operations Commenced.


<TABLE>
<CAPTION>
                                                                       AAF
                                         AAF-Growth               MidCap Growth
                                         --------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>          <C>          <C>          <C>       
Units Outstanding Beginning of      15,854,570   15,666,357   14,687,032   14,528,945
the Period
Units Purchased                      2,331,363    2,460,915    2,575,065    3,129,612
Units Transferred Between              108,753  (1,327,005)    1,298,394   (2,236,547)
Sub-accounts
Units Surrendered                   (1,125,894)    (945,697)  (1,000,528)    (734,978)
                                    ----------     --------   ----------     -------- 
Units Outstanding End of the        17,168,792   15,854,570   17,559,963   14,687,032
                                    ==========   ==========   ==========   ==========
Period
</TABLE>
                                                                          

* Date Operations Commenced.


<TABLE>
<CAPTION>
                                         AST- Putnam               AST-Putnam
                                    International Equity         Balanced Asset
                                    -------------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>          <C>          <C>          <C>       
Units Outstanding Beginning of      17,534,233   17,220,688   22,109,373   20,691,852
the Period
Units Purchased                      1,843,706    2,412,511    2,761,491    3,416,194
Units Transferred Between             (449,181)    (997,793)    (485,362)    (489,875)
Sub-accounts
Units Surrendered                   (1,180,198)  (1,101,173)  (1,751,158)  (1,508,798)
                                    ----------   ----------   ----------   ---------- 
Units Outstanding End of the        17,748,560   17,534,233   22,634,344   22,109,373
                                    ==========   ==========   ==========   ==========
Period
</TABLE>
                                                

* Date Operations Commenced.


<TABLE>
<CAPTION>
                                      AST-Putnam Value           AST-Lord Abbett
                                       Growth & Income           Growth & Income
                                       -----------------------------------------
                                   Year Ended  Jan. 3* thru  Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                  <C>          <C>         <C>          <C>       
Units Outstanding Beginning of       9,523,815            0   42,197,002   28,937,085
the Period
Units Purchased                      4,822,989    5,163,022   10,235,556   11,603,965
Units Transferred Between              133,543    4,522,905   (1,521,585)   3,636,261
Sub-accounts
Units Surrendered                     (635,157)    (162,112)  (2,931,624)  (1,980,309)
                                      --------     --------   ----------   ---------- 
Units Outstanding End of the        13,845,190    9,523,815   47,979,349   42,197,002
                                    ==========    =========   ==========   ==========
Period
</TABLE>


* Date Operations Commenced.

<TABLE>
<CAPTION>
                                    AST-Lord       AST
                                     Abbett
                                   Small Cap      JanCap
                                     Value        Growth
                                     -------------------
                                  Jan. 2* thru  Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1998         1997
                                      ------------------------------
<S>                                  <C>         <C>          <C>       
Units Outstanding Beginning of               0   62,486,302   46,779,164
the Period
Units Purchased                      2,104,040   13,611,226   15,973,272
Units Transferred Between            2,073,342    8,705,025    2,439,688
Sub-accounts
Units Surrendered                      (95,512)  (4,170,955)  (2,705,822)
                                       -------   ----------   ---------- 
Units Outstanding End of the         4,081,870   80,631,598   62,486,302
                                     =========   ==========   ==========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                      AST                    AST- Neuberger & Berman
                                  Money Market                    Midcap Value
                                  --------------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>          <C>          <C>           <C>      
Units Outstanding Beginning of      66,870,000   42,435,169   11,745,440    9,062,152
the Period
Units Purchased                     87,759,186   80,965,954    4,805,522    1,402,045
Units Transferred Between          (65,830,717) (47,392,033)     709,282    1,853,390
Sub-accounts
Units Surrendered                  (12,943,027)  (9,139,090)    (850,123)    (572,147)
                                   -----------   ----------     --------     -------- 
Units Outstanding End of the        75,855,442   66,870,000   16,410,121   11,745,440
                                    ==========   ==========   ==========   ==========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                   AST- Neuberger & Berman        AST-Federated
                                        Midcap Growth              High Yield
                                        -------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>           <C>         <C>          <C>       
Units Outstanding Beginning of      11,293,799    9,563,858   29,663,242   15,460,522
the Period
Units Purchased                      2,745,074    2,991,383   13,411,950   10,945,250
Units Transferred Between               29,773     (727,314)    (542,547)   4,425,749
Sub-accounts
Units Surrendered                     (679,357)    (534,128)  (2,362,501)  (1,168,279)
                                      --------     --------   ----------   ---------- 
Units Outstanding End of the        13,389,289   11,293,799   40,170,144   29,663,242
                                    ==========   ==========   ==========   ==========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                      AST-T. Rowe Price            AST-T. Rowe
                                      Asset Allocation         Price International
                                                                     Equity
                                                                     ------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>           <C>         <C>          <C>       
Units Outstanding Beginning of      13,524,781    8,863,840   37,784,426   32,628,595
the Period
Units Purchased                      4,774,662    4,329,794    3,616,803    9,274,838
Units Transferred Between            1,240,495      887,193   (4,990,460)  (2,510,182)
Sub-accounts
Units Surrendered                   (1,070,623)    (556,046)  (2,082,344)  (1,608,825)
                                    ----------     --------   ----------   ---------- 
Units Outstanding End of the        18,469,315   13,524,781   34,328,425   37,784,426
                                    ==========   ==========   ==========   ==========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                         AST-T. Rowe            AST-T. Rowe Price
                                  Price International Bond      Natural Resources
                                  -----------------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>           <C>          <C>          <C>      
Units Outstanding Beginning of      12,089,872    8,677,712    7,550,076    6,061,852
the Period
Units Purchased                      2,080,674    3,527,220      719,907    2,783,573
Units Transferred Between           (1,532,040)     431,115  (2,215,406)    (989,683)
Sub-accounts
Units Surrendered                     (630,814)    (546,175)    (357,124)    (305,666)
                                      --------     --------     --------     -------- 
Units Outstanding End of the        12,007,692   12,089,872    5,697,453    7,550,076
                                    ==========   ==========    =========    =========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                      AST-T.Rowe Price            AST-Founders
                                     Small Company Value      Capital Appreciation
                                     ---------------------------------------------
                                   Year Ended  Jan. 3* thru  Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>           <C>         <C>          <C>       
Units Outstanding Beginning of      14,612,510            0   14,662,728   12,282,211
the Period
Units Purchased                      8,268,339    5,872,306    2,138,530    4,218,093
Units Transferred Between            2,739,257    8,916,648     (852,642)  (1,241,937)
Sub-accounts
Units Surrendered                     (919,895)    (176,444)    (945,615)    (595,639)
                                      --------     --------     --------     -------- 
Units Outstanding End of the        24,700,211   14,612,510   15,003,001   14,662,728
                                    ==========   ==========   ==========   ==========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                        AST-Founders             AST-PIMCO Total
                                          Passport                 Return Bond
                                          ------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                  <C>          <C>         <C>          <C>       
Units Outstanding Beginning of       9,988,104    9,922,698   44,098,036   29,921,643
the Period
Units Purchased                        982,194    2,366,964   15,487,198   12,095,654
Units Transferred Between           (1,248,789)  (1,910,689)   7,951,018    4,027,450
Sub-accounts
Units Surrendered                     (513,886)    (390,869)  (3,311,634)  (1,946,711)
                                      --------     --------   ----------   ---------- 
Units Outstanding End of the         9,207,623    9,988,104   64,224,618   44,098,036
                                     =========    =========   ==========   ==========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                          AST-PIMCO                AST-INVESCO
                                    Limited Maturity Bond         Equity Income
                                    -------------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>          <C>          <C>          <C>       
Units Outstanding Beginning of      25,008,310   18,894,375   33,420,274   23,592,226
the Period
Units Purchased                      6,819,143    7,494,640    9,297,421    8,977,974
Units Transferred Between             (684,313)    (100,195)     531,077    2,263,991
Sub-accounts
Units Surrendered                   (2,279,208)  (1,280,510)  (2,254,585)  (1,413,917)
                                    ----------   ----------   ----------   ---------- 
Units Outstanding End of the        28,863,932   25,008,310   40,994,187   33,420,274
                                    ==========   ==========   ==========   ==========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                       AST-Oppenheimer       AST-Janus
                                      Large-Cap Growth           Overseas Growth
                                      ------------------------------------------
                                   Year Ended   Year Ended   Year Ended  Jan. 3* thru
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                 <C>           <C>         <C>          <C>
Units Outstanding Beginning of      18,736,994    4,324,161   21,405,891            0
the Period
Units Purchased                      4,623,955    8,013,060   11,899,890   10,023,709
Units Transferred Between           (3,230,217)   6,821,916   11,883,784   11,666,669
Sub-accounts
Units Surrendered                   (1,121,490)    (422,143)  (1,477,802)    (284,487)
                                    ----------     --------   ----------     -------- 
Units Outstanding End of the        19,009,242   18,736,994   43,711,763   21,405,891
                                    ==========   ==========   ==========   ==========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                    AST-Twentieth Century     AST-Twentieth Century
                                     Strategic Balanced       International Growth
                                     ---------------------------------------------
                                   Year Ended  Jan. 3* thru  Year Ended  Jan. 3* thru
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                  <C>          <C>          <C>          <C>
Units Outstanding Beginning of       2,560,866            0    2,857,188            0
the Period
Units Purchased                      2,937,698    1,768,125    1,880,604    1,259,021
Units Transferred Between            1,389,668      832,332    1,128,158    1,673,026
Sub-accounts
Units Surrendered                     (174,167)     (39,591)    (195,614)     (74,859)
                                      --------      -------     --------      ------- 
Units Outstanding End of the         6,714,065    2,560,866    5,670,336    2,857,188
                                     =========    =========    =========    =========
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                      AST-Marsico           AST - Stein     AST - Cohen
                                                                Roe           &
                                       Capital Growth         Venture       Steers Realty
                                       --------------------------------------------------
                                   Year Ended  Dec. 22* thru  Jan. 8* thru    Jan. 2* thru
                                     Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1998
                                      -------------------------------------------
<S>                                    <C>          <C>        <C>          <C>
Units Outstanding Beginning of         714,309            0            0            0
the Period
Units Purchased                     15,519,396       24,445      543,098    1,904,485
Units Transferred Between           25,482,134      690,432      547,131    1,980,757
Sub-accounts
Units Surrendered                     (958,390)        (568)     (11,890)    (113,781)
                                      --------         ----      -------     -------- 
Units Outstanding End of the        40,757,449      714,309    1,078,339    3,771,461
                                    ==========      =======    =========    =========
Period
</TABLE>


* Date Operations Commenced.


                                     AST -           AVP - Short
                                    Bankers              Term
                                     Trust           Multi Market
                                  Enhanced 500
                                  ------------      -------------
                                  Jan. 2* thru  Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1998         1997
                                      ------------------------------
Units Outstanding Beginning of               0       15,900       21,778
the Period
Units Purchased                      5,538,994          (1)          878
Units Transferred Between           17,516,454          437       (6,154)
Sub-accounts
Units Surrendered                     (633,694)      (3,371)        (602)
                                      --------       ------         ---- 
Units Outstanding End of the        22,421,754       12,965       15,900
                                    ==========       ======       ======
Period


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                     AVP -                  AVP - Growth
                                    Premier
                                     Growth                   & Income
                                     ---------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                    <C>          <C>          <C>          <C>    
Units Outstanding Beginning of         282,732      324,710      333,337      333,181
the Period
Units Purchased                          1,314        6,675        3,501       12,865
Units Transferred Between                7,195       (4,828)     (25,574)      22,165
Sub-accounts
Units Surrendered                      (30,870)     (43,825)     (49,892)     (34,874)
                                       -------      -------      -------      ------- 
Units Outstanding End of the           260,371      282,732      261,372      333,337
                                       =======      =======      =======      =======
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                      AVP - U.S. Govt /     AVP - Total
                                    High Grade Securities      Return
                                    ---------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                    <C>          <C>          <C>          <C>    
Units Outstanding Beginning of         192,058      185,268      307,432      300,093
the Period
Units Purchased                            543       10,827       11,281       26,945
Units Transferred Between               15,479       10,432     (19,815)        3,595
Sub-accounts
Units Surrendered                      (50,863)     (14,469)    (114,185)     (23,201)
                                       -------      -------     --------      ------- 
Units Outstanding End of the           157,217      192,058      184,713      307,432
                                       =======      =======      =======      =======
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                      AVP                   AVP - Money
                                  International                Market
                                  -----------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                    <C>          <C>          <C>          <C>    
Units Outstanding Beginning of         235,027      258,640      115,139      169,930
the Period
Units Purchased                          1,791        6,974       15,966          504
Units Transferred Between              (40,112)     (11,547)     201,900      (20,893)
Sub-accounts
Units Surrendered                      (21,019)     (19,040)    (199,898)     (34,402)
                                       -------      -------     --------      ------- 
Units Outstanding End of the           175,687      235,027      133,107      115,139
                                       =======      =======      =======      =======
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                       AVP - N.A. Govt          AVP - Global
                                     Income                    Dollar Govt Income
                                     --------------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                     <C>          <C>          <C>          <C>   
Units Outstanding Beginning of          27,787       27,786       51,199       61,473
the Period
Units Purchased                            510          443          747          290
Units Transferred Between              (13,251)        2,955      (7,952)        (465)
Sub-accounts
Units Surrendered                       (4,498)      (3,397)      (2,455)     (10,099)
                                        ------       ------       ------      ------- 
Units Outstanding End of the            10,548       27,787       41,539       51,199
                                        ======       ======       ======       ======
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                     AVP -                  AVP - Global
                                    Utility
                                     Income                     Bond
                                     -------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                     <C>          <C>          <C>          <C>   
Units Outstanding Beginning of          57,174       67,898       28,395       30,644
the Period
Units Purchased                          1,316        1,198           21        3,131
Units Transferred Between               (3,007)      (3,597)      (1,751)      (3,890)
Sub-accounts
Units Surrendered                       (8,338)      (8,325)      (3,091)      (1,490)
                                        ------       ------       ------       ------ 
Units Outstanding End of the            47,145       57,174       23,574       28,395
                                        ======       ======       ======       ======
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                     AVP - Conservative     AVP - Growth
                                   Investors                 Investors
                                   -----------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                     <C>          <C>          <C>          <C>   
Units Outstanding Beginning of          89,301       87,961       81,759       80,640
the Period
Units Purchased                         11,911        4,662        3,501        4,202
Units Transferred Between                6,895          317        1,101        (450)
Sub-accounts
Units Surrendered                      (21,691)      (3,639)      (7,713)      (2,633)
                                       -------       ------       ------       ------ 
Units Outstanding End of the            86,416       89,301       78,648       81,759
                                        ======       ======       ======       ======
Period
</TABLE>


* Date Operations Commenced.

<TABLE>
<CAPTION>
                                      AVP                      AVP -
                                                             Worldwide
                                     Growth                 Privatization
                                     ------------------------------------
                                   Year Ended   Year Ended   Year Ended   Year Ended
                                    Dec. 31,     Dec. 31,     Dec. 31,     Dec. 31,
                                      1998         1997         1998         1997
                                      -------------------------------------------
<S>                                    <C>          <C>           <C>         <C>    
Units Outstanding Beginning of         293,327      330,184       89,962      105,845
the Period
Units Purchased                            663        8,471           84        1,350
Units Transferred Between              (33,153)      (3,289)      (1,724)      (3,070)
Sub-accounts
Units Surrendered                      (20,576)     (42,039)      (8,057)     (14,163)
                                       -------      -------       ------      ------- 
Units Outstanding End of the           240,261      293,327       80,265       89,962
                                       =======      =======       ======       ======
Period
</TABLE>


* Date Operations Commenced.


<TABLE>
<CAPTION>
                                   Montgomery               LAT - Equity
                                    Emerging                 Value Fund
                                    Markets
                                    -------
                                   Year Ended     Year Ended  May 4,* thru
                                    Dec. 31,       Dec. 31,     Dec. 31,
                                      1998           1997         1998
                                      --------------------------------
<S>                                 <C>           <C>            <C>
Units Outstanding Beginning of      10,371,104    2,360,940            0
the Period
Units Purchased                      1,909,232    4,288,871      881,906
Units Transferred Between           (1,222,281)   3,960,172      280,035
Sub-accounts
Units Surrendered                     (523,672)    (238,879)     (13,092)
                                      --------     --------      ------- 
Units Outstanding End of the        10,534,383   10,371,104    1,148,849
                                    ==========   ==========    =========
Period
</TABLE>


* Date Operations Commenced.
VARIABLE ACCOUNT B - CLASS 1

NOTES TO FINANCIAL STATEMENTS

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


9.  SECURITIES TRANSACTIONS (CONT.)

Purchases and sales of securities,  other than  short-term  securities,  for the
year ended December 31, 1998 were as follows:

<TABLE>
<CAPTION>
                                                           Purchases              Sales
                                                     ------------------------------------------
<S>                                                          <C>                 <C>          
NBAMT - Partners                                             $ 211,227,219       $ 248,237,285
AAF - Small Capitalization                                     541,253,824         485,415,506
AAF - Growth                                                   610,555,795         429,396,454
AAF - Midcap                                                   269,716,519         166,171,813
AST - Putnam International Equity                              221,380,219         171,022,786
AST - Putnam Balanced                                           63,240,290          29,298,693
AST - Putnam Value Growth & Income                              78,229,679          22,415,216
AST - Lord Abbett Growth & Income                              316,409,893         138,309,895
AST - Lord Abbett Small Cap Value                               52,212,458          10,001,399
AST - JanCap Growth                                          1,528,629,786         905,379,148
AST - Money Market                                           3,614,317,083       3,478,041,119
AST - Neuberger & Berman Midcap Value                          203,144,670         115,273,133
AST - Neuberger & Berman Midcap Growth                         210,448,072         148,760,949
AST - Federated High Yield Bond                                362,705,310         190,641,441
AST - T. Rowe Price Asset Allocation                           102,653,143          17,564,334
AST - T. Rowe Price International Equity                       374,711,243         414,739,972
AST - T. Rowe Price International Bond                          32,374,496          34,067,344
AST - T. Rowe Price Natural Resources                           28,642,174          48,521,917
AST - T. Rowe Price Small Company Value                        180,459,620          54,220,940
AST - Founders Capital Appreciation                             71,849,829          61,753,055
AST - Founders Passport                                        108,400,061         119,725,842
AST - Pimco Total Return Bond                                  461,105,221         173,641,874
AST - Pimco Limited Maturity Bond                              176,564,627         122,469,152
AST - INVESCO Equity Income                                    364,257,181         194,753,108
AST - Oppenheimer Large-Cap Growth                             107,825,138         107,316,589
AST - Janus Overseas Growth                                    599,911,272         313,218,801
AST - 20th Century Strategic Balanced                           55,137,305           5,405,116
AST - 20th Century International Growth                         89,202,065          51,544,903
AST - Marsico Capital Growth                                   579,714,969          94,871,335
AST - Stein Roe Venture                                         11,108,378           1,703,209
AST - Cohen & Steers Realty                                     40,207,137           4,959,154
AST - Bankers Trust Enhanced 500                               381,942,151         132,604,597
Alliance Short Term Multi Market                                    22,125              41,480
Alliance Premium Growth                                            898,993           1,734,559
Alliance Growth & Income                                         1,008,621           2,235,834
Alliance U.S. Government                                           510,011             881,308
Alliance Total Return                                              683,996           2,598,571
Alliance International                                             256,938           1,085,760
Alliance Money Market                                            3,159,090           2,903,477
Alliance North American Government Income                           42,052             256,679
Alliance Global Dollar Government Income                           102,467             180,486
Alliance Utility Income                                            141,364             297,627
Alliance Global Bond                                                23,972              85,463
Alliance Conservative Investors                                    402,717             387,683
Alliance Growth Investors                                          178,224             140,462
Alliance Growth                                                    444,799           1,478,863
Alliance World Privatization                                       117,299             208,529
Montgomery Variable Emerging Markets                            51,440,033          52,966,649
LAT Equity Value                                                11,342,039             755,332
                                                     ==========================================
                                                          $ 12,120,311,567     $ 8,559,684,841
                                                     ==========================================
</TABLE>









                                     PART C

                                OTHER INFORMATION


<PAGE>


Item 24.  Financial Statements and Exhibits:

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

(b)      Exhibits are attached as indicated.

         (1)      Copy of the  resolution of the board of directors of Depositor
                  authorizing the  establishment  of the Registrant for Separate
                  Account B 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  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 filed via EDGAR with
                           Post-Effective   Amendment  No.  7  to   Registration
                           Statement No. 33-87010, filed April 24, 1998.

         (4)      (a)      Copy of the Form of  Annuity  filed via EDGAR  with  
                           Post-effective Amendment No. 3 to this  Registration 
                           Statement No.  33-87010,  filed April 25, 1996.

                  (b)      Copy of Guaranteed Minimum Death Benefit Endorsement
                           FILED HEREWITH

                  (c)      Copy of Performance-related Benefits and First Year 
                           Credits Endorsement
                           FILED HEREWITH

         (5)      A copy of the application form used with the Annuity 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  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   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 filed via
                           EDGAR  with   Post-Effective   Amendment   No.  4  to
                           Registration  Statement No. 33-87010,  filed February
                           25, 1997

                  (b)      The  Alger   American   Fund  filed  via  EDGAR  with
                           Post-Effective   Amendment  No.  6  to   Registration
                           Statement No. 33-87010, filed March 2, 1998.

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

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

                  (e)      Rydex Variable Trust                   FILED HEREWITH

         (9)      Opinion and Consent of Werner & Kennedy.        FILED HEREWITH

         (10)     (a)      Consent of Ernst & Young LLP           FILED HEREWITH
                  (b)      Consent of Deloitte & Touche LLP.      FILED HEREWITH

         (11)     Not applicable.

         (12)     Not applicable.

         (13)     Calculation of Performance  Information for  Advertisement  of
                  Performance filed via EDGAR with Post-effective  Amendment No.
                  12 to  Registration  Statement No.  33-44436,  filed April 29,
                  1996.

         (14)     Financial Data Schedule                         FILED HEREWITH

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 104,469
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.

<TABLE>
<CAPTION>
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.

<S>                                                                             <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

Y.K. Chan                                                                       Senior Vice President and
American Skandia Life Assurance Corporation                                     Chief Information Officer
One Corporate Drive, P.O. Box 883
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

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

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

Eileen S. McCann                                                                Vice President,
American Skandia Life Assurance Corporation                                     Key Accounts Marketing
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

David R. Monroe                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     Treasurer and
One Corporate Drive, P.O. Box 883                                               Corporate Controller
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                                                               Executive 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
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Leslie S. Sutherland                                                            Vice President,
American Skandia Life Assurance Corporation                                     National Key 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,
One Corporate Drive, P.O. Box 883                                               Finance and 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) American Skandia Life Assurance Corporation  ("Depositor") hereby represents
that the aggregate  fees and charges under the annuity  contracts are reasonable
in relation to the services rendered,  the expenses expected to be incurred, and
the risks assumed by the Depositor.

   
(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.
    



                                    EXHIBITS

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


No. 4(b)      Guaranteed Minimum Death Benefit Endorsement

No. 4(c)      Performance-related Benefits and First Year Credits Endorsement

No. 8(e)      Rydex Variable Trust

No. 9         Opinion and Consent of Werner & Kennedy

No. 10(a)     Consent of Ernst & Young LLP

No. 10(b)     Consent of Deloitte & Touche LLP

No. 14        Financial Data Schedule


                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(b) for  effectiveness of the Registration  Statement and
has duly caused this  Registration  Statement to be signed on its behalf, in the
Town of Shelton and State of Connecticut, on this 26th day of April, 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,                 April 26, 1999
           Jan R. Carendi                   Chairman of the Board and Director

                                              (Principal Financial Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and          April 26, 1999
             Thomas M. Mazzaferro              Chief Financial Officer

                                             (Principal Accounting Officer)

       /s/ David R. Monroe                Senior Vice President, Treasurer           April 26, 1999
            David R. Monroe                     and Corporate 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 Initial Registration Statement No. 333-25733
        
</FN>
</TABLE>




1
END-GDB(2/99)-01
                   American Skandia Life Assurance Corporation
                       One Corporate Drive, P.O. Box 883,
                           Shelton, Connecticut 06484

                                   Endorsement
                        Guaranteed Minimum Death Benefit

This  Endorsement is attached to either an individual  deferred  annuity or to a
certificate  representing interest in a group deferred annuity. If attached to a
certificate, the term "Owner" below is replaced by the term "Participant."

Effective  Date:  The  effective  date for the Death  Benefit  described in this
Endorsement is shown in the Schedule Supplement.

Deletion and  Replacement:  Any reference to a decedent's (the person upon whose
death the Death  Benefit is payable) Cut Off Date in the Schedule  Supplement is
hereby  replaced  with the  field  entitled  Death  Benefit  Target  Date in the
Schedule Supplement attached to this Endorsement.

The Death Benefit provision of the Annuity to which this Endorsement is attached
is hereby deleted and replaced with the following.  Any other  references to the
Death Benefit in other provisions of the Annuity are not deleted and replaced.

Death Benefit: In the Accumulation  Period, a Death Benefit is payable. If there
is more than one Owner, such Owners being natural persons,  the Death Benefit is
payable  upon the first  death of such  Owners.  If the Owner is an entity,  the
Death Benefit is payable upon the Annuitant's death, if no Contingent  Annuitant
is named. If a Contingent  Annuitant was designated before the Annuitant's death
and the Annuitant dies, the Contingent  Annuitant then becomes the Annuitant and
a Death Benefit is not currently payable.

Definitions:  Shown below are certain terms  describing how the Death Benefit is
calculated.

         The  "Highest  Periodic  Value"  equals the  greatest  of all  previous
         "Periodic  Values,"  on or before the  earlier of the date of death and
         the "Death Benefit Target Date."

         The "Death Benefit Target Date" is as shown in the Schedule Supplement.

         "Periodic  Value" is the Account  Value at the end of each  "Applicable
         Period,"  plus the sum of all  Purchase  Payments  after the end of the
         "Applicable  Period"  less  the  sum of all  "Proportional  Reductions"
         applied  against  the  Highest  Periodic  Value  after  the end of such
         "Applicable Period" and less any "Credits."

         The  "Applicable  Period"  begins  on  the  Initial  Applicable  Period
         Beginning Date shown in the Schedule Supplement. Each Applicable Period
         lasts for the  amount  of time  shown as the  Applicable  Period in the
         Schedule Supplement. Each Applicable Period after the first begins when
         the previous  one ends.  However,  if the Death  Benefit has not become
         payable,  the last  Applicable  Period ends on the Death Benefit Target
         Date.

         A  "Proportional   Reduction"  is  a  proportional   reduction  applied
         separately  to each  of the  "values  being  measured",  caused  by all
         withdrawals  and any  charges  for  optional  benefits  other  than the
         deductions  to  pay  for  this  benefit.   The  proportion  equals  the
         proportionate  reduction in the Account Value due to the  withdrawal as
         of that date. The "values being measured" are:

                  (1)      Purchase   Payments   accumulated   at  the   Assumed
                           Accumulation  Rate shown in the  Schedule  Supplement
                           less any prior Proportional Reductions accumulated at
                           the  Accumulated  Interest Rate shown in the Schedule
                           Supplement, as described below in B(1);

                  (2)      The Highest  Periodic  Value,  as described  below in
                           B(2); and

                  (3)      The Minimum Death Benefit on the Death Benefit Target
                           Date plus subsequent  Purchase  Payments and less any
                           subsequent  Proportional  Reductions  after the Death
                           Benefit Target Date, as described below in D.

         "Credits"  are amounts we provide  pursuant to your  Annuity  that,  in
         accordance  with its terms,  are subject to recovery  upon the death of
         the  decedent if death  occurs  within a time period  specified in your
         Annuity.  Credits are  recovered  as  provided  in your  Annuity or any
         amendment thereto.

Calculation of the Death Benefit:  The  calculation of the Death Benefit depends
on how the Annuity is owned, as follows:

                          For Annuities with One Owner:

If the current Owner dies before the Death Benefit  Target Date for One Owner as
shown in the Schedule Supplement,  the Death Benefit equals the greater of A and
B, where:

         A is the Account  Value in the  Sub-accounts  plus the Interim Value in
           the Fixed Allocations,  if applicable, as of the date we receive "due
           proof of death" and our  requirements as described below in "Making a
           Claim," less any Credits; and

         B is the "Minimum Death  Benefit," which is the greater of (1) and (2),
where:

           (1)  is  the  sum of  all  Purchase  Payments  minus  the  sum of all
                Proportional  Reductions,  each increasing  daily to the Owner's
                date of  death at the  Assumed  Accumulation  Rate  shown in the
                Schedule  Supplement,  subject  to  a  "cap."  This  "cap"  is a
                specified  percentage of the  difference  between the sum of all
                Purchase  Payments  and  the  sum of all  withdrawals  as of the
                Owner's date of death. The specified  percentage is shown in the
                Schedule  Supplement  as the  "Purchase  Payments  with Interest
                Cap."

           (2) is the Highest  Periodic  Value on or  immediately  preceding the
Owner's date of death less any Credits.

         The  Minimum  Death  Benefit  is  increased  by any  Purchase  Payments
         received  after  the  Owner's  date  of  death  and  decreased  by  any
         Proportional Reductions after the Owner's date of death.

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

         C is the Account  Value as of the date we receive  "due proof of death"
         and our requirements as described below in "Making a Claim" (an MVA may
         be applicable to amounts in any applicable Fixed Allocations), less any
         Credits; and

         D is the Minimum Death Benefit as of the Death Benefit Target Date plus
         the sum of all Purchase  Payments on or after such date less the sum of
         all Proportional Reductions on or after such date and less any Credits.
         However,  Credits will be subtracted  only if the Minimum Death Benefit
         on the Death Benefit Target Date was the Highest Periodic Value.

                     For Annuities with More Than One Owner

If there is more than one Owner,  the Death Benefit is  calculated  according to
the rules set out above except that the Death Benefit Target Date is as shown in
the Schedule  Supplement  for More Than One Owner.  As noted above,  if there is
more than one Owner,  such Owners being  natural  persons,  the Death Benefit is
payable upon the first death of such Owners.

              For Annuities Where the Owner is Not a Natural Person

If the Annuity Owner is not a natural person, the Death Benefit is calculated as
described  above for  Annuities  with One  Owner,  except  the term  "Annuitant"
replaces the term "Owner" and the  applicable  Death Benefit Target Date is that
shown if The Owner is Not a Natural Person in the Schedule Supplement.

Cost of the Benefit:  We deduct a charge in arrears for this Guaranteed  Minimum
Death  Benefit.  The charge is a percentage  of the Death Benefit as of the date
the charge is payable. The percentage is shown in the Schedule Supplement.  This
charge is deducted from your Account Value:

(a)      each anniversary of the Issue Date of your Annuity;
(b)      as of the date we transfer your Account Value to our general account in
         order to begin annuity payments;  (c) as of the date of we receive your
         request at our Office to surrender your Annuity; and (d) as of the date
         of termination should you elect to end the benefit.

If surrender,  annuitization  or termination of the Death Benefit occur on other
than an anniversary of the Issue Date, the charge is prorated. In the first year
after the Issue Date,  the charge is prorated  from the Issue Date. In all later
years, the charge is prorated from the immediately  preceding anniversary of the
Issue Date.

We deduct  the  amount of the  charge  pro-rata  from the  Account  Value in the
variable  investment  options. We only deduct the charge pro-rata from any Fixed
Allocations  to the extent that the  Account  Value in the  variable  investment
options is insufficient to pay the charge.  If the Account Value is insufficient
to pay the entire charge then due, we notify you of a 30-day period in which you
can pay the amount due. This Guaranteed  Minimum Death Benefit remains in effect
during that 30-day  period.  If the Account  Value is still less than the amount
required  to pay the charge by the end of this  period,  we will then reduce the
Account Value to zero and terminate this benefit.

There is no charge after the Annuity Date.

Effective  Date after the Issue Date: For purpose of this Death Benefit only, if
the effective date shown in the Schedule Supplement is after the Annuity's Issue
Date:

         (1)      We treat  your  Account  Value on the  effective  date of this
                  Endorsement as if it was a Purchase Payment;

(2) We ignore all Purchase  Payments and  withdrawals  that occurred before this
Endorsement's effective date; and

         (3)      The  charge  for  this   benefit  is  prorated  to  the  first
                  anniversary  of the Issue Date from the effective date of this
                  Endorsement.

Changes  After the Issue Date:  For purposes of this  provision,  persons  named
Owner or Annuitant  within 60 days of the Issue Date are treated as if they were
Owner or Annuitant on the Issue Date. If a decedent was not named as an Owner or
Annuitant  as of the Issue Date and did not  become  such as a result of a prior
Owner's or  Annuitant's  death,  the  Minimum  Death  Benefit  equals zero for a
two-year  period from the date such person first  became an Owner or  Annuitant.
After the two-year period is completed, the Death Benefit is the same as if such
person  had  been an  Owner  or  Annuitant  on the  Issue  Date.  However,  this
Guaranteed  Minimum Death Benefit  provision  will  terminate if the  applicable
Owner or Annuitant was older than the maximum issue age on the effective date of
this Endorsement.

Making a Claim:  The amount of the Death Benefit is determined as of the date we
receive In Writing:  (a) due proof of death; (b) all  representations we require
or which are mandated by  applicable  law or regulation in relation to the death
claim and the payment of death proceeds;  and (c) any applicable election of the
mode of payment of the Death Benefit,  if not  previously  elected by the Owner.
The Death  Benefit is reduced by any annuity  payments made prior to the date we
receive In Writing such due proof of death.

Distribution of the Death Benefit:  In the event of an Owner's 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. Distribution after an Owner's death to be paid
under (b) above, must commence within one year of the date of death.

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

During the Payout  Period,  we  distribute  any  payments due  subsequent  to an
Owner's  death or the death of any Owner at least as rapidly as under the method
of distribution in effect as of the date of such Owner's death. If the Annuitant
dies  before  the  Annuity  Date,  the  Contingent  Annuitant  will  become  the
Annuitant.  During the Payout Period,  subsequent to the death of the Annuitant,
we  continue to pay any  "certain"  payments  (payments  not  contingent  on the
continuance of any life) to the Beneficiary.

Termination of the Guaranteed Minimum Death Benefit. This benefit ends: (a) once
annuity  payments begin;  (b) upon  termination of the Annuity due to surrender;
(c) as of the date a Death Benefit is payable pursuant to this Endorsement;  and
(d) upon termination of this benefit.  We must receive any request for voluntary
termination  of this  benefit at our Office In  Writing.  As of the date of such
termination,  the Death Benefit provisions of your Annuity not contained in this
Endorsement apply.




- --------------------------------------------------------------------------------
                                                                       President






END-PRB(2/99)-01
                   American Skandia Life Assurance Corporation
                        One Corporate Drive, P.O. Box 883
                           Shelton, Connecticut 06484

                                   Endorsement
               Performance-related Benefits and First Year Credits

This Endorsement is attached to either an individual annuity or to a certificate
representing interest in a group deferred annuity. If attached to a certificate,
the term "Owner" below is replaced by the term  "Participant."  This Endorsement
is an addition to your Annuity, and does not replace any provision thereof.

Effective Date:  This Endorsement is effective as of the Issue Date.

General:  We provide  certain  benefits  if the  performance  of your  Annuity's
investment  options  does not result in your Account  Value  growing to a target
level  as of a  specified  date.  How this  target  level  of  Account  Value is
calculated, the specified date and the benefits are described below.

We also may provide a credit to your Account  Value in relation to each Purchase
Payment  allocated to your Account  Value  before the first  anniversary  of the
Issue Date.  However,  we may recover an amount  equal to such  credits  under a
number of specific circumstances, as described below.

Cost:  There is no additional charge for these benefits.

Definitions:

         Target Value:  The Target Value is a measuring  device for  determining
         eligibility for the  performance-related  benefits. It does not provide
         any  value  available  for  distribution  upon any  surrender,  partial
         surrender or withdrawal of any type nor in the calculation of the death
         benefit.

         Target  Date:  The date we  compare  your  Account  Value to the Target
         Value. Except as discussed below in "Performance-related  Benefits in a
         Prior Annuity," the Target Date is the later of the 10th anniversary of
         your Annuity's Issue Date or the 10th  anniversary of the latest of any
         Restart Dates.

         Proportional Reductions: These are reductions to Target Value caused by
         withdrawals and charges for optional benefits.

         Restart:  This is an  election  by you to  restart  calculation  of the
         Target Value and reset the Target Date.

         Restart  Date:  This is an  anniversary  of the Issue  Date on which an
         election to Restart takes effect.

                          Performance-related Benefits

Performance-related  benefits:  We compare your Account Value against the Target
Value as of the Target Date. If at that time, the Account Value is less than the
Target  Value,  your annuity is eligible for an annual  addition to your Account
Value.  We will inform you within 90 days of the applicable  anniversary if your
Account Value did not meet or exceed the Target Value.

This addition to your Account Value will begin on the first  anniversary  of the
Target Date. Except as noted below, we allocate each addition pro-rata according
to your  Account  Values in the variable  investment  options as of the date the
addition  is  allocated.  If none  of  your  Account  Value  is in the  variable
investment options at a time this benefit is payable,  we allocate such addition
to a new  Fixed  Allocation  with a  Guarantee  Period  equal  to  the  shortest
Guarantee  Period in which  you then  maintain  Account  Value.  Such  additions
continue  on each  subsequent  anniversary  of the Target  Date  before  annuity
payments  begin.  Such  additions  to Account  Value end once  Account  Value is
transferred from the investment options in order to begin annuity payments.

The addition  equals 0.25% of your average  Account  Value during the prior four
complete calendar quarters.

You may elect an alternative  benefit in lieu of these additions to your Account
Value,  subject to the rules provided below. This benefit is a one-time addition
to the amount applied to determine annuity payments.  The addition equals 10% of
(A less B), where:

         A is the Account Value as of the Target Date; and

         B is the sum of all Purchase  Payments  allocated to your Account Value
         in the five years prior to the Target Date.

We make this addition as of the date your Account Value is transferred  from the
investment  options to our general  account in order to begin annuity  payments.
Your election of this alternative benefit is subject to the following rules:

         1. Annuity  payments  initially  must be  guaranteed  to be paid for at
least seven years.

         2.       You must  instruct us In Writing not later than 30 days before
                  the first anniversary of the Target Date that you wish annuity
                  payments to begin.  Payments  are  available  under one of our
                  then available annuity options,  but must begin not later than
                  the first anniversary of the Target Date.

Calculation of the Target Value:  We determine the Target Value as follows:

         1.       We accumulate each Purchase  Payment with interest of 7.2% per
                  year,  compounded yearly,  from the date each Purchase Payment
                  is  received.  If you Restart the  calculation,  we treat your
                  Account Value as of the Restart Date as if it was your initial
                  Purchase  Payment and ignore all prior Purchase  Payments.  We
                  then  accumulate  your Account  Value as of the Restart  Date,
                  plus any  subsequent  Purchase  Payments with interest of 7.2%
                  per  year,  compounded  yearly,  from the date  each  Purchase
                  Payment is received.

         2.       We then subtract each Proportional Reduction accumulating with
                  interest of 7.2% per year, compounded yearly, from the date of
                  each withdrawal or charge for an optional benefit. However, if
                  you  Restart  the  calculation,  we  ignore  all  Proportional
                  Reductions  occurring  before the Restart Date and  accumulate
                  any Proportional  Reductions on or after the Restart Date with
                  interest of 7.2% per year, compounded yearly, from the date of
                  each withdrawal or charge for an optional benefit.

Each  Proportional  Reduction is a percentage of the Target Value as of the date
of the applicable  withdrawal or charge for an optional benefit.  The percentage
equals the proportion of the Account Value then withdrawn or charged.

Performance-related  Benefits in a Prior  Annuity:  You may have  purchased  the
Annuity  to which  this  Endorsement  is  attached  as a result of an  exchange,
replacement or transfer,  in whole or in part, of an Annuity issued by us or any
affiliate  which  included  similar  performance-related  benefits.  In order to
continue the prior annuity's  performance-related  benefits: (a) as of the Issue
Date of the Annuity to which this  Endorsement is attached,  the Target Date and
Target  Value are the same as applied  upon  surrender  to the Annuity  that was
exchanged, replaced or transferred; and (b) the initial Purchase Payment for the
Annuity  to which this  Endorsement  is  attached  is ignored  for  purposes  of
calculating the Target Value.

                               First Year Credits

Benefit:  Subject to the rules provided below, we allocate to your Account Value
a credit in relation to each  Purchase  Payment  applied to Account Value before
the first anniversary of your Annuity's Issue Date. The credit equals 1% of each
applicable Purchase Payment. We allocate the credit among the investment options
in the same ratio as we allocate the applicable Purchase Payment.

Except as noted below in "Impact of a Prior Annuity," we provide credits:

         1.       When the Annuity is owned by a natural person and the Owner is
                  (or in the case of multiple Owners,  all Owners are) below age
                  81 on your Annuity's Issue Date.

         2.       When the  Annuity is owned by an entity and the  Annuitant  is
                  below age 81 on your Annuity's Issue Date.

Recovery  of Credits:  We may recover an amount  equal to the sum of all credits
provided  pursuant  to this  Endorsement  in any of the  circumstances  provided
below:

         1.       Surrender of the Annuity  before the 10th  anniversary of your
                  Annuity's Issue Date.

         2.       Annuity  payments  begin  before the 1st  anniversary  of your
                  Annuity's Issue Date.

         3.       A death  upon  which the  Annuity's  death  benefit is payable
                  occurs either:

                  a.       Within 12 months of the date we allocated  the credit
                           to your Account Value; or

                  b.       Within 10 years of the date we  allocated  the credit
                           to your Account  Value,  if, at the time we allocated
                           the credit:

                           (i)      any  Owner or any  person  who  subsequently
                                    became  an Owner  was  over  age 70,  if the
                                    Annuity is owned by a natural person; or

                           (ii)     the Annuitant or any person who subsequently
                                    became the Annuitant was over age 70, if the
                                    Annuity is owned by an entity.

         4.       Surrender of your Annuity under any type of  medically-related
                  surrender provision if the "contingency event" upon which such
                  a surrender is predicated occurs either:

                  a.       Within 12 months of the date we allocated  the credit
                           to your Account Value; or

                  b.       Within 10 years of the date we  allocated  the credit
                           to your Account  Value,  if, at the time we allocated
                           the credit:

                           (i)      any  Owner or any  person  who  subsequently
                                    became  an Owner  was  over  age 70,  if the
                                    Annuity is owned by a natural person; or

                           (ii)     the Annuitant or any person who subsequently
                                    became the Annuitant was over age 70, if the
                                    Annuity is owned by an entity.

         5.       You exercise the Annuity's  "Right to Cancel"  provision,  but
                  only  to  the  extent  such   recovery  does  not  affect  any
                  guaranteed return of Purchase Payments, if applicable.

Impact  of a  Prior  Annuity:  We  do  not  provide  credits  pursuant  to  this
Endorsement  if the Target Date and Target Value are continued as a result of an
exchange,  replacement or transfer, in whole or in part, of an annuity issued by
us or any affiliate.  In addition,  we may recover an amount equal to the sum of
any  first  year  credits  provided  pursuant  to such  annuity  under the rules
provided  above for  recovery of credits,  but only during the time periods that
would apply had no exchange, replacement or transfer occurred.




                                                                      President






                                                       
                          FUND PARTICIPATION AGREEMENT

THIS  AGREEMENT,  made  and  entered  into  this  14th day  April  of 1999  (the
"Agreement") by and among American Skandia Life Assurance Corporation, organized
under the laws of the State of Connecticut (the "Company"),  on behalf of itself
and each separate  account of the Company named in Schedule A to this Agreement,
as may be amended from time to time (each  account  referred to as the "Account"
and collectively as the "Accounts");  Rydex Variable Trust, a Delaware  business
trust (the "Fund");  PADCO Advisors II, Inc., a corporation  organized under the
laws  of  the  State  of  Maryland  and  investment  adviser  to the  Fund  (the
"Adviser");  and PADCO Financial Services,  Inc., a corporation  organized under
the laws of the State of Maryland and principal  underwriter/distributor  of the
Fund (the "Distributor").

WHEREAS,  the Fund is registered as an open-end  management  investment  company
under the  Investment  Company Act of 1940,  as amended (the "1940 Act") and its
shares are  registered  under the  Securities Act of 1933, as amended (the "1933
Act"); and

WHEREAS,  the Fund  engages in  business as an  open-end  management  investment
company and was established for the purpose of serving as the investment vehicle
for separate  accounts  established  for variable life  insurance  contracts and
variable  annuity  contracts  to be offered by  insurance  companies  which have
entered into participation  agreements  substantially  similar to this Agreement
(the "Participating Insurance Companies"), and

WHEREAS,  beneficial  interests in the Fund are divided  into several  series of
shares,  each  representing  the interest in a particular  managed  portfolio of
securities and other assets (the "Portfolios"); and

WHEREAS,  the Company,  as depositor,  has  established the Accounts to serve as
investment  vehicles for certain  variable  annuity  contracts and variable life
insurance  policies and funding  agreements  offered by the Company set forth on
Schedule A (the "Contracts"); and

WHEREAS,  the Accounts are duly organized,  validly  existing  segregated  asset
accounts,  established  by  resolutions of the Board of Directors of the Company
under the insurance  laws of the State of  Connecticut,  to set aside and invest
assets  attributable  to the  Contracts;  and  WHEREAS,  the Company has or will
register the Accounts as unit investment  trusts under the 1940 Act, unless such
Account is exempt
from registration under an applicable provision of the 1940 Act; and

WHEREAS,  to the extent permitted by applicable  insurance laws and regulations,
the Company intends to purchase shares of the Portfolios named in Schedule B, as
such schedule may be amended from time to time (the "Designated  Portfolios") on
behalf of the Accounts to fund the Contracts;

WHEREAS,  Adviser  is  duly  registered  as  an  investment  adviser  under  the
Investment Advisers Act of 1940, as amended; and

WHEREAS,  Distributor is registered as a broker-dealer  under the Securities and
Exchange Act of 1934, as amended (the "1934 Act"),  is a member in good standing
of the National Association of Securities Dealers,  Inc. and serves as principal
underwriter/distributor of the Fund.

NOW,  THEREFORE,  in consideration of their mutual  promises,  the Company,  the
Fund, the Adviser and the Distributor agree as follows:

                         ARTICLE I - SALE OF FUND SHARES
1.1      The Fund agrees to sell to the Company  those shares of the  Designated
         Portfolios which each Account orders,  executing such orders on a daily
         basis at the net asset value (and with no sales  charges) next computed
         after  receipt and  acceptance by the Fund or its designee of the order
         for the shares of the Fund.  For  purposes  of this  Section  1.1,  the
         Company  will be the  designee  of the Fund for  receipt of such orders
         from each Account and receipt by such designee will constitute  receipt
         by the Fund. To facilitate  the Fund's daily  trading  procedures,  the
         Company  has agreed to provide the Fund with an  "estimated  trade" and
         other information relating to investments in the shares of the Fund, as
         set forth in the Estimated Trading Procedures set forth in Exhibit A to
         this  Agreement.  The "final trade" will be available to the Fund by no
         later than 8:30 a.m. on the next following business day. "Business Day"
         will  mean any day on which  the New York  Stock  Exchange  is open for
         trading and on which the Fund  calculates  its net asset value pursuant
         to  the  rules  of  the   Securities  and  Exchange   Commission   (the
         "Commission").  The Fund may net the notice of  redemptions it receives
         from the Company under Section 1.3 of this Agreement against the notice
         of purchases it receives from the Company under this Section 1.1.
1.2      The Company will pay for Fund shares on the next  Business Day after an
         order to purchase Fund shares is made in  accordance  with Section 1.1.
         Payment will be made in federal funds transmitted by wire. Upon receipt
         by  the  Fund  of  the  payment,  such  funds  shall  cease  to be  the
         responsibility  of the Company and shall become the  responsibility  of
         the Fund.
1.3      The Fund agrees to redeem for cash,  upon the  Company's  request,  any
         full or  fractional  shares of the Fund held by the Company,  executing
         such  requests on a daily  basis at the net asset  value next  computed
         after  receipt and  acceptance  by the Fund or its agent of the request
         for  redemption.  For purposes of this Section 1.3, the Company will be
         the  designee of the Fund for receipt of requests for  redemption  from
         each Account and receipt by such  designee will  constitute  receipt by
         the Fund.  To  facilitate  the Fund's  daily  trading  procedures,  the
         Company  has agreed to provide the Fund with an  "estimated  trade" and
         other information relating to investments in the shares of the Fund, as
         set forth in the Estimated Trading Procedures set forth in Exhibit A to
         this  Agreement.  The "final trade" will be available to the Fund by no
         later than 8:30 a.m. on the next following  business day.  Payment will
         be made in federal funds  transmitted by wire to the Company's  account
         as  designated by the Company in writing from time to time, on the same
         Business Day the Fund receives notice of the redemption  order from the
         Company. After consulting with the Company, the Fund reserves the right
         to delay  payment  of  redemption  proceeds,  but in no event  may such
         payment be delayed longer than the period permitted under Section 22(e)
         of the 1940 Act. The Fund will not bear any  responsibility  whatsoever
         for the proper  disbursement or crediting of redemption  proceeds;  the
         Company alone will be responsible for such action. The Fund may net the
         notice of purchases it receives  from the Company  under Section 1.1 of
         this  Agreement  against the notice of redemptions it receives from the
         Company under this Section 1.3.
1.4      The Fund agrees to make shares of the Designated  Portfolios  available
         indefinitely  for purchase at the  applicable net asset value per share
         by  Participating  Insurance  Companies and their separate  accounts on
         those days on which the Fund  calculates its  Designated  Portfolio net
         asset value  pursuant to rules of the  Commission;  provided,  however,
         that the Board of Trustees of the Fund (the "Fund Board") may refuse to
         sell shares of any Portfolio to any person, or suspend or terminate the
         offering of shares of any  Portfolio  if such action is required by law
         or by regulatory  authorities  having  jurisdiction  or is, in the sole
         discretion of the Fund Board,  acting in good faith and in light of its
         fiduciary duties under federal and any applicable state laws, necessary
         in the best interests of the shareholders of such Portfolio.
1.5      The  Fund  agrees  that  shares  of the  Fund  will  be  sold  only  to
         Participating   Insurance   Companies  and  their  separate   accounts,
         qualified  pension and  retirement  plans or such other  persons as are
         permitted under  applicable  provisions of the Internal Revenue Code of
         1986, as amended, (the "Code"), and regulations promulgated thereunder,
         the sale to which will not impair the tax treatment  currently afforded
         the Contracts.  No shares of any Portfolio will be sold directly to the
         general public.
1.6      The Fund will not sell Fund shares to any insurance company or separate
         account unless an agreement containing provisions substantially similar
         to Sections 1.5, 3.2, 3.3, 4.4 and Article VII of this Agreement are in
         effect to govern such sales.
1.7      The Company  agrees to purchase and redeem the shares of the Designated
         Portfolios  offered  by the  then  current  prospectus  of the  Fund in
         accordance with the provisions of such prospectus.
1.8      Issuance and transfer of the Fund's  shares will be by book entry only.
         Stock certificates will not be issued to the Company or to any Account.
         Purchase and  redemption  orders for Fund shares will be recorded in an
         appropriate  title for each Account or the  appropriate  sub-account of
         each Account.
1.9      The Fund will furnish same day notice (by  facsimile) to the Company of
         the declaration of any income,  dividends or capital gain distributions
         payable on each  Designated  Portfolio's  shares.  The  Company  hereby
         elects to receive all such dividends and  distributions  as are payable
         on the  Portfolio  shares  in the  form of  additional  shares  of that
         Portfolio  at the  ex-dividend  date  net  asset  values.  The  Company
         reserves  the right to revoke  this  election  and to receive  all such
         dividends and  distributions  in cash. The Fund will notify the Company
         of the  number of shares so issued as  payment  of such  dividends  and
         distributions.
1.10     The Fund will make the net  asset  value per share for each  Designated
         Portfolio  available  to the  Company via  electronic  means on a daily
         basis as soon as  reasonably  practical  after the net asset  value per
         share is  calculated  and will use its best  efforts  to make  such net
         asset  value per share  available  by 6:30  p.m.,  Eastern  Time,  each
         business day. If the Fund provides the Company materially incorrect net
         asset value per share information (as determined under SEC guidelines),
         the Company  shall be entitled to an adjustment to the number of shares
         purchased or redeemed to reflect the correct net asset value per share.
         Any material  error in the  calculation or reporting of net asset value
         per share,  dividend or capital gain  information  shall be reported to
         the Company upon discovery by the Fund.

                   ARTICLE II - REPRESENTATIONS AND WARRANTIES
2.1      The Company  represents  and warrants that the Contracts are or will be
         registered  under  the  1933  Act,  or  are  exempt  from  registration
         thereunder,  and  that  the  Contracts  will  be  issued  and  sold  in
         compliance  with all  applicable  federal and state  laws.  The Company
         further  represents  and warrants that it is an insurance  company duly
         organized and in good  standing  under  applicable  law and that it has
         legally  and validly  established  each  Account as a separate  account
         under Section  38a-433 of the General  Statutes of Connecticut and that
         each Account is or will be  registered  as a unit  investment  trust in
         accordance with the provisions of the 1940 Act to serve as a segregated
         investment  account for the Contracts,  or is exempt from  registration
         thereunder,  and that it will maintain such registration for so long as
         any Contracts are  outstanding,  as applicable.  The Company will amend
         the registration statement under the 1933 Act for the Contracts and the
         registration  statement under the 1940 Act for the Account from time to
         time as  required  in order to effect the  continuous  offering  of the
         Contracts  or as may  otherwise  be required  by  applicable  law.  The
         Company will  register and qualify the Contracts for sale in accordance
         with  the  securities  laws of the  various  states  only if and to the
         extent deemed necessary by the Company.
2.2      The Company represents that the Contracts are currently and at the time
         of issuance will be treated as annuity  contracts and/or life insurance
         policies (as applicable)  under applicable  provisions of the Code, and
         that it will make every effort to maintain  such  treatment and that it
         will  notify  the  Fund  and the  Adviser  immediately  upon  having  a
         reasonable  basis for believing that the Contracts have ceased to be so
         treated or that they might not be so treated in the future.
2.3      The Company represents and warrants that it will not purchase shares of
         the  Designated  Portfolio(s)  with assets  derived from  tax-qualified
         retirement plans except,  indirectly,  through  Contracts  purchased in
         connection with such plans.
2.4      The  Fund  represents  and  warrants  that  shares  of  the  Designated
         Portfolio(s)  sold pursuant to this Agreement will be registered  under
         the  1933 Act and duly  authorized  for  issuance  in  accordance  with
         applicable  law and that the Fund is and will remain  registered  under
         the 1940 Act for as long as such shares of the Designated  Portfolio(s)
         are sold. The Fund will amend the registration statement for its shares
         under  the 1933 Act and the 1940 Act from time to time as  required  in
         order to effect the  continuous  offering of its shares.  The Fund will
         register and qualify the shares of the Designated Portfolio(s) for sale
         in  accordance  with the laws of the various  states only if and to the
         extent deemed advisable by the Fund.
2.5      The  Fund  represents  that its  investment  objectives,  policies  and
         restrictions  comply with applicable  state investment laws as they may
         apply  to the  Fund.  The  Fund  represents  that it will  use its best
         efforts  to  comply  with  any  applicable   state  insurance  laws  or
         regulations,  to the extent  specifically  requested  in writing by the
         Company.  If the Fund cannot comply with such state  insurance  laws or
         regulations,  it will so notify the Company in writing.  The Fund makes
         no other  representation  as to whether  any  aspect of its  operations
         (including,  but not  limited  to, fees and  expenses,  and  investment
         policies) complies with the insurance laws or regulations of any state.
         The Company  represents that it will use its best efforts to notify the
         Fund of any  restrictions  imposed  by state  insurance  laws  that may
         become applicable to the Fund as a result of the Accounts'  investments
         therein.  The Fund and the  Adviser  agree that they will  furnish  the
         information  required  by state  insurance  laws to assist  Company  in
         obtaining  the  authority  needed to issue  the  Contracts  in  various
         states.
2.6      The Fund  currently  does not  intend to make any  payments  to finance
         distribution  expenses  pursuant  to Rule  12b-1  under the 1940 Act or
         otherwise,  although it reserves the right to make such payments in the
         future. To the extent that it decides to finance distribution  expenses
         pursuant to Rule 12b-1, the Fund undertakes to have the trustees of its
         Fund  Board,  a majority  of whom are not  "interested"  persons of the
         Fund,  formulate  and  approve  any plan  under  Rule  12b-1 to finance
         distribution expenses.
2.7      The Fund represents that it is a business trust lawfully  organized and
         validly  existing  under the laws of the State of Delaware  and that it
         does  and  will  comply  in  all  material   respects  with  applicable
         provisions of the 1940 Act.
2.8      The Fund  represents  and warrants that all of its trustees,  officers,
         employees,  investment advisers, and other individuals/entities  having
         access to the funds and/or  securities  of the Fund are and continue to
         be at all times covered by a blanket  fidelity bond or similar coverage
         for the  benefit  of the Fund in an amount  not less  than the  minimal
         coverage  as  required  currently  by Rule  17g-(1)  of the 1940 Act or
         related  provisions  as may be  promulgated  from  time  to  time.  The
         aforesaid bond includes  coverage for larceny and  embezzlement  and is
         issued by a reputable bonding company.
2.9      The Adviser  represents  and  warrants  that it is and will remain duly
         registered  under all applicable  federal and state securities laws and
         that it will perform its  obligations for the Fund in accordance in all
         material  respects  with the  laws of the  State  of  Maryland  and any
         applicable state and federal securities laws.
2.10     The Distributor represents and warrants that it is and will remain duly
         registered  under all applicable  federal and state securities laws and
         that it will perform its  obligations for the Fund in accordance in all
         material  respects  with the  laws of the  State  of  Maryland  and any
         applicable state and federal securities laws.
2.11     The Fund, the Adviser and the Distributor  represent and warrant to the
         Company that each has a Year 2000  compliance  program in existence and
         that each reasonably intends to be Year 2000 compliant so as to be able
         perform all of the services and/or obligations contemplated by or under
         this  Agreement  without  interruption.  The Fund,  the Adviser and the
         Distributor  cannot  guarantee  that  problems will not arise that were
         unforeseen as of the date of the Agreement and that will interfere with
         the services  performed under the Agreement.  The Fund, the Adviser and
         the Distributor shall  immediately  notify the Company if it determines
         that it will be unable perform all of the services  and/or  obligations
         contemplated  by or under this  Agreement in a manner that is Year 2000
         compliant.

                          ARTICLE III - FUND COMPLIANCE
3.1      The  Fund  and  the  Adviser  acknowledge  that  any  failure  (whether
         intentional  or  in  good  faith  or  otherwise)  to  comply  with  the
         requirements  of  Subchapter  M of  the  Code  or  the  diversification
         requirements  of Section 817(h) of the Code may result in the Contracts
         not  being  treated  as  variable  contracts  for  federal  income  tax
         purposes, which would have adverse tax consequences for Contract owners
         and could also adversely affect the Company's  corporate tax liability.
         The Fund and the Adviser further  acknowledge that any such failure may
         result in costs and expenses being incurred by the Company in obtaining
         whatever regulatory authorizations are required to substitute shares of
         another  investment  company for those of the failed Fund or as well as
         fees and  expenses of legal  counsel and other  advisors to the Company
         and any federal income taxes, interest or tax penalties incurred by the
         Company in connection with any such failure.
3.2      The Fund  represents  and warrants that it is currently  qualified as a
         Regulated  Investment  Company under Subchapter M of the Code, and that
         it  will  maintain  such  qualification  (under  Subchapter  M  or  any
         successor  or similar  provision)  and that it will  notify the Company
         immediately  upon having a reasonable  basis for believing  that it has
         ceased to so qualify or that it might not so qualify in the future.
3.3      The Fund  represents  that it will at all times  invest  money from the
         Contracts  in such a manner as to  ensure  that the  Contracts  will be
         treated as variable contracts under the Code and the regulations issued
         thereunder;  including,  but not  limited to, that the Fund will at all
         times  comply with Section  817(h) of the Code and Treasury  Regulation
         1.817-5,  as amended from time to time, relating to the diversification
         requirements  for  variable  annuity,   endowment,  or  life  insurance
         contracts,  and  with  Section  817(d)  of the  Code,  relating  to the
         definition  of  a  variable  contract,  and  any  amendments  or  other
         modifications  to such Section or Regulation.  The Fund will notify the
         Company  immediately  upon having a reasonable basis for believing that
         the Fund or a  Portfolio  thereunder  has  ceased  to  comply  with the
         diversification  requirements  or that the Fund or Portfolio will cease
         to comply with the  diversification  requirements in the future. In the
         event of a breach of this  representation by the Fund, it will take all
         reasonable  steps to  adequately  diversify  the Fund so as to  achieve
         compliance  within the grace  period  afforded by  Treasury  Regulation
         1.817-5.
3.4      The  Adviser  agrees to  provide  the  Company  with a  certificate  or
         statement  indicating  compliance  by each  Portfolio  of the Fund with
         Section 817(h) of the Code, such certificate or statement to be sent to
         the Company no later than thirty  (30) days  following  the end of each
         calendar quarter.

               ARTICLE IV - PROSPECTUS AND PROXY STATEMENTS/VOTING
4.1      The Fund will provide the Company, at the Fund's expense,  with as many
         copies of the current Fund prospectus and any  supplements  thereto for
         the Designated  Portfolio(s) as the Company may reasonably  request for
         distribution to Contract owners at the time of Contract fulfillment and
         confirmation. To the extent that the Designated Portfolio(s) are one or
         more of several Portfolios of the Fund, the Fund shall bear the cost of
         providing  Company  only  with  disclosure  related  to the  Designated
         Portfolio(s).  The Fund will provide,  at the Fund's  expense,  as many
         copies of said prospectus as necessary for distribution,  at the Fund's
         expense,  to existing Contract owners. The Fund will provide the copies
         of said prospectus to the Company or to its mailing agent.  The Company
         will  distribute  the prospectus to existing  Contract  owners and will
         bill  the  Fund  for  the  reasonable  cost of  such  distribution.  If
         requested by the Company,  in lieu thereof,  the Fund will provide such
         documentation,  including a final copy of a current  prospectus  set in
         type at the  Fund's  expense,  and other  assistance  as is  reasonably
         necessary  in  order  for  the  Company  at  least  annually  (or  more
         frequently if the Fund  prospectus is amended more  frequently) to have
         the new  prospectus  for the  Contracts  and the Fund's new  prospectus
         printed   together,   in  which  case  the  Fund   agrees  to  pay  its
         proportionate  share of  reasonable  expenses  directly  related to the
         required disclosure of information  concerning the Fund. The Fund will,
         upon request,  provide the Company with a copy of the Fund's prospectus
         through electronic means to facilitate the Company's efforts to provide
         Fund  prospectuses  via  electronic  delivery,  in which  case the Fund
         agrees to pay its proportionate share of reasonable expenses related to
         the required disclosure of information concerning the Fund.
4.2      The  Fund's  prospectus  will state that the  Statement  of  Additional
         Information (the "SAI") for the Fund is available from the Company. The
         Fund will  provide the  Company,  at the Fund's  expense,  with as many
         copies  of the SAI and  any  supplements  thereto  as the  Company  may
         reasonably request for distribution to prospective  Contract owners and
         applicants.  To the extent that the Designated  Portfolio(s) are one or
         more of several Portfolios of the Fund, the Fund shall bear the cost of
         providing the Company only with  disclosure  related to the  Designated
         Portfolio(s).  The Fund will provide,  at the Fund's  expense,  as many
         copies  of  said  SAI as  necessary  for  distribution,  at the  Fund's
         expense,  to any existing Contract owner who requests such statement or
         whenever state or federal law requires that such statement be provided.
         The Fund will  provide  the copies of said SAI to the Company or to its
         mailing  agent.  The Company  will  distribute  the SAI as requested or
         required  and  will  bill  the  Fund  for the  reasonable  cost of such
         distribution.
4.3      The Fund, at its expense, will provide the Company or its mailing agent
         with   copies   of   its   proxy   material,   if   any,   reports   to
         shareholders/Contract    owners    and    other    communications    to
         shareholders/Contract  owners  in such  quantity  as the  Company  will
         reasonably  require.  The Company will  distribute this proxy material,
         reports and other  communications  to existing Contract owners and will
         bill the Fund for the reasonable cost of such distribution.
4.4      If and to the extent required by law, the Company will:
         (a)      solicit voting instructions from Contract owners;
         (b)      vote  the  shares  of the  Designated  Portfolios  held in the
                  Account in accordance with instructions received from Contract
                  owners; and
         (c)      vote shares of the Designated  Portfolios  held in the Account
                  for which no timely  instructions  have been received,  in the
                  same  proportion  as shares of such  Designated  Portfolio for
                  which  instructions  have  been  received  from the  Company's
                  Contract owners,
         so long as and to the extent that the Commission continues to interpret
         the 1940 Act to require  pass-through  voting  privileges  for variable
         Contract  owners.  The Company  reserves  the right to vote Fund shares
         held in any  segregated  asset account in its own right,  to the extent
         permitted by law. The Company will be responsible for assuring that the
         Accounts  participating in the Fund calculates  voting  privileges in a
         manner consistent with all legal requirements,  including the Mixed and
         Shared  Funding  Exemptive  Order,  as described in Section 7.1 and the
         Proxy Voting Procedures set forth in Schedule C.
4.5      The Fund will  comply  with all  provisions  of the 1940 Act  requiring
         voting by shareholders, and in particular, the Fund either will provide
         for annual  meetings  (except  insofar as the  Commission may interpret
         Section 16 of the 1940 Act not to  require  such  meetings)  or, as the
         Fund  currently  intends,  to comply with Section 16(c) of the 1940 Act
         (although the Fund is not one of the trusts  described in Section 16(c)
         of the  1940  Act) as well as with  Sections  16(a)  and,  if and  when
         applicable,  16(b).  Further,  the Fund will act in accordance with the
         Commission's  interpretation  of the requirements of Section 16(a) with
         respect to periodic  elections of directors and with whatever rules the
         Commission may promulgate with respect thereto.

                   ARTICLE V - SALES MATERIAL AND INFORMATION
5.1      The Company will furnish, or will cause to be furnished, to the Fund or
         the  Adviser,  each  piece of  sales  literature  or other  promotional
         material in which the Fund or the  Adviser is named,  at least ten (10)
         Business  Days prior to its use. No such  material  will be used if the
         Fund or the  Adviser  reasonably  objects to such use  within  five (5)
         Business Days after receipt of such material.
5.2      The Company will not give any  information or make any  representations
         or  statements  on  behalf  of the  Fund  or  concerning  the  Fund  in
         connection with the sale of the Contracts other than the information or
         representations contained in the registration statement,  prospectus or
         SAI for Fund shares, as such registration statement, prospectus and SAI
         may be  amended  or  supplemented  from time to time,  or in reports or
         proxy  statements  for the Fund,  or in published  reports for the Fund
         which are in the public  domain or  approved by the Fund or the Adviser
         for distribution,  or in sales literature or other material provided by
         the Fund or by the Adviser,  except with  permission of the Fund or the
         Adviser.  The Fund and the Adviser  agree to respond to any request for
         approval on a prompt and timely basis.
5.3      The Fund or the Adviser will furnish, or will cause to be furnished, to
         the Company or its  designee,  each piece of sales  literature or other
         promotional  material in which the Company or its  separate  account is
         named,  at  least  ten (10)  Business  Days  prior to its use.  No such
         material  will be used if the  Company  reasonably  objects to such use
         within five (5) Business Days after receipt of such material.
5.4      The Fund and the  Adviser  will  not give any  information  or make any
         representations  or  statements  on behalf of the Company or concerning
         the Company,  each Account, or the Contracts other than the information
         or representations contained in a registration statement, prospectus or
         SAI for the Contracts, as such registration  statement,  prospectus and
         SAI may be amended or  supplemented  from time to time, or in published
         reports  for each  Account  or the  Contracts  which are in the  public
         domain or approved by the Company for  distribution to Contract owners,
         or in sales  literature  or other  material  provided  by the  Company,
         except with permission of the Company. The Company agrees to respond to
         any request for approval on a prompt and timely basis.
5.5      The Fund will provide to the Company at least one complete  copy of all
         registration statements, prospectuses, SAIs, reports, proxy statements,
         sales  literature and other  promotional  materials,  applications  for
         exemptions,  requests for no-action letters,  and all amendments to any
         of  the  above,  that  relate  to the  Fund  or its  shares,  within  a
         reasonable  time  after  the  filing  of each  such  document  with the
         Commission or the National Association of Securities Dealer, Inc.
         (the "NASD").
5.6      The Company will provide to the Fund at least one complete  copy of all
         definitive  prospectuses,  definitive SAI,  reports,  solicitations for
         voting instructions,  sales literature and other promotional materials,
         applications  for exemptions,  requests for no action letters,  and all
         amendments  to any of the above,  that relate to the  Contracts or each
         Account,  contemporaneously  with the filing of each such document with
         the Commission or the NASD (Except that with respect to  post-effective
         amendments  to such  prospectuses  and SAIs and  sales  literature  and
         promotional  material,  only  those  prospectuses  and SAIs  and  sales
         literature and promotional material that relate to or refer to the Fund
         will be provided.) In addition, the Company will provide to the Fund at
         least one complete copy of (i) a registration statement that relates to
         the Contracts or each Account,  containing  representative and relevant
         disclosure concerning the Fund; and (ii) any post-effective  amendments
         to any  registration  statements  relating  to the  Contracts  or  such
         Account that refer to or relate to the Fund.
5.7      For purposes of this Article V, the phrase  "sales  literature or other
         promotional  material" includes,  but is not limited to, advertisements
         (such as  material  published,  or  designed  for use in, a  newspaper,
         magazine,  or other periodical,  radio,  television,  telephone or tape
         recording,  videotape display, signs or billboards, motion pictures, or
         other public  media,  (i.e.,  on-line  networks such as the Internet or
         other  electronic  messages)),  sales  literature  (i.e.,  any  written
         communication  distributed or made generally  available to customers or
         the public,  including brochures,  circulars,  research reports, market
         letters, form letters, seminar texts, reprints or excerpts of any other
         advertisement,  sales literature, or published article), educational or
         training  materials  or  other   communications   distributed  or  made
         generally  available to some or all agents or  employees,  registration
         statements,   prospectuses,   SAIs,   shareholder  reports,  and  proxy
         materials  and any other  material  constituting  sales  literature  or
         advertising under the NASD rules, the 1933 Act or the 1940 Act.
5.8      The Fund and the Adviser  hereby  consent to the use of the names Rydex
         Variable Trust and PADCO Advisors II, Inc., as well as the names of the
         Designated  Portfolios  set forth in Schedule B of this  Agreement,  in
         connection  with  marketing  the  Contracts,  subject  to the  terms of
         Sections 5.1 and 5.2 of this Agreement. The Fund and the Adviser hereby
         consent to the use by the  Company of any logo or mark used by the Fund
         or Adviser, subject to the Fund's and/or the Adviser's approval of such
         use and in accordance with  reasonable  requirements of the Fund or the
         Adviser.  Such  consent will  terminate  with the  termination  of this
         Agreement. The Company agrees and acknowledges that either of the Fund,
         the Adviser or the  Distributor are the owner of the name, logo or mark
         and that all use of any  designation  comprised  in whole or in part of
         the name,  logo or mark under this Agreement shall inure to the benefit
         of the Fund, Adviser and/or the Distributor.
5.9      The Company  hereby  consents to the use of the name  American  Skandia
         Life  Assurance  Corporation,  as well as the  names  of the  Company's
         Contracts  set forth in  Schedule A of this  Agreement,  subject to the
         terms of Sections  5.1 and 5.2 of this  Agreement.  The Company  hereby
         consents to the use by the Fund, the Adviser and the Distributor of any
         logo or mark used by the Company,  subject to the Company's approval of
         such use and in accordance with reasonable requirements of the Company.
         Such consent will terminate with the termination of this Agreement. The
         Fund, the Adviser and the Distributor  agree and  acknowledge  that the
         Company is the owner of the name,  logo or mark and that all use of any
         designation  comprised  in whole or in part of the  name,  logo or mark
         under this Agreement shall inure to the benefit of the Company.
5.10     The Fund, the Adviser,  the  Distributor and the Company agree to adopt
         and implement procedures reasonably designed to ensure that information
         concerning  the  Company,  the Fund,  the  Adviser or the  Distributor,
         respectively,  and  their  respective  affiliated  companies,  that  is
         intended  for use only by brokers or agents  selling the  Contracts  is
         properly  marked  as "Not  For Use  With  The  Public"  and  that  such
         information is only so used.

                     ARTICLES VI - FEES, COSTS AND EXPENSES
6.1      The Fund will pay no fee or other  compensation  to the  Company  under
         this  Agreement,  except  as  provided  below:  (a) if the  Fund or any
         Designated  Portfolio  adopts and  implements  a plan  pursuant to Rule
         12b-1  under  the  1940 Act to  finance  distribution  expenses,  then,
         subject to obtaining any required  exemptive orders or other regulatory
         approvals,  the  Fund  may  make  payments  to  the  Company  or to the
         underwriter  for the Contracts if and in such amounts  agreed to by the
         Fund  in  writing;  (b)  the  Fund  may pay  fees  to the  Company  for
         administrative  services  provided  to  Contract  owners  that  are not
         primarily  intended  to result in the sale of shares of the  Designated
         Portfolio or of underlying Contracts.
6.2      All expenses incident to performance by the Fund of this Agreement will
         be paid by the Fund to the extent  permitted  by law. All shares of the
         Designated   Portfolios  will  be  duly  authorized  for  issuance  and
         registered in accordance with applicable federal law and, to the extent
         deemed  advisable by the Fund, in accordance with applicable state law,
         prior  to  sale.  The  Fund  will  bear  the  expenses  for the cost of
         registration and qualification of the Fund's shares,  including without
         limitation,  the  preparation of and filing with the SEC of Forms N-SAR
         and Rule 24f-2 Notices and payment of all  applicable  registration  or
         filing fees with respect to shares of the Fund;  preparation and filing
         of  the  Fund's  prospectus,  SAI  and  registration  statement,  proxy
         materials and reports;  typesetting the Fund's prospectus;  typesetting
         and printing  proxy  materials and reports to Contract  owners  (except
         that American  Skandia shall pay for printing and mailing of the Fund's
         annual report as provided in camera-ready  form by the Fund to American
         Skandia); the preparation of all statements and notices required by any
         federal or state law;  all taxes on the  issuance  or  transfer  of the
         Fund's shares; any expenses permitted to be paid or assumed by the Fund
         pursuant to a plan,  if any,  under Rule 12b-1 under the 1940 Act;  and
         other costs  associated with  preparation of prospectuses  and SAIs for
         the Designated  Portfolios in electronic or typeset format,  as well as
         any  distribution  expenses  as  set  forth  in  Article  III  of  this
         Agreement.

                   ARTICLE VII - MIXED & SHARED FUNDING RELIEF
7.1      The Fund represents and warrants that it has received an order from the
         Commission  granting  Participating  Insurance  Companies  and variable
         annuity separate accounts and variable life insurance separate accounts
         relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of
         the 1940 Act and Rules 6e-2(b)(15) and  6e-3(T)(b)(15)  thereunder,  to
         the  extent  necessary  to permit  shares of the Fund to be sold to and
         held by variable annuity separate  accounts and variable life insurance
         separate  accounts of both  affiliated and  unaffiliated  Participating
         Insurance  Companies and qualified pension and retirement plans outside
         of  the  separate  account  context  (the  "Mixed  and  Shared  Funding
         Exemptive  Order").  The  parties  to this  Agreement  agree  that  the
         conditions or  undertakings  specified in the Mixed and Shared  Funding
         Exemptive Order and that may be imposed on the Company, the Fund and/or
         the Adviser by virtue of the  receipt of such order by the  Commission,
         will be  incorporated  herein by  reference,  and such parties agree to
         comply with such conditions and  undertakings to the extent  applicable
         to each such party.
7.2      The  Fund  Board  will  monitor  the  Fund  for  the  existence  of any
         irreconcilable  material  conflict  among the interests of the Contract
         owners  of  all   separate   accounts   investing   in  the  Fund.   An
         irreconcilable  material  conflict  may arise for a variety of reasons,
         including,  but not  limited  to: (a) an action by any state  insurance
         regulatory  authority;  (b) a change  in  applicable  federal  or state
         insurance, tax, or securities laws or regulations,  or a public ruling,
         private  letter  ruling,  no-action or  interpretative  letter,  or any
         similar action by insurance, tax, or securities regulatory authorities;
         (c) an administrative or judicial decision in any relevant  proceeding;
         (d) the  manner in which the  investments  of any  Portfolio  are being
         managed; (e) a difference in voting instructions given by Participating
         Insurance  Companies or by variable annuity and variable life insurance
         Contract  owners;  or (f) a decision  by an insurer  to  disregard  the
         voting  instructions of Contract  owners.  The Fund Board will promptly
         inform the Company if it  determines  that an  irreconcilable  material
         conflict exists and the  implications  thereof.  A majority of the Fund
         Board will consist of persons who are not  "interested"  persons of the
         Fund.
7.3      The Company will report any potential or existing conflicts of which it
         is aware to the Fund Board. The Company agrees to assist the Fund Board
         in carrying out its  responsibilities,  as  delineated in the Mixed and
         Shared Funding  Exemptive  Order,  by providing the Fund Board with all
         information  reasonably  necessary  for the Fund Board to consider  any
         issues raised.  This includes,  but is not limited to, an obligation by
         the Company to inform the Fund Board  whenever  Contract  owner  voting
         instructions  are to be disregarded.  The Fund Board will record in its
         minutes, or other appropriate  records,  all reports received by it and
         all action with regard to a conflict.
7.4      If it is determined  by a majority of the Fund Board,  or a majority of
         its disinterested  trustees,  that an irreconcilable  material conflict
         exists, the Company and other  Participating  Insurance Companies will,
         at  their  expense  and  to  the  extent  reasonably   practicable  (as
         determined by a majority of the disinterested trustees),  take whatever
         steps are necessary to remedy or eliminate the irreconcilable  material
         conflict, up to and including:  (a) withdrawing the assets allocable to
         some  or all  of the  Accounts  from  the  Fund  or any  Portfolio  and
         reinvesting  such assets in a different  investment  medium,  including
         (but not limited to) another  Portfolio of the Fund, or submitting  the
         question whether such segregation  should be submitted to a vote of all
         affected Contract owners and, as appropriate, segregating the assets of
         any  appropriate  group  (i.e.,  variable  annuity  Contract  owners or
         variable life insurance  Contract  owners of one or more  Participating
         Insurance  Companies)  that  votes  in favor  of such  segregation,  or
         offering to the  affected  Contract  owners the option of making such a
         change;  and (b)  establishing a new registered  management  investment
         company or managed separate account.
7.5      If a material  irreconcilable  conflict arises because of a decision by
         the Company to disregard Contract owner voting  instructions,  and such
         disregard of voting  instructions  could  conflict with the majority of
         Contract  owner  voting   instructions,   and  the  Company's  judgment
         represents a minority  position or would  preclude a majority vote, the
         Company  may be  required,  at the Fund's  election,  to  withdraw  the
         affected  sub-account  of the  Account's  investment  in the  Fund  and
         terminate this Agreement  with respect to such  sub-account;  provided,
         however,  that such withdrawal and  termination  will be limited to the
         extent required by the foregoing  irreconcilable  material  conflict as
         determined  by a majority  of the  disinterested  trustees  of the Fund
         Board.  No  charge  or  penalty  will be  imposed  as a result  of such
         withdrawal.  Any such  withdrawal  and  termination  must take place in
         accordance  with the Fund's Mixed and Shared Funding  Exemptive  Order.
         During the period that any such  withdrawal and  termination  are being
         implemented,  the Adviser and Fund will, to the extent permitted by law
         and any exemptive relief  previously  granted to the Fund,  continue to
         accept  and  implement  orders by the  Company  for the  purchase  (and
         redemption) of shares of the Fund.
7.6      If  an  irreconcilable  conflict  arises  because  a  particular  state
         insurance regulator's decision applicable to the Company conflicts with
         the majority of other state insurance regulators, then the Company will
         withdraw the affected  sub-account  of the Account's  investment in the
         Fund and terminate  this  Agreement  with respect to such  sub-account;
         provided, however, that such withdrawal and termination will be limited
         to  the  extent  required  by  the  foregoing  irreconcilable  material
         conflict as determined by a majority of the disinterested  directors of
         the Fund  Board.  No charge or  penalty  will be imposed as a result of
         such  withdrawal.  Any such withdrawal and termination  must take place
         within  six (6)  months  after  the Fund  gives  written  notice to the
         Company that this provision is being implemented. Until the end of such
         six-month  period the Adviser and Fund will, to the extent permitted by
         law and any exemptive relief previously  granted to the Fund,  continue
         to accept and  implement  orders by the Company for the  purchase  (and
         redemption) of shares of the Fund.
7.7      For purposes of Sections 7.4 through 7.7 of this Agreement,  a majority
         of the  disinterested  members of the Fund Board will determine whether
         any proposed action  adequately  remedies any  irreconcilable  material
         conflict, but in no event, other than as specified in Section 7.4, will
         the  Fund  be  required  to  establish  a new  funding  medium  for the
         Contracts. The Company will not be required by Section 7.4 to establish
         a new funding  medium for the  Contracts  if an offer to do so has been
         declined  by vote of a majority  of  Contract  owners  affected  by the
         irreconcilable material conflict.
7.7      The  Company  will at least  annually  submit  to the Fund  Board  such
         reports,  materials or data as the Fund Board may reasonably request so
         that the Fund Board may fully carry out the duties  imposed  upon it as
         delineated in the Mixed and Shared Funding  Exemptive  Order,  and said
         reports, materials and data will be submitted more frequently if deemed
         appropriate by the Fund Board.
7.8      If and to the extent that Rule 6e-2 and Rule  6e-3(T) are  amended,  or
         Rule 6e-3 is adopted, to provide exemptive relief from any provision of
         the 1940 Act or the rules promulgated  thereunder with respect to mixed
         or shared funding (as defined in the Mixed and Shared Funding Exemptive
         Order)  on  terms  and  conditions   materially  different  from  those
         contained in the Mixed and Shared Funding  Exemptive  Order,  then: (a)
         the Fund and/or the Participating  Insurance Companies, as appropriate,
         will take such steps as may be  necessary to comply with Rules 6e-2 and
         6e-3(T),  as amended,  and Rule 6e-3,  as  adopted,  to the extent such
         rules are  applicable;  and (b) Sections  4.4, 4.5, 7.1, 7.2, 7.3, 7.4,
         and 7.5 of this  Agreement  will  continue in effect only to the extent
         that terms and conditions  substantially identical to such Sections are
         contained in such Rule(s) as so amended or adopted.

                         ARTICLE VIII - INDEMNIFICATION

8.1      Indemnification by the Company
         (a)      The Company  agrees to indemnify  and hold  harmless the Fund,
                  the Adviser,  the  Distributor,  and each person,  if any, who
                  controls or is associated  with the Fund, the Adviser,  or the
                  Distributor within the meaning of such terms under the federal
                  securities laws and any director,  trustee,  officer, employee
                  or  agent of the  foregoing  (collectively,  the  "Indemnified
                  Parties" for purposes of this Section 8.1) against any and all
                  losses,  claims,  expenses,  damages,  liabilities  (including
                  amounts  paid in  settlement  with the written  consent of the
                  Company) or actions in respect thereof  (including  reasonable
                  legal and other  expenses),  to which the Indemnified  Parties
                  may become  subject under any statute,  regulation,  at common
                  law or  otherwise,  insofar as such losses,  claims,  damages,
                  liabilities  or expenses  (or  actions in respect  thereof) or
                  settlements:  (1) arise out of or are  based  upon any  untrue
                  statements or alleged  untrue  statements of any material fact
                  contained in the registration statement, prospectus or SAI for
                  the   Contracts  or  contained  in  the   Contracts  or  sales
                  literature or other promotional material for the Contracts (or
                  any amendment or supplement to any of the foregoing), or arise
                  out of or are based upon the omission or the alleged  omission
                  to state  therein a  material  fact  required  to be stated or
                  necessary to make such  statements  not misleading in light of
                  the circumstances in which they were made;  provided that this
                  agreement  to indemnify  will not apply as to any  Indemnified
                  Party if such statement or omission or such alleged  statement
                  or omission was made in reliance upon and in  conformity  with
                  information  furnished  to the  Company by or on behalf of the
                  Fund,  the  Adviser,   of  the  Distributor  for  use  in  the
                  registration statement, prospectus or SAI for the Contracts or
                  in the  Contracts  or sales  literature  (or any  amendment or
                  supplement)  or otherwise for use in connection  with the sale
                  of the  Contracts or Fund shares;  or (2) arise out of or as a
                  result of statements or representations by or on behalf of the
                  Company (other than statements or representations contained in
                  the  Fund  registration  statement,  prospectus,  SAI or sales
                  literature or other  promotional  material of the Fund, or any
                  amendment or supplement to the foregoing,  not supplied by the
                  Company or persons  under its control) or wrongful  conduct of
                  the Company or persons under its control,  with respect to the
                  sale or distribution  of the Contracts or Fund shares;  or (3)
                  arise out of untrue statement or alleged untrue statement of a
                  material fact  contained in the Fund  registration  statement,
                  prospectus,  SAI or  sales  literature  or  other  promotional
                  material  of the  Fund (or  amendment  or  supplement)  or the
                  omission or alleged  omission to state therein a material fact
                  required  to be  stated  therein  or  necessary  to make  such
                  statements  not  misleading in light of the  circumstances  in
                  which they were made, if such a statement or omission was made
                  in reliance upon and in conformity with information  furnished
                  to the Fund by or on behalf of the  Company or  persons  under
                  its  control;  or (4) arise as a result of any  failure by the
                  Company to provide the  services  and  furnish  the  materials
                  under  the  terms of this  Agreement;  or (5) arise out of any
                  material breach of any representation  and/or warranty made by
                  the Company in this  Agreement  or arise out of or result from
                  any other  material  breach by the Company of this  Agreement;
                  except to the  extent  provided  in  Sections  8.1(b)  and 8.4
                  hereof.  This  indemnification  will  be in  addition  to  any
                  liability that the Company otherwise may have.

         (b)      No party will be entitled  to  indemnification  under  Section
                  8.1(a) if such loss, claim, damage, liability or action is due
                  to the willful misfeasance,  bad faith, or gross negligence in
                  the  performance of such party's duties under this  Agreement,
                  or by  reason  of  such  party's  reckless  disregard  of  its
                  obligations or duties under this Agreement.

         (c)      The  Indemnified  Parties  promptly will notify the Company of
                  the commencement of any litigation, proceedings, complaints or
                  actions by regulatory  authorities  against them in connection
                  with the issuance or sale of the Fund shares or the  Contracts
                  or the operation of the Fund.

8.2      Indemnification by the Adviser & Distributor
         (a)      The  Adviser  and  Distributor  agree  to  indemnify  and hold
                  harmless the Company and each person,  if any, who controls or
                  is  associated  with the  Company  within the  meaning of such
                  terms  under the  federal  securities  laws and any  director,
                  officer, employee or agent of the foregoing (collectively, the
                  "Indemnified  Parties"  for  purposes  of  this  Section  8.2)
                  against  any  and  all  losses,  claims,  expenses,   damages,
                  liabilities  (including  amounts paid in  settlement  with the
                  written consent of the Adviser and  Distributor) or actions in
                  respect  thereof   (including   reasonable   legal  and  other
                  expenses) to which the Indemnified  Parties may become subject
                  under any  statute,  regulation,  at common law or  otherwise,
                  insofar  as  such  losses,  claims,  damages,  liabilities  or
                  expenses (or actions in respect  thereof) or settlements:  (1)
                  arise out of or are based upon any untrue statement or alleged
                  untrue  statement  of  any  material  fact  contained  in  the
                  registration  statement,  prospectus  or SAI for  the  Fund or
                  sales literature or other promotional material of the Fund (or
                  any amendment or supplement to any of the foregoing), or arise
                  out of or are based upon the omission or the alleged  omission
                  to state  therein a  material  fact  required  to be stated or
                  necessary to make such  statements  not misleading in light of
                  the circumstances in which they were made;  provided that this
                  agreement  to indemnify  will not apply as to any  Indemnified
                  Party if such statement or omission or such alleged  statement
                  or omission was made in reliance upon and in  conformity  with
                  information  furnished  to the Adviser or Fund by or on behalf
                  of  the  Company  for  use  in  the  registration   statement,
                  prospectus  or SAI for the Fund or in sales  literature of the
                  Fund (or any amendment or supplement thereto) or otherwise for
                  use in  connection  with  the  sale of the  Contracts  or Fund
                  shares;  or (2) arise out of or as a result of  statements  or
                  representations  (other  than  statements  or  representations
                  contained  in  the  Contracts  or  in  the  Contract  or  Fund
                  registration   statements,   prospectuses   or  statements  of
                  additional   information   or   sales   literature   or  other
                  promotional  material for the Contracts or of the Fund, or any
                  amendment or supplement to the foregoing,  not supplied by the
                  Adviser  or the  Fund or  persons  under  the  control  of the
                  Adviser or the Fund  respectively)  or wrongful conduct of the
                  Adviser  or the  Fund or  persons  under  the  control  of the
                  Adviser or the Fund respectively,  with respect to the sale or
                  distribution of the Contracts or Fund shares; or (3) arise out
                  of any untrue  statement  or  alleged  untrue  statement  of a
                  material   fact   contained  in  a   registration   statement,
                  prospectus,  SAI or  sales  literature  or  other  promotional
                  material   covering  the   Contracts   (or  any  amendment  or
                  supplement  thereto),  or the omission or alleged  omission to
                  state  therein  a  material  fact  required  to be  stated  or
                  necessary to make such  statement or statements not misleading
                  in light of the circumstances in which they were made, if such
                  statement  or  omission  was  made  in  reliance  upon  and in
                  conformity with information  furnished to the Company by or on
                  behalf of the Adviser or the Fund or persons under the control
                  of the  Adviser  or the Fund;  or (4) arise as a result of any
                  failure by the Fund or the Adviser to provide the services and
                  furnish the materials  under the terms of this  Agreement;  or
                  (5)  arise out of or result  from any  material  breach of any
                  representation and/or warranty made by the Adviser or the Fund
                  in this  Agreement,  or arise out of or result  from any other
                  material  breach of this  Agreement by the Adviser or the Fund
                  (including a failure,  whether intentional or in good faith or
                  otherwise,  to comply with the requirements of Subchapter M of
                  the  Code  specified  in  Article  III,  Section  3.2 of  this
                  Agreement and the  diversification  requirements  specified in
                  Article  III,  Section 3.3 of this  Agreement);  except to the
                  extent  provided  in  Sections  8.2(b)  and 8.4  hereof.  This
                  indemnification  will be in addition to any liability that the
                  Adviser or Distributor otherwise may have.

         (b)      No party will be entitled  to  indemnification  under  Section
                  8.2(a) if such loss, claim, damage, liability or action is due
                  to the willful misfeasance,  bad faith, or gross negligence in
                  the  performance of such party's duties under this  Agreement,
                  or by  reason  of  such  party's  reckless  disregard  or  its
                  obligations or duties under this Agreement.

(c)               The  Indemnified  Parties will promptly notify the Adviser and
                  the Fund of the  commencement of any litigation,  proceedings,
                  complaints or actions by regulatory  authorities  against them
                  in  connection  with the issuance or sale of the  Contracts or
                  the operation of the Account.

8.3      Indemnification by the Fund
         (a)      The Fund agrees to indemnify and hold harmless the Company and
                  each person,  if any, who controls or is  associated  with the
                  Company  within the  meaning of such terms  under the  federal
                  securities laws and any director,  officer,  employee or agent
                  of the foregoing (collectively,  the "Indemnified Parties" for
                  purposes  of this  Section  8.3)  against  any and all losses,
                  claims, expenses, damages, liabilities (including amounts paid
                  in settlement  with the written consent of the Fund) or action
                  in  respect  thereof  (including  reasonable  legal  and other
                  expenses) to which the Indemnified  Parties may become subject
                  under any  statute,  regulation,  at common law or  otherwise,
                  insofar  as  such  losses,  claims,  damages,  liabilities  or
                  expenses (or actions in respect  thereof) or settlements,  are
                  related  to the  operations  of the Fund  and:  (1) arise as a
                  result of any failure by the Fund to provide the  services and
                  furnish the materials  under the terms of this  Agreement;  or
                  (2)  arise out of or result  from any  material  breach of any
                  representation  and/or  warranty  made  by the  Fund  in  this
                  Agreement  or arise out of or result  from any other  material
                  breach of this  Agreement  by the Fund  (including  a failure,
                  whether  intentional or in good faith or otherwise,  to comply
                  with the requirements of Subchapter M of the Code specified in
                  Article   III,   Section  3.2  of  this   Agreement   and  the
                  diversification requirements specified in Article III, Section
                  3.3 of this Agreement); or (3) arise out of or result from the
                  incorrect  or untimely  calculation  or reporting of daily net
                  asset value per share or dividend or capital gain distribution
                  rate; except to the extent provided in Sections 8.3(b) and 8.4
                  hereof.  This  indemnification  will  be in  addition  to  any
                  liability that the Fund otherwise may have.

         (b)      No party will be entitled  to  indemnification  under  Section
                  8.3(a) if such loss, claim, damage, liability or action is due
                  to the willful misfeasance,  bad faith, or gross negligence in
                  the  performance of such party's duties under this  Agreement,
                  or by  reason  of  such  party's  reckless  disregard  of  its
                  obligations and duties under this Agreement.

         (c)      The  Indemnified  Parties will promptly notify the Fund of the
                  commencement  of any  litigation,  proceedings,  complaints or
                  actions by regulatory  authorities  against them in connection
                  with the issuance or sale of the Contracts or the operation of
                  the Account.

8.4      Indemnification Procedure
         Any person obligated to provide indemnification under this Article VIII
         ("Indemnifying  Party" for the purpose of this Section 8.4) will not be
         liable under the  indemnification  provisions of this Article VIII with
         respect to any claim made against a party  entitled to  indemnification
         under this  Article VIII  ("Indemnified  Party" for the purpose of this
         Section  8.4)  unless such  Indemnified  Party will have  notified  the
         Indemnifying  Party in  writing  within a  reasonable  time  after  the
         summons or other first legal process  giving  information of the nature
         of the claim  will have been  served  upon such  Indemnified  Party (or
         after  such  party  will have  received  notice of such  service on any
         designated  agent), but failure to notify the Indemnifying Party of any
         such claim will not relieve the  Indemnifying  Party from any liability
         which it may have to the Indemnified  Party against whom such action is
         brought otherwise than on account of the  indemnification  provision of
         this  Article  VIII,  except to the extent  that the  failure to notify
         results in the failure of actual notice to the  Indemnifying  Party and
         such  Indemnifying  Party is  damaged  solely as a result of failure to
         give such  notice.  In case any such  action  is  brought  against  the
         Indemnified   Party,  the  Indemnifying   Party  will  be  entitled  to
         participate,   at  its  own  expense,  in  the  defense  thereof.   The
         Indemnifying Party also will be entitled to assume the defense thereof,
         with  counsel  satisfactory  to the party  named in the  action.  After
         notice  from the  Indemnifying  Party to the  Indemnified  Party of the
         Indemnifying  Party's  election  to assume  the  defense  thereof,  the
         Indemnified  Party will bear the fees and  expenses  of any  additional
         counsel retained by it, and the  Indemnifying  Party will not be liable
         to such party  under  this  Agreement  for any legal or other  expenses
         subsequently  incurred by such party  independently  in connection with
         the  defense  thereof  other than  reasonable  costs of  investigation,
         unless:  (a) the Indemnifying Party and the Indemnified Party will have
         mutually  agreed to the  retention  of such  counsel;  or (b) the named
         parties  to any  such  proceeding  (including  any  impleaded  parties)
         include  both the  Indemnifying  Party  and the  Indemnified  Party and
         representation   of  both  parties  by  the  same   counsel   would  be
         inappropriate  due to actual or potential  differing  interests between
         them. The  Indemnifying  Party will not be liable for any settlement of
         any proceeding effected without its written consent but if settled with
         such  consent or if there is a final  judgment for the  plaintiff,  the
         Indemnifying  Party agrees to indemnify the Indemnified  Party from and
         against any loss or liability by reason of such settlement or judgment.
         A successor by law of the parties to this Agreement will be entitled to
         the benefits of the indemnification contained in this Article VIII. The
         indemnification  provisions contained in this Article VIII will survive
         any termination of this Agreement.

                           ARTICLE IX - APPLICABLE LAW

9.1      This Agreement will be construed and the provisions hereof  interpreted
         under and in accordance with the laws of the State of Maryland.

9.2      This  Agreement  will be subject to the provisions of the 1933 Act, the
         1934 Act and the 1940 Act,  and the rules and  regulations  and rulings
         thereunder,  including such exemptions  from those statutes,  rules and
         regulations as the Commission may grant (including, but not limited to,
         the Mixed and Shared Funding Exemptive Order) and the terms hereof will
         be interpreted and construed in accordance therewith.

                             ARTICLE X - TERMINATION

10.1 This Agreement will terminate:
         (a)      at the  option  of any  party,  with or  without  cause,  with
                  respect to one,  some or all of the  Portfolios,  upon six (6)
                  month's  advance  written  notice to the other  parties or, if
                  later, upon receipt of any required exemptive relief or orders
                  from the SEC, unless  otherwise  agreed in a separate  written
                  agreement among the parties; or
         (b)      at the option of the Company, upon written notice to the other
                  parties,  with  respect  to any  Portfolio  if  shares  of the
                  Portfolio   are  not   reasonably   available   to  meet   the
                  requirements  of the  Contracts as determined in good faith by
                  the Company; or
         (c)      at the option of the Company, upon written notice to the other
                  parties, with respect to any Portfolio in the event any of the
                  Portfolio's  shares  are  not  registered,  issued  or sold in
                  accordance  with  applicable  state and/or federal law or such
                  law  precludes  the  use of  such  shares  as  the  underlying
                  investment  media of the  Contracts  issued or to be issued by
                  Company; or
         (d)      at the option of the Fund,  upon  written  notice to the other
                  parties,  upon institution of formal  proceedings  against the
                  Company by the NASD, the Commission,  the Insurance Commission
                  of any  state  or any  other  regulatory  body  regarding  the
                  Company's  duties under this  Agreement or related to the sale
                  of the Contracts,  the  administration  of the Contracts,  the
                  operation of the Account,  or the purchase of the Fund shares,
                  provided  that  the  Fund  determines  in its  sole  judgment,
                  exercised in good faith, that any such proceeding would have a
                  material  adverse  effect on the Company's  ability to perform
                  its obligations under this Agreement; or
         (e)      at the option of the Company, upon written notice to the other
                  parties,  upon institution of formal  proceedings  against the
                  Fund or the Adviser by the NASD,  the  Commission or any state
                  securities  or insurance  department  or any other  regulatory
                  body,  provided  that  the  Company  determines  in  its  sole
                  judgment,  exercised in good faith,  that any such  proceeding
                  would  have a  material  adverse  effect on the  Fund's or the
                  Adviser's  ability  to  perform  its  obligations  under  this
                  Agreement; or
         (f)      at the option of the Company, upon written notice to the other
                  parties,  if  the  Fund  ceases  to  qualify  as  a  Regulated
                  Investment  Company  under  Subchapter M of the Code, or under
                  any  successor  or  similar  provision,   or  if  the  Company
                  reasonably  and in good faith  believes that the Fund may fail
                  to so qualify; or
         (g)      at the option of the Company, upon written notice to the other
                  parties,  with  respect to any  Portfolio if the Fund fails to
                  meet the diversification requirements specified in Section 3.3
                  hereof or if the Company reasonably and in good faith believes
                  the Fund may fail to meet such requirements; or
         (h)      at the  option of any party to this  Agreement,  upon  written
                  notice to the other  parties,  upon another  party's  material
                  breach of any provision of this Agreement; or
         (i)      at the option of the Company, if the Company determines in its
                  sole judgment  exercised in good faith that either the Fund or
                  the  Adviser  has  suffered a material  adverse  change in its
                  business,  operations or financial condition since the date of
                  this Agreement or is the subject of material adverse publicity
                  which is likely to have a  material  adverse  impact  upon the
                  business and operations of the Company, such termination to be
                  effective  sixty (60) days' after receipt by the other parties
                  of written notice of the election to terminate; or
         (j)      at the  option  of the  Fund or the  Adviser,  if the  Fund or
                  Adviser   respectively,   determines   in  its  sole  judgment
                  exercised  in good  faith  that the  Company  has  suffered  a
                  material  adverse  change  in  its  business,   operations  or
                  financial condition since the date of this Agreement or is the
                  subject of material adverse  publicity which is likely to have
                  a material  adverse impact upon the business and operations of
                  the Fund or the  Adviser,  such  termination  to be  effective
                  sixty (60) days' after receipt by the other parties of written
                  notice of the election to terminate; or
         (k)      at the option of the  Company or the Fund upon  receipt of any
                  necessary regulatory approvals and/or the vote of the Contract
                  owners having an interest in the Account (or any  sub-account)
                  to substitute the shares of another investment company for the
                  corresponding  Portfolio's  shares  of the Fund in  accordance
                  with the  terms of the  Contracts  for which  those  Portfolio
                  shares had been selected to serve as the underlying portfolio.
                  The Company will give sixty (60) days' prior written notice to
                  the Fund of the  date of any  proposed  vote or  other  action
                  taken to  replace  the  Fund's  shares or of the filing of any
                  required regulatory approval(s); or
         (1)      at the option of the Company or the Fund upon a  determination
                  by a  majority  of  the  Fund  Board,  or a  majority  of  the
                  disinterested  Fund  Board  members,  that  an  irreconcilable
                  material  conflict  exists  among the  interests  of:  (1) all
                  Contract owners of variable insurance products of all separate
                  accounts; or (2) the interests of the Participating  Insurance
                  Companies investing in the Fund as set forth in Article VII of
                  this Agreement; or
         (m)      at the  option of the Fund in the  event any of the  Contracts
                  are not issued or sold in accordance with  applicable  federal
                  and/or state law.  Termination  will be effective  immediately
                  upon such occurrence without notice.

10.2     Notice Requirement
         (a)      No termination of this Agreement,  except a termination  under
                  Section 10.1 (m) of this Agreement,  will be effective  unless
                  and until the party  terminating  this  Agreement  gives prior
                  written   notice  to  all  other  parties  of  its  intent  to
                  terminate,  which  notice  will set  forth  the  basis for the
                  termination.
         (b)      In the event that any  termination  of this Agreement is based
                  upon the  provisions of Article VII, such prior written notice
                  will be given in advance of the effective  date of termination
                  as required by such provisions.

10.3     Effect of Termination
         Notwithstanding  any  termination  of this  Agreement,  the  Fund,  the
         Adviser  and  the  Distributor  will,  at the  option  of the  Company,
         continue to make  available  additional  shares of the Fund pursuant to
         the terms and conditions of this Agreement, for all Contracts in effect
         on the effective date of  termination  of this  Agreement  (hereinafter
         referred to as "Existing Contracts"). Specifically, without limitation,
         the owners of the Existing  Contracts  will be permitted to  reallocate
         investments in the  Designated  Portfolios (as in effect on such date),
         redeem  investments in the Designated  Portfolios  and/or invest in the
         Designated  Portfolios upon the making of additional  purchase payments
         under the Existing Contracts.  The parties agree that this Section 10.3
         will not apply to any terminations  under Article VII and the effect of
         such Article VII  terminations  will be governed by Article VII of this
         Agreement.

10.4     Surviving Provisions
         Notwithstanding  any  termination  of  this  Agreement,   each  party's
         obligations  under Article VIII to indemnify other parties will survive
         and not be affected by any termination of this Agreement.  In addition,
         with respect to Existing  Contracts,  all  provisions of this Agreement
         also  will  survive  and not be  affected  by any  termination  of this
         Agreement.

                              ARTICLE XI - NOTICES
Any notice will be deemed duly given when sent by registered  or certified  mail
to the other party at the address of such party set forth below or at such other
address  as such  party may from time to time  specify  in  writing to the other
parties.

                  If to the Company:
                  American Skandia Life Assurance Corporation
                  1 Corporate Drive
                  P.O. Box 883
                  Shelton, Connecticut 08484-0883
                  Attn: Mr. Gordon C. Boronow

                  If to the Fund:
                  Rydex Variable Trust
                  6116 Executive Boulevard, Suite 400
                  Rockville, Maryland 20852
                  Attn:

                  If to the Adviser:
                  PADCO Advisors II, Inc.
                  6116 Executive Boulevard, Suite 400
                  Rockville, Maryland 20852
                  Attn:

                  If to the Distributor:
                  PADCO Financial Services, Inc.
                  6116 Executive Boulevard, Suite 400
                  Rockville, Maryland 20852
                  Attn:

                           ARTICLE XII - MISCELLANEOUS
12.1     All persons  dealing  with the Fund must look solely to the property of
         the Fund for the  enforcement of any claims against the Fund as neither
         the  trustees,  officers,  agents or  shareholders  assume any personal
         liability for obligations entered into on behalf of the Fund.
12.2     The  Fund  and the  Adviser  acknowledge  that  the  identities  of the
         customers  of the Company or any of its  affiliates  (collectively  the
         "Protected  Parties" for purposes of this  Section  12.2),  information
         maintained  regarding those  customers,  and all computer  programs and
         procedures developed by the Protected Parties or any of their employees
         or agents in connection  with the Company's  performance  of its duties
         under  this  Agreement  are  the  valuable  property  of the  Protected
         Parties.  The  Fund  and the  Adviser  agree  that if  they  come  into
         possession  of any list or  compilation  of the  identities of or other
         information  about  the  Protected  Parties'  customers,  or any  other
         property of the Protected  Parties,  other than such information as may
         be independently  developed or compiled by the Fund or the Adviser from
         information  supplied to them by the Protected  Parties'  customers who
         also maintain accounts directly with the Fund or the Adviser,  the Fund
         and the Adviser will hold such  information  or property in  confidence
         and  refrain  from  using,  disclosing  or  distributing  any  of  such
         information  or other  property  except:  (a) with the Company' s prior
         written  consent;  or (b) as required by law or judicial  process.  The
         Fund and the Adviser  acknowledge  that any breach of the agreements in
         this Section 12.2 would result in immediate and irreparable harm to the
         Protected  Parties for which  there would be no adequate  remedy at law
         and agree  that in the event of such a breach,  the  Protected  Parties
         will be entitled to equitable  relief by way of temporary and permanent
         injunctions,  as well as such  other  relief as any court of  competent
         jurisdiction deems appropriate.
12.3     The  captions  in  this  Agreement  are  included  for  convenience  of
         reference  only and in no way define or delineate any of the provisions
         hereof or otherwise affect their construction or effect.
12.4     This  Agreement  may  be  executed   simultaneously   in  two  or  more
         counterparts,  each of which taken together will constitute one and the
         same instrument.
12.5     If any  provision of this  Agreement  will be held or made invalid by a
         court  decision,  statute,  rule or  otherwise,  the  remainder  of the
         Agreement will not be affected thereby.
12.6     This  Agreement  will not be assigned by any party  hereto  without the
         prior written consent of all the parties.
12.7     The rights,  remedies and  obligations  contained in this Agreement are
         cumulative  and are in  addition to any and all  rights,  remedies  and
         obligations, at law or in equity, which the parties hereto are entitled
         to under state and federal law.
12.8     The parties to this Agreement acknowledge and agree that this Agreement
         shall  not be  exclusive  in any  respect. 
12.9     Each party to this  Agreement  will cooperate with each other party and
         all appropriate  governmental authorities (including without limitation
         the  Commission,  the NASD and  state  insurance  regulators)  and will
         permit each other and such authorities  reasonable  access to its books
         and records in connection with any investigation or inquiry relating to
         this Agreement or the transactions contemplated hereby.
12.10    Each party represents that the execution and delivery of this Agreement
         and the consummation of the transactions  contemplated herein have been
         duly  authorized  by  all  necessary  corporate  or  board  action,  as
         applicable,  by such  party and when so  executed  and  delivered  this
         Agreement  will be the  valid  and  binding  obligation  of such  party
         enforceable in accordance with its terms.
12.11    The parties to this Agreement may amend the schedules to this Agreement
         from time to time to reflect  changes in or relating to the  Contracts,
         the Accounts or the Portfolios of the Fund or other applicable terms of
         this Agreement.


<PAGE>






IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to be
executed in its name and behalf by its duly  authorized  representative  and its
seal to be hereunder affixed hereto as of the date specified below.

                                                AMERICAN SKANDIA I.IFE ASSURANCE
                                                CORPORATION

                                              By: ______________________________
                                                               Gordon C. Boronow
                                    Deputy Chief Executive Officer and President

                                                            RYDEX VARIABLE TRUST

                                              By: ______________________________


                                                         PADCO Advisors II, Inc.

                                              By: ______________________________


                                                  PADCO Financial Services, Inc.

                                              By: ______________________________


<PAGE>



<TABLE>
<CAPTION>
April 13, 1999                                                                                            
                             PARTICIPATION AGREEMENT
                                   SCHEDULE A

The following  Separate  Accounts and Associated  Contracts of American  Skandia
Life Assurance  Corporation  are permitted in accordance  with the provisions of
this Agreement to invest in Portfolios of the Fund shown in Schedule B:

<S>                                                                    <C>    <C>    <C>    <C>    <C>    <C>
Contracts Funded by Separate Account                                   Name of Separate Account
American Skandia Advisor Plan (ASAPSM)                                 American  Skandia  Life  Assurance  Corporation  Variable 
                                                                       Account  B  (Class 1 Sub-accounts)

American Skandia Advisor Plan IISM (ASAP II)                           American  Skandia  Life  Assurance  Corporation  Variable    
                                                                       Account  B  (Class 1 Sub-accounts)

American Skandia XTra CreditSM (ASXT)                                  American  Skandia  Life  Assurance  Corporation  Variable 
                                                                       Account  B  (Class 1 Sub-accounts)

American Skandia LifeVest(R)(ASL(R))                                   American  Skandia  Life  Assurance  Corporation  Variable 
                                                                       Account  B  (Class 1 Sub-accounts)

American Skandia ProtectorSM (AS ProSM)                                American  Skandia  Life  Assurance  Corporation 
                                                                       Variable  Account  B  (Class 1 Sub-accounts)

American Skandia Advisors Choice(R)2000 (Choice2000)                   American  Skandia  Life  Assurance  Corporation  Variable
                                                                       Account  B  (Class 2 Sub-accounts)

American Skandia Impact (AS ImpactSM)                                  American  Skandia  Life  Assurance  Corporation  Variable
                                                                       Account  B  (Class 3 Sub-accounts)

</TABLE>



<PAGE>


                             PARTICIPATION AGREEMENT
                                   SCHEDULE B

The  Separate  Account(s)  shown  on  Schedule  A may  invest  in the  following
Portfolios of the Fund.

|X|      Nova Fund
|X|      Ursa Fund
|X|      OTC Fund


<PAGE>


                             PARTICIPATION AGREEMENT
                                   SCHEDULE C
                             PROXY VOTING PROCEDURES


The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting  instructions  relating to the Trust. The defined
terms  herein shall have the meanings  assigned in the  Participation  Agreement
except that the term "Company"  shall also include the department or third party
assigned by the Company to perform the steps delineated below.

1.   The  proxy  proposals  are  given to the  Company  by the Trust as early as
     possible  before the date set by the Trust for the  shareholder  meeting to
     enable the Company to consider and prepare for the  solicitation  of voting
     instructions   from  owners  of  the  Contracts   and  to  facilitate   the
     establishment of tabulation procedures.  At this time the Trust will inform
     the Company of the Record,  Mailing  and Meeting  dates.  This will be done
     verbally approximately two months before meeting.

2.   Promptly  after the Record Date,  the Company will perform a "tape run", or
     other  activity,  which will  generate the names,  addresses  and number of
     units  which  are  attributed  to  each  contract  owner/policyholder  (the
     "Customer")  as of the Record  Date.  Allowance  should be made for account
     adjustments  made  after  this date that  could  affect  the  status of the
     Customers' accounts as of the Record Date.

     Note:  The  number of proxy  statements  is  determined  by the  activities
     described in this Step #2. The Company will use its best efforts to call in
     the number of Customers  to the Trust , as soon as  possible,  but no later
     than two weeks after the Record Date.

3.   The  Trust's  Annual  Report  must be sent to each  Customer by the Company
     either  before  or  together  with  the   Customers'   receipt  of  voting,
     instruction  solicitation  material. The Trust will provide the last Annual
     Report to the Company pursuant to the terms of Section 3.3 of the Agreement
     to which this Schedule relates.

4.   The text and format for the Voting Instruction Cards ("Cards" or "Card") is
     provided to the Company by the Trust.  The Company,  at its expense,  shall
     produce and  personalize  the Voting  Instruction  Cards.  The Trust or its
     affiliate must approve the Card before it is printed.  Allow  approximately
     2-4  business  days for  printing  information  on the  Cards.  Information
     commonly found on the Cards includes:

         |X|      name (legal name as found on account registration)
         |X|      address
         |X|      Trust or account number
         |X|      coding to state number of units
         |X|      individual Card number for use in tracking and verification of
                  votes (already on Cards as printed by the Trust).

         (This and related  steps may occur later in the  chronological  process
         due to possible uncertainties relating to the proposals.)

5.   During this time, the Trust will develop, produce and pay for the Notice of
     Proxy and the Proxy  Statement (one  document).  Printed and folded notices
     and  statements  will be sent  to  Company  for  insertion  into  envelopes
     (envelopes and return  envelopes are provided and paid for by the Company).
     Contents of envelope sent to Customers by the Company will include:

         |X|      Voting Instruction Card(s)
         |X|      one proxy notice and statement (one document)
         |X|      return envelope (postage pre-paid by Company) addressed to the
                  Company or its tabulation agent
         |X|      "urge buckslip" - optional, but recommended. (This is a small,
                  single  sheet  of paper  that  requests  Customers  to vote as
                  quickly as possible and that their vote is important. One copy
                  will be supplied by the Trust.)
         |X|      cover letter - optional,  supplied by Company and reviewed and
                  approved in advance by the Trust

6.   The above  contents  should be received by the  Company  approximately  3-5
     business days before mail date. Individual in charge at Company reviews and
     approves  the  contents of the mailing  package to ensure  correctness  and
     completeness. Copy of this approval sent to the Trust.

7.   Package mailed by the Company.
     * The Trust must allow at least a 15-day  solicitation  time to the Company
     as the shareowner.  (A 5-week period is recommended.)  Solicitation time is
     calculated as calendar days from (but NOT including,) the meeting, counting
     backwards.

8.   Collection and tabulation of Cards begins.  Tabulation  usually takes place
     in another department or another vendor depending on process used. An often
     used procedure is to sort Cards on arrival by proposal into vote categories
     of all yes, no, or mixed replies, and to begin data entry.

     Note:  Postmarks are not generally needed. A need for postmark  information
     would be due to an insurance  company's internal procedure and has not been
     required by the Trust in the past.

9.   Signatures on Card checked against legal name on account registration which
     was printed on the Card. Note: For Example, if the account  registration is
     under  "John A.  Smith,  Trustee,"  then that is the exact legal name to be
     printed on the Card and is the signature needed on the Card.

10.  If Cards are  mutilated,  or for any reason are illegible or are not signed
     properly,  they are sent back to Customer with an explanatory  letter and a
     new  Card  and  return  envelope.   The  mutilated  or  illegible  Card  is
     disregarded  and  considered  to be  NOT  RECEIVED  for  purposes  of  vote
     tabulation.  Any  Cards  that  have  been  "kicked  out"  (e.g.  mutilated,
     illegible) of the procedure are "hand verified,"  i.e.,  examined as to why
     they did not complete the system.  Any questions on those Cards are usually
     remedied individually.

11.  There are various control  procedures  used to ensure proper  tabulation of
     votes and accuracy of that  tabulation.  The most  prevalent is to sort the
     Cards as they first arrive into  categories  depending  upon their vote; an
     estimate  of how the vote is  progressing  may then be  calculated.  If the
     initial  estimates  and the actual vote do not  coincide,  then an internal
     audit of that vote should occur. This may entail a recount.

12.  The actual  tabulation of votes is done in units which is then converted to
     shares.  (It is very  important  that the Trust  receives  the  tabulations
     stated in terms of a  percentage  and the number of SHARES.) The Trust must
     review and approve tabulation format.

13.  Final tabulation in shares is verbally given by the Company to the Trust on
     the  morning of the  meeting not later than 10:00 a.m.  Eastern  time.  The
     Trust may  request an earlier  deadline  if  reasonable  and if required to
     calculate the vote in time for the meeting.

14.  A  Certification  of  Mailing  and  Authorization  to Vote  Shares  will be
     required  from the Company as well as an  original  copy of the final vote.
     The Trust will provide a standard form for each Certification.

15.  The Company will be required to box and archive the Cards received from the
     Customers.  In the  event  that  any  vote is  challenged  or if  otherwise
     necessary for legal, regulatory,  or accounting purposes, the Trust will be
     permitted reasonable access to such Cards.

16.  All  approvals  and  "signing-off'  may be done orally,  but must always be
     followed up in writing.

(212) 408-6900







                                                              April 23, 1999

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

      Re:  Post-effective Amendment No. 8 to Form N-4 filed by American Skandia
           Life Assurance Corporation, Depositor, and American Skandia Life
           Assurance Corporation Variable Account B (Class 1 Sub-Accounts),
           Registrant
           Registration No.:  33-87010
           Investment Company No.:  811-5438
           Our File No.  74877-00-101

Dear Mesdames and Messrs.:

         You have  requested  us, as general  counsel to American  Skandia  Life
Assurance Corporation ("American Skandia"),  to furnish you with this opinion in
connection with the above-referenced registration statement by American Skandia,
as Depositor, and American Skandia Life Assurance Corporation Variable Account B
(Class  1  Sub-Accounts)   ("American   Skandia   Variable  Account  B  Class  1
Sub-Accounts") as Registrant,  under the Securities Act of 1933, as amended, and
the  Investment  Company Act of 1940,  as amended,  Registration  Statement  No.
33-87010, Investment Company Act No. 811-5438, (the "Registration Statement") of
a certain  Variable  Annuity  Contract (the  "Contract")  that will be issued by
American   Skandia  through   American  Skandia  Variable  Account  B  (Class  1
Sub-Accounts).  We  understand  that the  above  registration  is a  combination
registration with  Post-effective  Amendment No. 3 on Form S-2 filed by American
Skandia Life Assurance Corporation, Registrant, Registration No.: 333-25733.

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

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

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

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


American Skandia
Life Assurance Corporation
Page 2



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

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

         We represent that the above-referenced  Post-effective Amendment to the
Registration  Statement  does not  contain  disclosures  which  would  render it
ineligible to become effective pursuant to paragraph (b) of Rule 485.

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


                                                     Very truly  yours,



                                                    /s/WERNER & KENNEDY



         G:legal/Andrea/FinalN4consentsASAP2




ASAP2





INDEPENDENT AUDITORS' CONSENT

We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report  dated  February  20,  1999  relating  to  American
Skandia Life Assurance Corporation included in the Registration  Statement (Form
N-4 No.  33-87010) and related  Prospectus,  which is part of this  Registration
Statement,  and to the use of our report  dated  February  20, 1999  relating to
American  Skandia  Life  Assurance  Corporation  Variable  Account  B -  Class 1
appearing in the Statement of Additional Information, which is also part of this
Registration Statement.

We also  consent  to  incorporation  by  reference  herein of our  report  dated
February 20, 1999 with respect to the financial  statements of American  Skandia
Life  Assurance  Corporation  for the years  ended  December  31,  1998 and 1997
included in the Annual Report (Form 10-K) for 1998 filed with the Securities and
Exchange Commission.



                                                            /s/Ernst & Young LLP

Hartford, Connecticut
April 23, 1999





ASAP II

                                                                   Exhibit 10(b)






INDEPENDENT AUDITORS' CONSENT

We consent to the use in this  Post-effective  Amendment  No. 8 to  Registration
Statement No. 33-87010 of American Skandia Life Assurance  Corporation  Variable
Account B (Class 1 Sub-Accounts) on Form N-4 of our report dated March 10, 1997,
included and  incorporated  by  reference  in the Annual  Report on Form 10-K of
American  Skandia Life  Assurance  Corporation  for the year ended  December 31,
1998, to the use of our report dated March 10, 1997 relating to American Skandia
Life Assurance  Corporation  appearing in the Prospectus,  which is part of this
Registration   Statement,   and  to  the  reference  to  us  under  the  heading
"Independent  Auditors"  appearing in the Statement of  Additional  Information,
which is also part of this Registration Statement.


/s/Deloitte & Touche LLP
New York, New York
April 23, 1999







<TABLE> <S> <C>
                  
<ARTICLE>               7       
<MULTIPLIER>            1,000
<CURRENCY>              U.S Dollars
                                                                     
<S>                                 <C>
<PERIOD-TYPE>                        12-MOS
<FISCAL-YEAR-END>                    DEC-31-1998
<PERIOD-START>                       JAN-01-1998
<PERIOD-END>                         DEC-31-1998
<EXCHANGE-RATE>                                1
<DEBT-HELD-FOR-SALE>                     141,195
<DEBT-CARRYING-VALUE>                    149,484
<DEBT-MARKET-VALUE>                      149,575
<EQUITIES>                                 8,210
<MORTGAGE>                                     0
<REAL-ESTATE>                                  0
<TOTAL-INVEST>                           158,263
<CASH>                                    77,525
<RECOVER-REINSURE>                         4,191
<DEFERRED-ACQUISITION>                   721,507
<TOTAL-ASSETS>                        18,848,273 <F1>
<POLICY-LOSSES>                           63,053
<UNEARNED-PREMIUMS>                            0
<POLICY-OTHER>                                 0
<POLICY-HOLDER-FUNDS>                          0
<NOTES-PAYABLE>                          203,000
                          0
                                    0
<COMMON>                                   2,000
<OTHER-SE>                               248,417
<TOTAL-LIABILITY-AND-EQUITY>          18,848,273 <F2>
                                   874
<INVESTMENT-INCOME>                       11,130
<INVESTMENT-GAINS>                            99
<OTHER-INCOME>                           237,437 <F3>
<BENEFITS>                                (2,175)
<UNDERWRITING-AMORTIZATION>               86,628
<UNDERWRITING-OTHER>                      81,162
<INCOME-PRETAX>                           42,921
<INCOME-TAX>                               8,154
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                              34,767
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<RESERVE-OPEN>                                 0
<PROVISION-CURRENT>                            0
<PROVISION-PRIOR>                              0
<PAYMENTS-CURRENT>                             0
<PAYMENTS-PRIOR>                               0
<RESERVE-CLOSE>                                0
<CUMULATIVE-DEFICIENCY>                        0
<FN>
<F1> Included in Total Assets are Assets Held in Separate Accounts of 
     $17,835,400.
<F2> Included in Total Liabilities and Equity are Liabilities Related to 
     Separate Accounts of $17,835,400.
<F3> Other income includes annuity charges and fees of $186,211 and fee 
     income of $50,839.
</FN>

                                                                 

</TABLE>


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