AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
497, 1996-09-10
INSURANCE CARRIERS, NEC
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                    STAGECOACH EXTRA CREDIT VARIABLE ANNUITY

This  Prospectus  describes a type of annuity (the  "Annuity")  being offered by
American Skandia Life Assurance Corporation ("we", "our" or "us"), One Corporate
Drive, Shelton, Connecticut, 06484. This flexible premium Annuity may be offered
as individual annuity contracts or as interests in a group annuity. The Table of
Contents is on Page 4. Definitions  applicable to this Prospectus are on page 6.
The  highlights  of this  offering  are  described  beginning  on  Page 8.  This
Prospectus  contains a detailed discussion of matters you should consider before
purchasing  this Annuity.  A Statement of Additional  Information has been filed
with the  Securities  and Exchange  Commission  and is available from us without
charge upon request. The contents of the Statement of Additional Information are
described on page 50. The Annuity or certain of its  investment  options may not
be  available  in all  jurisdictions.  Various  rights and  benefits  may differ
between jurisdictions to meet applicable laws and/or regulations.

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

Account Value in the variable investment options increases or decreases daily to
reflect investment  performance and the deduction of charges.  No minimum amount
is guaranteed (see "Account Value in the Sub-accounts"). The variable investment
options are Class 1 Sub-accounts of American Skandia Life Assurance  Corporation
Variable Account B ("Separate Account B")(see "Separate  Accounts" and "Separate
Account  B").  Each  Sub-account  invests  exclusively  in one  portfolio  of an
underlying  mutual fund or in an underlying  mutual fund. As of the date of this
Prospectus,  the underlying  mutual funds are Life & Annuity Trust ("LA Trust"),
American  Skandia  Trust  ("the AST  Trust") and The Alger  American  Fund.  The
portfolios  of LA Trust in  which  the  Sub-accounts  invest  are:  (a) WF Asset
Allocation, (b) WF U.S. Government Allocation, (c) WF Growth and Income, and (d)
WF Money  Market.  The  portfolios  of  American  Skandia  Trust  in  which  the
Sub-accounts  invest are:  (a) JanCap  Growth,  (b) T. Rowe Price  International
Equity, (c) Founders Capital Appreciation,  (d) INVESCO Equity Income, (e) PIMCO
Total Return Bond,  (f) PIMCO  Limited  Maturity  Bond,  and (g) Berger  Capital
Growth. The portfolio of The Alger American Fund is Growth.

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

                              (continued on Page 2)

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THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.  PLEASE
READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
                  FOR FURTHER INFORMATION CALL 1-800-680-8920.
<TABLE>
<CAPTION>
<S>                                                                         <C>              
Prospectus Dated:  May 1, 1996,                                              Statement of Additional Information Dated:  May 1, 1996
as Supplemented September 4, 1996 and September 10, 1996                    as Supplemented September 4, 1996 and September 10, 1996
WFVXTC PROS-(5/96 as Supplemented 9/96)
</TABLE>


<PAGE>



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

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

Purchase  Payments under these  Annuities are not deposits or obligations of, or
guaranteed  or  endorsed  by, any bank or bank  subsidiary  of Wells Fargo Bank,
N.A., are not federally  insured by the Federal Deposit  Insurance  Corporation,
the  Federal  Reserve  Board,  or any other  agency  and are not  insured by the
Securities  Investor  Protection  Corporation  ("SIPC")  as to the  loss  of the
principal amount invested.  Purchase  payments are subject to investment  risks,
including possible loss of principal.


<PAGE>

                   (This page has been purposely left blank.)
<PAGE>


<TABLE>
<CAPTION>
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                                                         TABLE OF CONTENTS
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<S>                                                                                                                              <C>
DEFINITIONS........................................................................................................................6
HIGHLIGHTS.........................................................................................................................8
AVAILABLE INFORMATION.............................................................................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................................................................10
CONTRACT EXPENSE SUMMARY..........................................................................................................10
EXPENSE EXAMPLES..................................................................................................................11
CONDENSED FINANCIAL INFORMATION...................................................................................................12
   Unit Prices And Numbers Of Units...............................................................................................12
   Yields On Money Market Sub-account.............................................................................................14
INVESTMENT OPTIONS................................................................................................................14
   Variable Investment Options....................................................................................................14
   Fixed Investment Options.......................................................................................................15
OPERATIONS OF THE SEPARATE ACCOUNTS...............................................................................................17
   Separate Accounts..............................................................................................................17
   Separate Account B.............................................................................................................17
   Separate Account D.............................................................................................................17
INSURANCE ASPECTS OF THE ANNUITY..................................................................................................18
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY................................................................................18
   Contingent Deferred Sales Charge...............................................................................................19
   Maintenance Fee................................................................................................................19
   Tax Charges....................................................................................................................19
   Transfer Fee...................................................................................................................19
   Allocation Of Annuity Charges..................................................................................................19
CHARGES ASSESSED AGAINST THE ASSETS...............................................................................................20
   Administration Charge..........................................................................................................20
   Mortality and Expense Risk Charges.............................................................................................20
CHARGES OF THE UNDERLYING MUTUAL FUNDS............................................................................................20
PURCHASING ANNUITIES..............................................................................................................20
   Uses Of The Annuity............................................................................................................21
   Application And Initial Payment................................................................................................21
   Periodic Purchase Payments.....................................................................................................21
   Right to Return the Annuity....................................................................................................21
   Allocation of Net Purchase Payments............................................................................................22
   Credits........................................................................................................................22
   Balanced Investment Program....................................................................................................24
   Ownership, Annuitant and Beneficiary Designations..............................................................................24
ACCOUNT VALUE AND SURRENDER VALUE.................................................................................................25
   Account Value in the Sub-accounts..............................................................................................25
   Account Value of the Fixed Allocations.........................................................................................25
   Additional Amounts in the Fixed Allocations....................................................................................26
RIGHTS, BENEFITS AND SERVICES.....................................................................................................27
   Additional Purchase Payments...................................................................................................27
   Changing Revocable Designations................................................................................................27
   Allocation Rules...............................................................................................................27
   Transfers......................................................................................................................28
     Renewals.....................................................................................................................28
     Dollar Cost Averaging........................................................................................................29
     Rebalancing..................................................................................................................29
   Distributions..................................................................................................................30
     Surrender....................................................................................................................30
     Medically-Related Surrender..................................................................................................30
     Free Withdrawals.............................................................................................................30
     Partial Withdrawals..........................................................................................................31
     Systematic Withdrawals.......................................................................................................31
     Minimum Distributions........................................................................................................32
     Death Benefit................................................................................................................32
     Annuity Payments.............................................................................................................33
     Qualified Plan Withdrawal Limitations........................................................................................34
   Pricing of Transfers and Distributions.........................................................................................35
   Voting Rights..................................................................................................................35
   Transfers, Assignments or Pledges..............................................................................................36
   Reports to You.................................................................................................................36
SALE OF THE ANNUITIES.............................................................................................................36
   Distribution...................................................................................................................36
   Advertising....................................................................................................................37
CERTAIN TAX CONSIDERATIONS........................................................................................................37
   Our Tax Considerations.........................................................................................................38
   Tax Considerations Relating to Your Annuity....................................................................................38
     Non-natural Persons..........................................................................................................38
     Natural Persons..............................................................................................................38
     Distributions................................................................................................................38
     Assignments and Pledges......................................................................................................38
     Penalty on Distributions.....................................................................................................38
     Annuity Payments.............................................................................................................39
     Gifts........................................................................................................................39
     Tax Free Exchanges...........................................................................................................39
     Transfers Between Investment Options.........................................................................................39
     Generation-Skipping Transfers................................................................................................39
     Diversification..............................................................................................................40
     Federal Income Tax Withholding...............................................................................................40
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans....................................................40
     Individual Retirement Programs...............................................................................................40
     Tax Sheltered Annuities......................................................................................................40
     Corporate Pension and Profit-sharing Plans...................................................................................40
     H.R. 10 Plans................................................................................................................40
     Tax Treatment of Distributions from Qualified Annuities......................................................................41
     Section 457 Plans............................................................................................................41
OTHER MATTERS.....................................................................................................................41
   Deferral of Transactions.......................................................................................................41
   Resolving Material Conflicts...................................................................................................41
   Modification...................................................................................................................41
   Misstatement of Age or Sex.....................................................................................................42
   Ending the Offer...............................................................................................................42
   Indemnification................................................................................................................42
   Legal Proceedings..............................................................................................................42
THE COMPANY.......................................................................................................................42
   Lines of Business..............................................................................................................42
   Selected Financial Data........................................................................................................43
   Management's Discussion and Analysis of Financial Condition and Results of Operations..........................................43
   Results of Operation...........................................................................................................43
   Liquidity and Capital Resources................................................................................................44
     Segment Information..........................................................................................................45
   Reinsurance....................................................................................................................45
   Surplus Notes..................................................................................................................45
   Reserves.......................................................................................................................45
   Competition....................................................................................................................46
   Employees......................................................................................................................46
   Regulation.....................................................................................................................46
   Executive Officers and Directors...............................................................................................46
   Executive Compensation.........................................................................................................49
     Summary Compensation Table...................................................................................................49
     Long-Term Incentive Plans - Awards in the Last Fiscal Year...................................................................49
     Compensation of Directors....................................................................................................50
     Compensation Committee Interlocks and Insider Participation..................................................................50
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...............................................................................50
FINANCIAL STATEMENTS..............................................................................................................50
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION..................................................51
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES.......................51
</TABLE>


<PAGE>


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<PAGE>



     
- --------------------------------------------------------------------------------
DEFINITIONS:  The following are key terms used in this  Prospectus.  Other terms
are defined in this Prospectus as they appear.

ACCOUNT  VALUE  is the  value of each  allocation  to a  Sub-account  or a Fixed
Allocation prior to the Annuity Date, plus any earnings, and/or less any losses,
distributions   and  charges  thereon,   before  assessment  of  any  applicable
contingent deferred sales charge and/or any applicable  maintenance fee. Account
Value  is  determined  separately  for  each  Sub-account  and  for  each  Fixed
Allocation, and then totaled to determine Account Value for your entire Annuity.
Account  Value of each Fixed  Allocation  on other than such Fixed  Allocation's
Maturity Date may be calculated using a market value adjustment.

ANNUITANT is the person upon whose life your Annuity is written.

ANNUITY is the type of annuity being offered pursuant to this Prospectus.  It is
also, if issued,  your individual  Annuity,  or with respect to a group Annuity,
the  certificate  evidencing  your  participation  in a group  Annuity.  It also
represents an account we set up and maintain to track our obligations to you.

ANNUITY DATE is the date annuity payments are to commence.

ANNUITY YEARS are continuous  12-month periods  commencing on the Issue Date and
each anniversary of the Issue Date.

APPLICATION  is the enrollment  form or  application  form we may require you to
submit for an Annuity.

BENEFICIARY is a person designated as the recipient of the death benefit.

CODE is the Internal Revenue Code of 1986, as amended from time to time.

CONTINGENT  ANNUITANT  is the  person  named  to  become  the  Annuitant  on the
Annuitant's death prior to the Annuity Date.

CREDIT  is an  amount we add to your  Account  Value at the time a Net  Purchase
Payment is allocated to Account Value.

CURRENT RATES are the interest rates we offer to credit to Fixed Allocations for
the duration of newly beginning  Guarantee  Periods under this Annuity.  Current
Rates are contained in a schedule of rates  established  by us from time to time
for the  Guarantee  Periods  then  being  offered.  We may  establish  different
schedules for different classes and for different annuities.

FIXED  ALLOCATION  is an  allocation  of Account  Value that is to be credited a
fixed rate of interest for a specified  Guarantee Period during the accumulation
phase and is to be supported by assets in Separate Account D.

GUARANTEE PERIOD is a period of time during the accumulation  phase during which
we credit a fixed rate of interest on a Fixed Allocation.

IN WRITING is in a written form satisfactory to us and filed at the Office.

INTERIM  VALUE is,  as of any  particular  date,  the  initial  value of a Fixed
Allocation  plus all  interest  credited  thereon,  less the sum of all previous
transfers and withdrawals of any type from such Fixed Allocation of such Interim
Value and interest thereon from the date of each withdrawal or transfer.

ISSUE DATE is the effective date of your Annuity.

MVA is a market value  adjustment used in the  determination of Account Value of
each Fixed Allocation as of a date other than such Fixed  Allocation's  Maturity
Date, and, where required by law, the 30 days prior to the Maturity Date.

MATURITY DATE is the last day in a Guarantee Period.

MINIMUM  DISTRIBUTIONS  are minimum  amounts that must be distributed  each year
from an Annuity if used in relation to certain qualified plans under the Code.

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

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

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

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

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

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

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

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

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

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

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

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

"You" or "your" means the Owner.



<PAGE>


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

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

     During the  accumulation  phase,  we  currently  offer a number of variable
investment options. Each of these investment options is a Class 1 Sub-account of
Separate  Account B. Each  Sub-account  invests  exclusively  in one  underlying
mutual fund, or a portfolio of an underlying mutual fund. As of the date of this
Prospectus,  we offer thirteen Sub-accounts.  Four of the underlying mutual fund
portfolios are managed by Wells Fargo Bank, N.A. The available portfolios of the
LA  Trust  in  which  the  Sub-accounts  invest  are as  follows:  (a) WF  Asset
Allocation  Fund;  (b) WF U.S.  Government  Allocation  Fund;  (c) WF Growth and
Income  Fund;  (d) WF Money  Market  Fund.  BZW  Barclays  Global Fund  Advisors
("BGFA")  serves  as  Sub-advisor  for the  Asset  Allocation  Fund and the U.S.
Government  Allocation Fund. American Skandia Investment Services,  Incorporated
("ASISI"),  formerly American Skandia Life Investment  Management,  Inc., is the
investment  manager for the AST Trust.  Currently,  ASISI  engages a sub-advisor
("Sub-advisor")  for each  portfolio.  The  Sub-advisor for each portfolio is as
follows:  (a) JanCap Growth Portfolio:  Janus Capital  Corporation;  (b) T. Rowe
Price  International  Equity  Portfolio:  T. Rowe Price  Associates,  Inc.;  (c)
Founders Capital Appreciation  Portfolio:  Founders Asset Management,  Inc.; (d)
INVESCO  Equity Income  Portfolio:  INVESCO Funds Group,  Inc.;  (e) PIMCO Total
Return Bond: Pacific Investment  Management Company;  (f) PIMCO Limited Maturity
Bond:  Pacific  Investment  Management  Company;  and (g) Berger  Capital Growth
Portfolio:  Berger  Associates,  Inc. The Growth Portfolio of The Alger American
Fund is managed  by Fred  Alger  Management,  Inc.  A short  description  of the
investment  objectives  and  policies is found in Appendix B.  Certain  variable
investment options may not be available in all  jurisdictions.  Please note that
not  all of the  Underlying  Mutual  Fund  Portfolios  and  their  corresponding
Sub-accounts may be available as investment options for your Annuity.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AVAILABLE INFORMATION: A Statement of Additional Information is available
from us without  charge upon request by filling in the coupon at the end of this
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance  Corporation,  Stagecoach Annuity, P.O. Box 883, Shelton, CT 06484. It
includes  further  information,  as described in the section of this  Prospectus
entitled "Contents of the Statement of Additional Information".  This Prospectus
is part of the registration statements we filed with the Securities and Exchange
Commission  ("SEC")  regarding this offering.  Additional  information on us and
this  offering is available in those  registration  statements  and the exhibits
thereto.  You may obtain copies of these materials at the prescribed  rates from
the SEC's Public Reference  Section,  450 Fifth Street N.W.,  Washington,  D.C.,
20549. You may inspect and copy those  registration  statements and the exhibits
thereto at the SEC's public reference facilities at the above address, Rm. 1024,
and at the SEC's Regional Offices,  7 World Trade Center,  New York, NY, and the
Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago, IL.

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.

We furnish you without charge a copy of any or all of the documents incorporated
by reference in this Prospectus,  including any exhibits to such documents which
have been specifically  incorporated by reference. We do so upon receipt of your
written or oral request.  Please  address your request to American  Skandia Life
Assurance  Corporation,  Attention:  Stagecoach Annuity,  P.O. Box 883, Shelton,
Connecticut, 06484. Our phone number is 1-800-680-8920.

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

<TABLE>
<CAPTION>
                            Your Transaction Expenses

<S>                                                     <C>           <C>                    <C> 
Contingent  Deferred Sales Charge,  as a                             Year 1 - 8.5%;  year 2 - 8.5%; year 3 -  8.5%; year 4 - 8.5% ;
percentage of Purchase Payments liquidated                              year 5 -7.5%;  year 6 - 5.5%; year 7 - 3.5%; year 8 - 1.5%;
                                                                                                  year 9 and thereafter - 0% of each
                                                        Purchase Payment as measured from the date it was allocated to Account Value

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

Tax Charges                                                             Dependent on the requirements of the applicable jurisdiction

Transfer Fee                                                             $10 for each transfer after the twelfth in any Annuity Year

</TABLE>


<PAGE>


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

Mortality and Expense Risk Charges                                         1.25%
Administration Charge                                                      0.15%
                                                                           -----
Total Annual Expenses of the Sub-accounts                                  1.40%

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

Unless  otherwise  shown,  the  expenses  shown  below  are for the year  ending
December  31,  1995.  "N/A" shown below  indicates  that no entity has agreed to
reimburse the particular expense indicated.  "+" indicates that no reimbursement
was provided in 1995,  but that the  underlying  mutual fund has indicated to us
that current arrangements (which may change) provide for reimbursement.

<TABLE>
<CAPTION>
                                 Management       Management           Other            Other         Total Annual      Total Annual
                                  Fee After       Fee Without        Expenses         Expenses          Expenses          Expenses
                                    Any               Any            After Any       Without Any        After Any        Without Any
                                 Applicable       Applicable        Applicable       Applicable        Applicable        Applicable
                                Reimbursement    Reimbursement     Reimbursement    Reimbursement     Reimbursement    Reimbursement
                                and/or Waiver    and/or Waiver     and/or Waiver    and/or Waiver     and/or Waiver    and/or Waiver

<S>                                 <C>              <C>               <C>              <C>               <C>               <C>
Life & Annuity Trust(1)
  WF Asset Allocation               0.40%            0.60%             0.60%            0.62%             1.00%             1.22%
  WF U. S. Government Allocation    0.20%            0.60%             0.80%            1.86%             1.00%             2.46%
  WF Growth & Income                0.20%            0.60%             0.80%            1.42%             1.00%             2.02%
  WF Money Market                   0.00%            0.45%             0.55%            3.38%             0.55%             3.83%

American Skandia Trust
  JanCap Growth                      N/A             0.90%               +              0.22%               +               1.12%
  T. Rowe Price
    International Equity             N/A             1.00%               +              0.33%               +               1.33%
  Founders Capital Appreciation      N/A             0.90%               +              0.32%               +               1.22%
  INVESCO Equity Income              N/A             0.75%               +              0.23%               +               0.98%
  PIMCO Total Return Bond            N/A             0.65%               +              0.24%               +               0.89%
  PIMCO Limited Maturity Bond(2)     N/A             0.65%               +              0.24%               +               0.89%
  Berger Capital Growth              N/A             0.75%               +              0.42%               +               1.17%

The Alger American Fund
  Growth                             N/A             0.75%               +              0.10%               +               0.85%
</TABLE>

(1) The "Management Fee after any applicable waiver and/or  reimbursement",  the
"Other  Expenses after any applicable  waiver and/or  reimbursement"  and "Total
Annual  Expenses after any  applicable  waiver and/or  reimbursement"  have been
restated to reflect the current waiver and/or reimbursement arrangements.

(2) This portfolio commenced operation on May 1, 1995,  therefore expenses shown
are annualized and should not be considered  representative  of future expenses;
actual expenses may be greater than shown.

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

The expenses of the underlying mutual fund portfolios either are currently being
partially  reimbursed or may be partially  reimbursed in the future.  Management
Fees,  Other  Expenses  and Total Annual  Expenses are provided  above on both a
reimbursed and not reimbursed  basis,  if applicable.  See the  prospectuses  or
statements of additional information of the underlying mutual funds for details.

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

The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts;   (b)  fees  and  expenses  remain  constant;  (c)  there  are  no
withdrawals of Account Value during the period shown; (d) there are no transfers
or other  transactions  subject to a fee during  the  period  shown;  (e) no tax
charge applies; (f) the expenses throughout the period for the underlying mutual
fund  portfolios  will be the  lower  of the  expenses  without  any  applicable
reimbursement or expenses after any applicable reimbursement,  as shown above in
the section entitled  "Contract Expense Summary";  and (g) the Credit applicable
to your  Annuity is 3% of Purchase  Payments.  The Credit may be less when total
Purchase  Payments  are less than  $10,000  and may be more when total  Purchase
Payments are at least $1,000,000.00 (see "Credits").

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

Examples (amounts shown are rounded to the nearest dollar)

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

<TABLE>
<CAPTION>
Sub-accounts                                                                               After:
                                                                  1 yr.           3 yrs.            5 yrs.          10 yrs.

<S>                                                                <C>              <C>               <C>             <C>
WF Asset Allocation                                                111              165               212             290
WF U.S. Government Allocation                                      111              165               212             290
WF Growth and Income                                               111              165               212             290
WF Money Market                                                    106              150               187             241
JanCap Growth                                                      112              169               218             302
T. Rowe Price International Equity                                 115              176               229             324
Founders Capital Appreciation                                      113              172               223             312
INVESCO Equity Income                                              111              164               210             287
PIMCO Total Return Bond                                            110              161               205             277
PIMCO Limited Maturity Bond                                        110              161               205             277
Berger Capital Growth                                              113              170               220             307
AA Growth                                                          109              160               203             274
</TABLE>

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

<TABLE>
<CAPTION>
Sub-accounts                                                                               After:
                                                                  1 yr.           3 yrs.            5 yrs.          10 yrs.

<S>                                                                 <C>              <C>              <C>             <C>
WF Asset Allocation                                                 26               80               137             290
WF U.S. Government Allocation                                       26               80               137             290
WF Growth and Income                                                26               80               137             290
WF Money Market                                                     21               65               112             241
JanCap Growth                                                       27               84               143             302
T. Rowe Price International Equity                                  30               91               154             324
Founders Capital Appreciation                                       28               87               148             312
INVESCO Equity Income                                               26               79               135             287
PIMCO Total Return Bond                                             25               76               130             277
PIMCO Limited Maturity Bond                                         25               76               130             277
Berger Capital Growth                                               28               85               145             307
AA Growth                                                           24               75               128             274
</TABLE>


CONDENSED FINANCIAL INFORMATION: The Unit Prices and number of Units in the
Sub-accounts  are shown below for all  Sub-accounts  that  commenced  operations
prior to the date of this  Prospectus,  as is yield  information on the WF Money
Market Sub-account.  All of these Sub-accounts were available during the periods
shown as investment  options for other  variable  annuities we offer pursuant to
different prospectuses.  The charges assessed against the Sub-accounts under the
terms of those other  variable  annuities  are the same as the charges  assessed
against such Sub-accounts under the Annuity offered pursuant to this Prospectus.

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

            Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                                                           WF                    WF
                                    WF                    U.S.                 Growth                    WF
                                   Asset               Government                and                   Money
                                Allocation             Allocation              Income                  Market
                                  (1994)                 (1994)                (1994)                  (1994)
                                   ----                  ------                ------                  ------

No. of Units
<S>                            <C>                      <C>                   <C>                     <C>    
  as of 12/31/95               1,991,150                428,889               823,247                 521,291
  as of 12/31/94                 743,176                 84,609               204,067                 144,050
  as of 12/31/93                       0                      0                     0                       0
  as of 12/31/92                       0                      0                     0                       0
  as of 12/31/91                       0                      0                     0                       0
  as of 12/31/90                       0                      0                     0                       0
  as of 12/31/89                       0                      0                     0                       0
  as of 12/31/88                       0                      0                     0                       0

Unit Price
  as of 12/31/95                  $12.73                 $11.21                $13.18                  $10.58
  as of 12/31/94                   10.01                   9.94                 10.34                   10.18
  as of 12/31/93                       0                      0                     0                       0
  as of 12/31/92                       0                      0                     0                       0
  as of 12/31/91                       0                      0                     0                       0
  as of 12/31/90                       0                      0                     0                       0
  as of 12/31/89                       0                      0                     0                       0
  as of 12/31/88                       0                      0                     0                       0
</TABLE>

            Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                                                         T. Rowe
                                                          Price               Founders                 INVESCO
                                  JanCap              International            Capital                 Equity
                                  Growth                 Equity             Appreciation               Income
                                  (1992)                 (1994)                (1994)                  (1994)
No. of Units
<S>                           <C>                    <C>                    <C>                    <C>       
  as of 12/31/95              28,662,737             17,935,251             6,076,373              13,883,712
  as of 12/31/94              22,354,170             11,166,758             2,575,105               6,633,333
  as of 12/31/93              13,603,637                      0                     0                       0
  as of 12/31/92               1,476,139                      0                     0                       0
  as of 12/31/91                       0                      0                     0                       0
  as of 12/31/90                       0                      0                     0                       0
  as of 12/31/89                       0                      0                     0                       0
  as of 12/31/88                       0                      0                     0                       0

Unit Price
  as of 12/31/95                  $14.85                 $10.39                $13.97                  $12.33
  as of 12/31/94                   10.91                   9.49                 10.69                    9.61
  as of 12/31/93                   11.59                      0                     0                       0
  as of 12/31/92                   10.51                      0                     0                       0
  as of 12/31/91                       0                      0                     0                       0
  as of 12/31/90                       0                      0                     0                       0
  as of 12/31/89                       0                      0                     0                       0
  as of 12/31/88                       0                      0                     0                       0
</TABLE>



<PAGE>


            Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                                   PIMCO                    PIMCO
                                   Total                   Limited             Berger
                                  Return                  Maturity             Capital                   AA
                                   Bond                     Bond               Growth                  Growth
                                  (1994)                   (1995)              (1994)                  (1988)
                                  ------                    ----               ------                  ------

No. of Units
<S>                           <C>                    <C>                    <C>                    <C>       
  as of 12/31/95              19,061,840             15,058,644             3,658,836              12,092,291
  as of 12/31/94               4,577,708                      0               301,267               5,614,760
  as of 12/31/93                       0                      0                     0               2,997,458
  as of 12/31/92                       0                      0                     0               1,482,037
  as of 12/31/91                       0                      0                     0                 559,779
  as of 12/31/90                       0                      0                     0                  82,302
  as of 12/31/89                       0                      0                     0                   6,900
  as of 12/31/88                       0                      0                     0                       0

Unit Price
  as of 12/31/95                  $11.26                 $10.37                $12.20                  $31.18
  as of 12/31/94                    9.61                      0                  9.94                   23.18
  as of 12/31/93                       0                      0                     0                   23.18
  as of 12/31/92                       0                      0                     0                   19.19
  as of 12/31/91                       0                      0                     0                   17.32
  as of 12/31/90                       0                      0                     0                   12.51
  as of 12/31/89                       0                      0                     0                   12.19
  as of 12/31/88                       0                      0                     0                       0
</TABLE>

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

Yields On Money Market Sub-account: Shown below are the current and
effective  yields for a  hypothetical  contract,  not including any Credit.  The
yield is calculated based on the performance of the WF Money Market  Sub-account
during the last seven days of the calendar year ending prior to the date of this
Prospectus.  At the beginning of the seven day period, the hypothetical contract
had a balance  of one  Unit.  The  current  and  effective  yields  reflect  the
recurring  charges  against  the  Sub-account.  Please  note  that  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
WF Money Market                     4.81%                              4.93%

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

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

<TABLE>
<CAPTION>
                  Underlying Mutual Fund: Life & Annuity Trust

                  Sub-account                                                              Underlying Mutual Fund Portfolio

<S>                                                                                         <C>      <C>
WF Asset Allocation                                                                                   Asset Allocation Fund
WF U.S. Government Allocation                                                               U.S. Government Allocation Fund
WF Growth and Income                                                                                 Growth and Income Fund
WF Money Market                                                                                           Money Market Fund
</TABLE>



<PAGE>


                 Underlying Mutual Fund: American Skandia Trust

<TABLE>
<CAPTION>
                  Sub-account                                                              Underlying Mutual Fund Portfolio

<S>                                                                                      <C>    <C>    <C>   
JanCap Growth                                                                                                 JanCap Growth
T. Rowe Price International Equity                                                       T. Rowe Price International Equity
Founders Capital Appreciation                                                                 Founders Capital Appreciation
INVESCO Equity Income                                                                                 INVESCO Equity Income
PIMCO Total Return Bond                                                                             PIMCO Total Return Bond
PIMCO Limited Maturity Bond                                                                     PIMCO Limited Maturity Bond
Berger Capital Growth Berger Capital Growth
</TABLE>

                 Underlying Mutual Fund: The Alger American Fund

<TABLE>
<CAPTION>
                  Sub-account                                                              Underlying Mutual Fund Portfolio
<S>                                                                                                   <C>  
AA Growth                                                                                             Alger American Growth
</TABLE>

Please  note that not all of the  Underlying  Mutual Fund  Portfolios  and their
corresponding  Sub-accounts  may be  available  as  investment  options for your
Annuity.

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

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

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

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

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

The prospectus for any underlying  mutual fund or funds being  considered by you
should  be read in  conjunction  herewith.  A copy  of  each  prospectus  may be
obtained  without charge from us by calling  1-800-680-8920  or writing to us at
P.O. Box 883, Attention:
Stagecoach Annuity, Shelton, Connecticut, 06484-0883.

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

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

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

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

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

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

To the extent  permitted  by law,  we reserve the right,  from time to time,  to
increase  interest rates offered to the class of Owners who,  during the term of
such offering, 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 "Dollar Cost Averaging") or the balanced
investment program (see "Balanced Investment Program"). We may do so at our sole
discretion.

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

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

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

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

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

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

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

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

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

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

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

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

The only  Sub-accounts  available for allocation of your Account Value are those
offered pursuant to this Prospectus.  Persons  interested in our other annuities
may be offered the same or different  Sub-accounts of Separate  Account B or any
of our other separate  accounts.  Such sub-accounts may invest in some or all of
the same underlying  mutual funds or portfolios of such underlying  mutual funds
as the Sub-accounts offered pursuant to this Prospectus.  As of the date of this
Prospectus,  the Annuities  offered  pursuant to this  Prospectus  and annuities
offered pursuant to a number of other prospectuses  maintained assets in Class 1
Sub-accounts.  We may offer additional annuities that maintain assets in Class 1
Sub-accounts.  In  addition,  some of the  Class 1  Sub-accounts  may  invest in
underlying   mutual  funds  or  underlying   mutual  fund  portfolios  in  which
Sub-accounts in other classes of Separate Account B invest. Please note that not
all of the underlying  mutual funds or their portfolios and their  corresponding
Sub-accounts may be available for allocation of your Account Value.

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

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

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

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

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

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

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

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

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

                  (a) Investments  may include cash;  debt securities  issued by
the United States Government or its agencies and instrumentalities; money market
instruments;  short,  intermediate and long-term corporate obligations;  private
placements; asset-backed obligations; and municipal bonds.

                  (b) At the time of purchase,  fixed income  securities will be
in one of the top four generic lettered rating classifications as established by
a  nationally  recognized  statistical  rating  organization  ("NRSRO")  such as
Standard & Poor's or Moody's Investor Services, Inc.

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

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

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

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

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

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

Contingent Deferred Sales Charge: Although we incur sales expenses in
connection  with  the  sale of  contracts  (for  example,  preparation  of sales
literature,  expenses  of selling  and  distributing  the  contracts,  including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be  assessed.  We assess a  contingent  deferred  sales  charge  against the
portion of any  withdrawal or surrender  that is deemed to be a  liquidation  of
your Purchase  Payments paid within the preceding  eight years.  The  contingent
deferred sales charge applies to each Purchase Payment that is liquidated. It is
a  decreasing   percentage  of  the  portion  of  the  Purchase  Payments  being
liquidated.  The charge  decreases as the Purchase  Payment ages. The aging of a
Purchase  Payment is measured from the date it is applied to your Account Value.
The charge is: year 1 -8.5%; year 2 - 8.5%; year 3 - 8.5%; year 4 - 8.5%; year 5
- - 7.5%; year 6 - 5.5%; year 7 - 3.5%; year 8 - 1.5%; year 9 and thereafter - 0%.

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

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

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

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

Expenses  incurred  in  connection  with the sale of  Annuities  may  exceed the
charges made for such  purpose.  We expect that the  contingent  deferred  sales
charge will not be sufficient to cover the sales expenses. We expect to meet any
deficiency  from any profit we may make on Annuities and from our surplus.  This
may include proceeds from, among others,  the mortality and expense risk charges
assessed against the Sub-accounts.

Maintenance Fee: A maintenance fee equaling the smaller of $30 or 2% of
your then current  Account  Value is deductible  from the Account  Values in the
Sub-accounts  annually  and upon  surrender.  The fee is limited to the  Account
Values in the  Sub-accounts as of the Valuation  Period such fee is due. Certain
representations  regarding the maintenance fee are found in the section entitled
Administration Charge.

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

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

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

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

Administration Charge: We assess each Class 1 Sub-account, on a daily
basis,  an  administration  charge.  The charge is 0.15% per year of the average
daily total value of such Sub-account.

We assess the  administration  charge and the maintenance fee,  described in the
subsection entitled  Maintenance Fee, at amounts we believe necessary to recover
the actual costs of maintaining and  administering  the Account Values allocated
to the Class 1 Sub-accounts  and Separate Account B itself.  The  administration
charge and maintenance fee can be increased only for Annuities issued subsequent
to the effective date of any such change.

A  relationship   does  not  necessarily   exist  between  the  portion  of  the
administration  charge and the  maintenance  fee  attributable  to a  particular
Annuity and the expenses  attributable to that Annuity.  However, we believe the
total  administration  charges made against the Class 1 Sub-accounts will not be
greater than the total  anticipated  costs.  We allocate costs pro-rata  between
classes in Separate  Account B in proportion  to the assets in various  classes.
Types of  expenses  which  might be incurred  include,  but are not  necessarily
limited to, the expenses  of:  developing  and  maintaining  a computer  support
system for  administering  the Account Values in the  Sub-accounts  and Separate
Account  B  itself,   preparing  and  delivering   confirmations  and  quarterly
statements,  processing transfer,  withdrawal and surrender requests, responding
to Owner  inquiries,  reconciling and depositing cash receipts,  calculating and
monitoring  daily values of each  Sub-account,  reporting for the  Sub-accounts,
including quarterly,  semi-annual and annual reports, and mailing and tabulation
of shareholder proxy solicitations.

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

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

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

With respect to the mortality risk charge, we assume the risk that the mortality
experience under the Annuities may be less favorable than our assumptions.  This
could  arise for a number of  reasons,  such as when  persons  upon whose  lives
annuity  payments  are  based  live  longer  than we  anticipated,  or when  the
Sub-accounts  decline in value resulting in losses in paying death benefits.  If
our mortality  assumptions prove to be inadequate,  we will absorb any resulting
loss.  Conversely,   if  the  actual  experience  is  more  favorable  than  our
assumptions,  then we will benefit  from the gain.  We also assume the risk that
the administration charge may be insufficient to cover our actual administration
costs. If we realize a profit from the mortality and expense risk charges,  such
profit may be used to recover sales expenses incurred which may not be recovered
by the contingent deferred sales charge.

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

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

Uses Of The Annuity: The Annuity may be issued in connection with or
purchased as a funding vehicle for certain retirement plans designed to meet the
requirements of various sections of the Code. These include, but are not limited
to: (a) Sections 401  (corporate,  association,  or  self-employed  individuals'
retirement  plans);  (b) Section 403(b)  (tax-sheltered  annuities  available to
employees  of certain  qualifying  employers);  and (c) Section 408  (individual
retirement  accounts and individual  retirement  annuities - "IRAs";  Simplified
Employee Pensions).

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

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

No Owner, if the Owner is a person, or Annuitant, if the Owner is an entity, may
be older than age 80 as of the Issue Date.

The  minimum  initial  Purchase  Payment we accept is  $1,000.00  unless you are
participating  in a program of periodic  Purchase  Payments  that we accept (see
"Periodic  Purchase  Payments").  The minimum initial Purchase Payment allowable
under  such a  program  is lower if the  total  Purchase  Payments  in the first
Annuity Year are scheduled to equal at least $1,000.00.  We may require that the
initial Purchase Payment be a check or a wire transfer. Our Office must give you
prior  approval  before we accept a Purchase  Payment  that would  result in the
Account Value of all annuities  you maintain with us exceeding  $500,000.00.  We
confirm each Purchase Payment in writing.  Multiple annuities  purchased from us
within the same  calendar year may be treated for tax purposes as if they were a
single annuity (see "Certain Tax Considerations").

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

Periodic Purchase Payments: We may, from time-to-time, offer opportunities
to make Purchase  Payments  automatically  on a periodic  basis,  subject to our
rules. These  opportunities may include,  but are not limited to, certain salary
reduction  programs agreed to by an employer or automatic  periodic transfers to
us from a bank account ("bank drafting").  As of the date of this Prospectus, we
only agree to accept  Purchase  Payments on such a basis if: (a) we receive your
request  In  Writing  for a salary  reduction  program  and we  agree to  accept
Purchase  Payments  on this  basis;  (b) the  allocations  are only to  variable
investment  options  or  the  frequency  and  number  of  allocations  to  fixed
investment options is limited in accordance with our rules; and (c) the total of
Purchase  Payments in the first  Annuity Year is scheduled to equal at least our
then  current  minimum  requirements.  We may also  require an initial  Purchase
Payment to be submitted by check or wire before agreeing to such a program.  Our
minimum  requirements  may  differ  based on the usage of the  Annuity,  such as
whether it is being used in conjunction with certain  retirement  plans.  Such a
program ends automatically at the point we no longer accept additional  Purchase
Payments (see "Additional Purchase Payments").

Right to Return the Annuity: You have the right to return the Annuity
within a period known as a "free-look" period. Depending on the applicable legal
and  regulatory  requirements,  this  period may be within ten days of  receipt,
twenty-one  days of  receipt  or longer.  To  exercise  your right to return the
Annuity during the "free-look"  period, you must return the Annuity.  The amount
to be refunded is the then current  Account  Value,  less the value (at the time
credited)  of  Credits,  plus any tax  charge  deducted.  This is the  "standard
refund". If necessary to meet Federal requirements for IRAs or certain state law
requirements,  we return the greater of the  "standard  refund" or the  Purchase
Payments  received  less  any  withdrawals  (see  "Allocation  of  Net  Purchase
Payments"). We tell you how we determine the amount payable under any such right
at the time we issue  your  Annuity.  Upon the  termination  of the  "free-look"
period, if you surrender your Annuity,  you may be assessed certain charges (see
"Charges Assessed or Assessable Against the Annuity").

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

Your  initial  Purchase  Payment,  as well as other  Purchase  Payments  will be
allocated in accordance with the then current  requirements of any  rebalancing,
asset  allocation  or market timing  program  which you have  authorized or have
authorized an  independent  third party to use in  connection  with your Annuity
(see "Allocation Rules").

Credits: We add a Credit to your Annuity with each Purchase Payment
received.  This  Credit is  funded  from our  general  account.  Each  Credit is
allocated to Account Value when the  applicable  Purchase  Payment is applied to
your Account Value.  Credits are applied  pro-rata to the investment  options in
the same ratio as the applicable  Purchase  Payment.  The amount  available as a
death benefit or as a medically-related  surrender is reduced by Credits applied
in the prior 12 months (see "Death Benefit" and "Medically-Related  Surrender").
The amount  returned if you exercise your right to return the Annuity during the
free-look  period is reduced by any  Credits  applied  (see "Right to Return the
Annuity").

         The Credit depends on the cumulative amount of Purchase  Payments.  The
Credits, as a percentage of Purchase Payments, are set out below .

  Cumulative Purchase Payments                                          Credit

  Less than $10,000.00                                                  1.5%

  More than $9,999.99 but less than $1,000,000.00                       3.0%

  More than $999,999.99 but less than $5,000,000.00                     4.0%

  More than $4,999,999.99                                               5.0%

Credits are payable only as a percentage of each specific Purchase Payment.  The
following are two examples of how this works:

         Example A: Assume  $750,000.00  in  Purchase  Payments  was  previously
submitted for your Annuity.  Subsequently,  you submit an additional $500,000.00
Purchase Payment.  Credits would be as follows, unless: (a) we received a letter
of intent or other evidence  satisfactory  to us that the  applicable  amount of
additional  Purchase Payments would be received by us; and (b) such evidence was
received at our Office prior to or with the initial Purchase Payment:

     (1)  Credits  of  $22,500  (3% of  $750,000.00)  would  have been  added in
connection with the first $750,000.00.

     (2) A Credit  of  $20,000  (4% of  $500,000.00)  would  be  added  when the
$500,000.00 additional Purchase Payment is allocated.

         Example  B:  Assume  $8,000.00  in  Purchase  Payments  was  previously
submitted for your Annuity.  Subsequently,  you submit an additional  $10,000.00
Purchase Payment.  Credits would be as follows, unless: (a) we received evidence
satisfactory to us that the applicable  amount of additional  Purchase  Payments
would be received by us; and (b) such  evidence was received at our Office prior
to or with the initial Purchase Payment:

     (1)  Credits  of  $120.00  (1.5% of  $8,000.00)  would  have been  added in
connection with the first $8,000.00.

     (2) A  Credit  of  $300.00  (3% of  $10,000.00)  would  be  added  when the
$10,000.00 additional Purchase Payment is allocated.

We are willing to determine the amount of the Credits  assuming a pair or series
of  Purchase  Payments  will  exceed one of the  breakpoints  noted above if you
provide us In Writing, prior to the Issue Date, evidence satisfactory to us that
you will submit  additional  Purchase  Payments  within a 13 month  period.  Our
requirements  as to such  evidence  may differ  depending  on  various  factors,
including,  but not limited to, the size of the  expected  amount of  cumulative
Purchase  Payments and the usage of the Annuity.  We require an initial Purchase
Payment  of at least  $500,000.00  before  we agree to such a  program  if it is
designed  to  provide a total of at least  $1,000,000.00  of  Purchase  Payments
within a 13 month  period.  We require an initial  Purchase  Payment of at least
$2,500,000.00  before we agree to such a program if it is  designed to provide a
total of at least $5,000,000.00 within a 13 month period.

We retain the right to recover an amount  from your  Annuity if such  additional
Purchase  Payments are not  received.  The amount we may recover is the value of
the  "excess"  Credits  (the  Credits in excess of what would have been  payable
without  the  letter of intent or  similar  satisfactory  evidence  of  expected
additional Purchase Payments) at the time added. Amounts recovered will be taken
pro-rata  from  the  investment  options  based  on the  Account  Values  in the
investment options as of the date of the recovery. If the amount of the recovery
exceeds your then current Surrender Value, we will recover all remaining Account
Value and terminate your Annuity.

Failure  to  inform us that you  intend  to submit a pair or series of  Purchase
Payments  within a 13 month  period may result in your Annuity  receiving  fewer
Credits than would otherwise be added to your Annuity.

         We do not  consider  Credits to be  "investment  in the  contract"  for
income tax purposes (see "Certain Tax Considerations").

         Credits  are not  included  in any  amounts  you may  withdraw  without
assessment  of the  contingent  deferred  sales  charge  pursuant  to  the  Free
Withdrawal provision (see "Free Withdrawals").

         Credits  are not  available  if you  exercise  your right to return the
Annuity during the "free-look" period (see "Right to Return the Annuity").

As noted above, there are circumstances  where the amount of a distribution from
your Annuity could be reduced by an amount equal to certain  previously  applied
Credits.  The following are hypothetical  examples of how the amounts payable to
you could be affected  by such a  reduction.  These  examples do not cover every
potential  situation.  The  examples  are  provided to help you  understand  the
potential impact of these provisions.

The first two  examples  show the  impact on a death  benefit  if a death  which
triggers  payment of the death benefit occurs within 12 months of the allocation
of a Purchase Payment. The third example shows the impact on a medically related
surrender which occurs within 12 months of the allocation of a Purchase Payment.

Example # 1:

     (1) An Annuity is purchased with an initial Purchase Payment of $10,000;

     (2) An additional  Purchase Payment of $5,000 is received in the 13th month
after the Issue Date;

     (3) The Owner dies and the death benefit  becomes  payable  during the 16th
month after the Issue Date;

     (4) All  Account  Value  has been  maintained  in the  variable  investment
options and has grown to $15,500,  consisting of an investment  gain of $50 plus
the amount of the Credits - $450 (3% of $15,000  Purchase  Payments) in addition
to the Purchase Payments, as of the date the death benefit is payable; and

     (5) There have been no withdrawals.

In order to determine the amount  payable,  we first determine the death benefit
that would be payable  assuming there were no reductions,  and then determine if
there are any reductions, and if so, what they are.

Because death has occurred during the first ten Annuity Years, the death benefit
is the greater of the Account  Value (there is no Interim  Value since no amount
was  maintained  in the fixed  investment  options) or the minimum death benefit
(see "Death Benefit").
In this case,  that means the death  benefit,  before  any  reduction,  would be
$15,500.

In this case, a Credit would have been applied with the first  Purchase  Payment
of $300 (3% of  $10,000).  The first  Credit was  allocated  more than 12 months
prior to the date of death,  so the death benefit is not reduced by that amount.
A Credit of $150 was applied with the second Purchase  Payment.  The $150 Credit
was  allocated  less  than 12 months  prior to the date of  death,  so the death
benefit is reduced by the amount of the $150  Credit.  The total  death  benefit
payable as a lump sum is therefore  $15,350  ($15,500  minus the amount equal to
the $150 Credit).

Example #2

Use the same  assumptions  set forth in Example #1 above except  assumption (4).
Assume  instead  that there has been an  investment  loss of $950  instead of an
investment  gain of $50, and that  therefore  the Account  Value at the time the
death  benefit is payable is $14,500.  In this case,  the minimum  death benefit
(Purchase  Payments less any withdrawals) is the amount payable.  Since there is
no reduction if the amount  payable at death is the minimum death  benefit,  the
amount payable is $15,000.

Example #3

This  example  provides a  hypothetical  amount  payable  upon  exercise  of the
"Medically-Related Surrender" provision.

Assume:

     (1) An Annuity is issued with an initial Purchase Payment of $10,000;

     (2) The Annuitant is diagnosed as terminally ill in the 6th month after the
Issue Date;

     (3) We receive the request for such a surrender,  obtain all the  materials
necessary to grant the medically-related surrender and then price this surrender
in the 7th month after the Issue Date; and

     (4) The  Account  Value as of the date we price this  surrender  is $9,800,
which reflects an investment loss of $500.

In this case, the Credit applied was $300 (3% of $10,000).

The amount payable is the Account Value less an amount equal to any Credits paid
within 12 months prior to the date of  diagnosis  of the  terminal  illness (see
"Medically-Related  Surrender").  In this case,  the amount  payable  before any
applicable reduction is $9,800. The Credit was applied within 12 months prior to
the  occurrence of the  contingency  event  triggering the  availability  of the
medically-related  surrender,  which in this case is the  diagnosis  of terminal
illness.  Therefore,  the amount payable is reduced by $300 (the amount equal to
the Credit  applied) so the amount  payable is $9,500 (the $9,800  Account Value
reduced by an amount equal to the $300 Credit applied).

Balanced Investment Program: We offer a balanced investment program in
relation to your Purchase  Payments,  if Fixed  Allocations  are available under
your  Annuity.  If you  choose  this  program,  we commit a portion  of your Net
Purchase  Payments as a Fixed  Allocation  for the Guarantee  Period you select.
This Fixed  Allocation,  not including the effect of any Credit and any interest
on such  Credit,  will have  grown  pre-tax  to equal  the  exact  amount of the
applicable  Purchase  Payment at the end of its initial  Guarantee  Period if no
amounts are transferred or withdrawn from such Fixed Allocation. The rest of the
applicable Net Purchase Payment is invested in the variable  investment  options
you select.

We reserve the right, from time to time, to credit  additional  amounts to Fixed
Allocations   ("Additional  Amounts")  if  you  allocate  Purchase  Payments  in
accordance with the balanced  investment  program we offer. We offer to do so at
our sole  discretion.  Such an offer is subject to our rules,  including but not
limited to, a change to the MVA formula.  For more information,  see "Additional
Amounts in the Fixed Allocations".

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

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

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

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

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

There may be adverse tax  consequences  if a  Contingent  Annuitant  succeeds an
Annuitant  and the  Annuity is owned by a trust  that is neither  tax exempt nor
does not qualify for preferred  treatment  under  certain  sections of the Code,
such as Section 401 (a "non-qualified"  trust). In general, the Code is designed
to prevent the benefit of tax deferral from  continuing for long periods of time
on an indefinite basis.  Continuing the benefit of tax deferral by naming one or
more Contingent  Annuitants  when the Annuity is owned by a non-qualified  trust
might be deemed an attempt to extend the tax deferral for an indefinite  period.
Therefore,  adverse tax treatment  may depend on the terms of the trust,  who is
named  as  Contingent   Annuitant,   as  well  as  the   particular   facts  and
circumstances.  You should  consult your tax advisor  before naming a Contingent
Annuitant if you expect to use an Annuity in such a fashion.

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

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

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

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

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

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

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

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

                                     where:

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

                  J is the  interest  rate (for your class of  annuities)  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's Guarantee Period;

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

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

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

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

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

     Additional Amounts in the Fixed Allocations: To the extent permitted by
law, we reserve the right, from time to time, to allocate  Additional Amounts to
Fixed Allocations. We may do so at our sole discretion. These Additional Amounts
are separate and distinct from the Credits  payable in connection  with Purchase
Payments. (Credits apply at all times, while Additional Amounts are only payable
in connection with offers we may make from  time-to-time.  For more information,
see  "Credits").  We may  offer to  allocate  such  Additional  Amounts  only in
relation to Fixed Allocations of specific durations (i.e. 10 years) when used as
part of certain  programs we offer such as the balanced  investment  program and
dollar cost  averaging  (see  "Balanced  Investment  Program"  and "Dollar  Cost
Averaging").  We would  provide  such  Additional  Amounts  with  funds from our
general  account and allocate them to the applicable  Fixed  Allocation.  Such a
program is subject to the following rules:

     (1) The  Additional  Amounts  are  allocated  in  relation  to  initial  or
additional  Purchase  Payments,  not to  Account  Value  transferred  to a Fixed
Allocation for use in the applicable  programs.  The Additional  Amounts are not
allocated  in relation to any  exchange of another  annuity  issued by us for an
Annuity.

     (2) The  Additional  Amounts are  allocated as of the later of the date the
applicable  Purchase  Payment is allocated to the applicable Fixed Allocation or
the 30th day after the Issue Date.

     (3)  Interest  on the  Additional  Amounts is  credited  as of the date the
applicable Purchase Payment is allocated to the applicable Fixed Allocation.

     (4) The Additional  Amounts are a percentage of the amount allocated to the
applicable Fixed Allocation.  However, we may change the percentage from time to
time.

     (5) There is an increase to any applicable  "adjustment  amount" in the MVA
formula,  which otherwise is 0.0010,  to 0.0020 (see "Account Value of the Fixed
Allocations").  This  change  would  only  apply  to a  transfer,  surrender  or
withdrawal  from the  applicable  Fixed  Allocation,  but not to any payments of
death benefit proceeds or a medically-related  surrender (see "Medically-Related
Surrender"). This change could reduce your Account Value.

     (6)  We do  not  consider  Additional  Amounts  to be  "investment  in  the
contract" for income tax purposes (see "Certain Tax Considerations").

     (7)  Additional  Amounts are not  included in any amounts you may  withdraw
without assessment of the contingent  deferred sales charge pursuant to the Free
Withdrawal provision (see "Free Withdrawals").

     (8) We determine if a Purchase Payment is received during the period we are
offering  such  Additional  Amounts  based on the  earlier  of:  (a) the date we
receive  at our  Office  the  applicable  Purchase  Payment;  or (b) the date we
receive at our Office our  requirements  in relation to either an exchange of an
existing  annuity issued by another  insurer or a "rollover" or transfer of such
an annuity pursuant to specific sections of the Code.

     (9) No Purchase Payment may be applied to more than one program  allocating
Additional Amounts solely to a Fixed Allocation.

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

Additional Purchase Payments: The minimum for any additional Purchase
Payment is $100.00,  unless we authorize  lower payments  pursuant to a periodic
Purchase  Payment  Program (see  "Periodic  Purchase  Payments"),  or less where
required by law. Additional Purchase Payments may be paid at any time before the
Annuity Date so long as no Owner or the Annuitant is over age 80. Subject to our
allocation rules, we allocate additional Net Purchase Payments according to your
instructions.   Should  no  instructions  be  received,  we  shall  return  your
additional Purchase Payment.

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

Allocation Rules: In the accumulation phase, you may maintain Account Value
in up to ten Sub-accounts.  Currently, you may also maintain an unlimited number
of Fixed  Allocations.  We reserve the right, to the extent permitted by law, to
limit the number of fixed  allocations  or the amount  you may  allocate  to any
Fixed  Allocation.  Should you request a transaction  that would leave less than
any  minimum  amount we then  require in an  investment  option,  we reserve the
right, to the extent  permitted by law, to add the balance of your Account Value
in the applicable  Sub-account or Fixed  Allocation to the transaction and close
out your balance in that investment option. We also reserve the right to require
a minimum amount for each new Fixed Allocation.

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

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

Transfers: In the accumulation phase you may transfer Account Value between
investment  options,  subject to our allocation rules (see "Allocation  Rules").
Transfers  are not  subject  to  taxation  (see  "Transfers  Between  Investment
Options").  We charge $10.00 for each transfer after the twelfth in each Annuity
Year,  including transfers transacted as part of a dollar cost averaging program
(see  "Dollar  Cost  Averaging")  or  any  rebalancing,   market  timing,  asset
allocation  or similar  program which you employ or you authorize to be employed
on your behalf.  Renewals or transfers of Account Value from a Fixed  Allocation
at the end of its  Guarantee  Period are not subject to the transfer  charge and
are not counted in  determining  whether  other  transfers may be subject to the
transfer charge (see  "Renewals").  Your transfer  request must be In Writing or
meet our requirements for accepting instructions we receive over the phone.

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

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

In order to help you determine  whether you wish to transfer Account Values to a
Fixed  Allocation,  you may obtain our Current Rates by writing us or calling us
at 1-800-766-4530.

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

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

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

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

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

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

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

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

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

We  reserve  the  right,  from  time  to  time,  to  credit  additional  amounts
("Additional Amounts") if you allocate Purchase Payments to Fixed Allocations as
part of a dollar cost averaging program. Such an offer is at our sole discretion
and is subject to our rules,  including  but not limited to, a change to the MVA
formula. For more information see "Additional Amounts in the Fixed Allocations".

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

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

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

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

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

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

Distributions: Distributions available from your Annuity during the
accumulation  phase  include  surrender,   medically-related   surrender,   free
withdrawals, partial withdrawals,  Systematic Withdrawals, Minimum Distributions
(in relation to qualified plans) and a death benefit. In the payout phase we pay
annuity  payments.  Distributions  from your  Annuity  generally  are subject to
taxation,  and may be  subject  to a tax  penalty  as  well  (see  "Certain  Tax
Considerations").  You may wish to consult a  professional  tax  advisor for tax
advice prior to  exercising  any right to an elective  distribution.  During the
accumulation phase, any distribution other than a death benefit:  (a) must occur
prior to any death that would cause a death benefit to become  payable;  and (b)
will occur subsequent to our receipt of a completed request In Writing.

Surrender: Surrender of your Annuity for its Surrender Value is permitted
during the accumulation  phase. A contingent  deferred sales charge may apply to
such  surrender (see  "Contingent  Deferred  Sales  Charge").  Your Annuity must
accompany your surrender request.

Medically-Related Surrender: Where permitted by law, you may apply to
surrender  your  Annuity  prior  to  the  Annuity  Date,  upon  occurrence  of a
"Contingency  Event". If the  qualifications are met, the amount payable is your
Account Value less:  (a) the amount of any Credits  applied  within 12 months of
the applicable  "Contingency  Event" as defined below; and (b) the amount of any
Credits  added in  conjunction  with any Purchase  Payments  received  after our
receipt  of  your  request  for a  medically-related  surrender  (i.e.  Purchase
Payments  received at such time  pursuant to a salary  reduction  program).  The
Annuitant  must be alive as of the date we pay the  proceeds  of such  surrender
request. If the Owner is one or more natural persons,  all such Owners must also
be alive at such time.  Specific details and definitions of terms in relation to
this benefit may differ in certain jurisdictions.  This waiver of any applicable
contingent  deferred  sales charge is subject to our rules.  This benefit is not
available if the total Purchase  Payments  received  exceed  $500,000.00 for all
annuities  issued by us with this  benefit for which the same person is named as
Annuitant.  A "Contingency  Event" occurs,  as to the Annuitant  named as of the
Issue Date, if the Annuitant is:

         (1) First  confined in a "Medical Care  Facility"  after the date as of
which we, at our Office,  agree to accept your designation of such person as the
Annuitant and remains confined for at least 90 days in a row; or

         (2) First  diagnosed as having a "Fatal  Illness"  after the date as of
which we, at our Office,  agree to accept your designation of such person as the
Annuitant.

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

Free Withdrawals: Each Annuity Year in the accumulation phase you may
withdraw a limited amount of Account Value without application of any applicable
contingent  deferred sales charge.  Such free  withdrawals are available to meet
liquidity  needs.  Free withdrawals are not available at the time of a surrender
of an Annuity.  Withdrawals  of any type made prior to age 59 1/2 may be subject
to a 10% tax penalty (see "Penalty on Distributions").  We may refuse or delay a
payment  based  on a  request  to only  withdraw  all or a  portion  of the free
withdrawal  amount if the total amount then payable as a free withdrawal is less
than  $100.00  or the  amount  requested  is less than  $100.00.  To the  extent
permitted  by law, we may reduce or  eliminate  the amount  available  as a free
withdrawal if your Annuity is used in connection  with certain plans designed to
meet various  sections of the Code,  including,  but not limited to, Section 401
plans.

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

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

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

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

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

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

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

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

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

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

         (4) Other  Surrender Value (amounts equal to any Credits (see "Credits"
and "Additional Amounts in the Fixed Allocations").

Systematic Withdrawals: We offer Systematic Withdrawals of earnings only,
principal plus earnings or a flat dollar  amount.  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. A program of Systematic  Withdrawals begins on the date we
accept, at our Office, your request for such a program.  Systematic  Withdrawals
are deemed to be  withdrawn  from  Surrender  Value in the same order as partial
withdrawals for purposes of determining if the contingent  deferred sales charge
applies. Penalties may apply (see "Free Withdrawals").

A Systematic  Withdrawal  from a Fixed  Allocation is not subject to the MVA. We
calculate the Fixed Allocation's credited interest since the prior withdrawal as
A minus B, plus C, where:

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

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

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

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

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

We reserve  the right to charge a  processing  fee for this  service.  Should we
suspend  or  cancel  offering   Systematic   Withdrawals,   such  suspension  or
cancellation will not affect any Systematic Withdrawal programs then in effect.

Minimum Distributions: You may elect to have us calculate Minimum
Distributions  annually  if your  Annuity  is being used for  certain  qualified
purposes  under the  Code.  We  calculate  such  amounts  assuming  the  Minimum
Distribution  amount is based solely on the value of your Annuity.  The required
Minimum  Distribution amounts applicable to your particular situation may depend
on other annuities,  savings or investments of which we are unaware, so that the
required amount may be greater than the Minimum Distribution amount we calculate
based on the value of your  Annuity.  We  reserve  the right to charge a fee for
each annual  calculation.  Minimum  Distributions  are not  available if you are
taking Systematic Withdrawals (see "Systematic  Withdrawals").  You may elect to
have  Minimum  Distributions  paid  out  monthly,  quarterly,  semi-annually  or
annually.

Each Minimum  Distribution will be taken from the investment options you select.
However,  the  portion of any  Minimum  Distribution  that can be taken from any
Fixed  Allocations  may not exceed the then current  ratio  between your Account
Value in all Fixed Allocations you maintain and your total Account Value. No MVA
applies to any portion of Minimum  Distributions  taken from Fixed  Allocations.
Minimum Distributions are not available from any Fixed Allocations if such Fixed
Allocation  is being used in a dollar cost  averaging  program (see "Dollar Cost
Averaging").

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

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

Death Benefit: In the accumulation phase, a death benefit is payable. If
the  Annuity is owned by one or more  natural  persons,  it is payable  upon the
first  death of such  Owners.  If the  Annuity is owned by an entity,  the death
benefit  is  payable  upon the  Annuitant's  death,  if  there is no  Contingent
Annuitant. If a Contingent Annuitant was designated before the Annuitant's death
and the Annuitant  dies,  the  Contingent  Annuitant then becomes the Annuitant.
There may be adverse tax  consequences  for certain entity Owners if they name a
Contingent Annuitant (see "Ownership, Annuitant and Beneficiary Designations").

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

The death benefit is as follows,  and is subject to the conditions  described in
(1), (2) and (3) below:

     (1) If death occurs during the first ten Annuity  Years:  the death benefit
is the greater of (a) or (b) where:

                  (a) is your  Account  Value in  Sub-accounts  plus the Interim
Value of any Fixed  Allocations,  less an amount  equal to all  Credits  applied
within 12 months prior to the date of death; or

                  (b) the minimum death benefit  ("Minimum Death Benefit").  The
Minimum  Death  Benefit is the sum of all Purchase  Payments less the sum of all
withdrawals.

     (2) If death occurs after the tenth Annuity Year: the death benefit is your
Account Value less an amount equal to all Credits applied within 12 months prior
to the date of death.

     (3) If a decedent  was not named 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 is suspended as to that person for a two year period from
the date he or she first  became  an Owner or  Annuitant.  After the  suspension
period is completed, the death benefit is the same as if such person had been an
Owner or Annuitant on the Issue Date. During the suspension period:

                  (a) If that person's death occurs during the first ten Annuity
Years,  the death  benefit is your Account  Value in the  Sub-accounts  plus the
Interim Value of any Fixed Allocation, less any Credits applied within 12 months
prior to the date of death.

                  (b) If that person's  death occurs after the first ten Annuity
Years,  the death benefit is your Account Value less any Credits  applied within
12 months prior to the date of death.

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

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

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

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

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

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

You may choose an Annuity Date,  an annuity  option and the frequency of annuity
payments  when you  purchase  an  Annuity,  or at a later  date.  Your choice of
Annuity  Date and  annuity  option may be limited  depending  on your use of the
Annuity and the applicable jurisdiction. Subject to our rules, you may choose an
Annuity  Date,  option and  frequency  of  payments  suitable  to your needs and
circumstances.  Such rules may include a prohibition on  annuitization  within 1
year of the Issue Date.  You should  consult with  competent  tax and  financial
advisors as to the appropriateness of any such choice.  Should Annuities subject
to New York law be made  available,  the Annuity Date for such Annuities may not
exceed  the first day of the  calendar  month  following  the  Annuitant's  85th
birthday. Other jurisdictions may impose similar requirements.

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

In the absence of an election In Writing:  (a) the Annuity Date is the first day
of the calendar month first following the later of the Annuitant's 85th birthday
or the  fifth  anniversary  of our  receipt  at our  Office of your  request  to
purchase an Annuity;  and (b) where allowed by law, fixed monthly  payments will
commence  under  option  2,  described  below,  with 10  years  certain.  Should
Annuities subject to New York law be made available,  for such Annuities, in the
absence of an election In Writing:  (a) the Annuity Date is the first day of the
calendar month  following the Annuitant's  85th birthday;  and (b) fixed monthly
payments will commence under Option 2, described  below,  with 10 years certain.
Other jurisdictions may impose similar requirements. The amount to be applied is
your  Annuity's  Account  Value 15 business  days prior to the Annuity  Date. In
determining  your annuity  payments,  we credit  interest using our then current
crediting rate for this purpose, which is not less than 3% of interest per year,
between the date Account  Value is applied to an annuity  option and the Annuity
Date. If there is any remaining  contingent  deferred sales charge applicable as
of the Annuity Date,  then the annuity  option you select must include a certain
period of not less than 5 years' duration (in certain jurisdictions, the minimum
duration  for the  certain  period  may be up to 10 years).  Annuity  options in
addition to those shown are  available  with our  consent.  The minimum  initial
amount  payable is the minimum  initial  annuity  amount we allow under our then
current rules.  Should you wish to receive a lump sum payment,  you must request
to surrender your Annuity prior to the Annuity Date (see "Surrender").

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

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

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

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

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

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

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

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

Qualified Plan Withdrawal Limitations: The Annuities are endorsed such that
there are surrender or withdrawal  limitations  when used in relation to certain
retirement  plans for  employees  which are  designed to qualify  under  various
sections of the Code.  These  limitations  do not affect  certain  roll-overs or
exchanges  between  qualified  plans.  Distribution  of amounts  attributable to
contributions made pursuant to a salary reduction  agreement (as defined in Code
section 403(b)),  or attributable to transfers to a tax sheltered annuity from a
custodial account (as defined in Code section  403(b)(7)),  is restricted to the
employee's:  (a) separation from service;  (b) death; (c) disability (as defined
in Section  72(m)(7) of the Code);  (d)  reaching  age 59 1/2; or (e)  hardship.
Hardship  withdrawals are restricted to amounts attributable to salary reduction
contributions,  and do not  include  investment  results.  In  the  case  of tax
sheltered annuities,  these limitations do not apply to certain salary reduction
contributions made and investment results earned prior to dates specified in the
Code.  In addition,  the  limitation on hardship  withdrawals  does not apply to
salary reduction contributions made and investment results earned prior to dates
specified  in the Code  which have been  transferred  from  custodial  accounts.
Rollovers  from the  types of plans  noted to  another  qualified  plan or to an
individual  retirement account or individual  retirement annuity are not subject
to the limitations noted. Certain distributions,  including rollovers,  that are
not transferred directly to the trustee of another qualified plan, the custodian
of an individual  retirement  account or the issuer of an individual  retirement
annuity may be subject to automatic 20% withholding for Federal income tax. This
may  also  trigger   withholding  for  state  income  taxes  (see  "Certain  Tax
Considerations").

We may make annuities  available through the Texas Optional  Retirement  Program
subsequent to receipt of the required  regulatory  approvals and implementation.
In addition to the  restrictions  required for such  Annuities to qualify  under
Section 403(b) of the Code,  Annuities  issued in the Texas Optional  Retirement
Program  are  amended as follows:  (a) no  benefits  are payable  unless you die
during, or are retired or terminated from,  employment in all Texas institutions
of higher  education;  and (b) if a second year of participation in such program
is not  begun,  the  total  first  year  State of  Texas'  contribution  will be
returned, upon its request, to the appropriate institute of higher education.

With respect to the  restrictions on withdrawals set forth above, 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 the 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.

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

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

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

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

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

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

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

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

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

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

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

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

Reports to You: We mail to Owners, at their last known address of record,
any  statements and reports  required by applicable  law or  regulation.  Owners
should  therefore  give  us  prompt  notice  of any  address  change.  We send a
confirmation  statement  to Owners  each time a  transaction  is made  affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or  withdrawals.  Quarterly  statements  are also mailed  detailing the activity
affecting your Annuity during the calendar quarter.  You may request  additional
reports.  We  reserve  the right to  charge  up to $50 for each such  additional
report.  Instead of immediately  confirming  transactions  made pursuant to some
type of periodic transfer program (such as a dollar cost averaging program) or a
periodic Purchase Payment program,  such as a salary reduction  arrangement,  we
may confirm such  transactions  in quarterly  statements.  You should review the
information in these  statements  carefully.  All errors or corrections  must be
reported to us at our Office  immediately  to assure  proper  crediting  to your
Annuity. For transactions for which we immediately send confirmations, we assume
all  transactions  are accurate  unless you notify us  otherwise  within 30 days
after the date of the transaction.  For transactions  that are only confirmed on
the quarterly  statement,  we assume all  transactions  are accurate  unless you
notify us within 30 days of the end of the calendar quarter. We may also send to
Owners each year an annual report and a semi-annual report containing  financial
statements  for the  applicable  Sub-accounts,  as of  December  31 and June 30,
respectively.

     SALE OF THE ANNUITIES:  American  Skandia  Marketing,  Incorporated  ("ASM,
Inc."),   formerly  Skandia  Life  Equity  Sales  Corporation,   a  wholly-owned
subsidiary  of American  Skandia  Investment  Holding  Corporation,  acts as the
principal  underwriter of the Annuities.  ASM, Inc.'s principal business address
is One Corporate Drive, Shelton, Connecticut 06484. ASM, Inc. is a member of the
National Association of Securities Dealers, Inc. ("NASD").

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

As of the date of this  Prospectus,  we expect to pay an on-going service fee in
relation to providing  certain  statistical  information  upon request by Owners
about the variable investment options and the underlying mutual fund portfolios.
The fee is payable to the  service  providers  based on your  Annuity's  Account
Value maintained in the variable  investment options. No fee is payable based on
any  Account   Values   maintained   in  any  Fixed   Allocations.   Under  most
circumstances,  we will engage the broker-dealer of record for your Annuity,  or
the entity of record if such entity could offer Annuities  without  registration
as a broker-dealer (i.e. certain banks), to be your resource for the statistical
information,  and to be available  upon your request to both provide and explain
such information to you. The  broker-dealer of record or the entity of record is
the firm which sold you the Annuity,  unless later changed.  Some portion of the
fee we pay for this  service may be payable to your  representative.  Therefore,
your  representative may receive on-going service fee compensation,  but only in
relation to Account Values maintained in variable investment options.

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

Advertising: We may advertise certain information regarding the performance
of the investment options.  Details on how we calculate performance measures for
the Sub-accounts are found in the Statement of Additional Information, including
how we account  for  Credits in these  performance  measures.  This  performance
information  may help you review the  performance of the investment  options and
provide  a  basis  for  comparison  with  other  annuities.  This  information's
usefulness may be limited because of the Credits,  since, as of the date of this
Prospectus,  we were not aware of many  annuities  with  variable  and/or market
value adjusted fixed investment options that included this type of feature. This
information  also may be less  useful  when  comparing  the  performance  of the
investment  options  with  other  savings  or  investment  vehicles.  Such other
investments  may not provide  some of the benefits of  annuities,  or may not be
designed  for  long-term  investment  purposes.  Additionally  other  savings or
investment vehicles may not be treated like annuities under the Code.

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

Performance  information on the  Sub-accounts is based on past  performance only
and is no  indication of future  performance.  Performance  of the  Sub-accounts
should  not  be  considered  a   representation   of  the  performance  of  such
Sub-accounts in the future. Performance of the Sub-accounts is not fixed. Actual
performance will depend on the type,  quality and, for some of the Sub-accounts,
the  maturities  of the  investments  held by the  underlying  mutual  funds  or
portfolios  and  upon  prevailing  market  conditions  and the  response  of the
underlying mutual funds to such conditions.  Actual performance will also depend
on changes in the expenses of the underlying  mutual funds or  portfolios.  Such
changes  are  reflected,  in turn,  in the  Sub-accounts  which  invests 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  Standard Total Return of the Sub-accounts,  which: (a) assumes
all charges  assessable  against the Annuity and the Sub-accounts;  and (b) does
not  take  into  consideration  any  Credits.  As part of any  advertisement  of
Standard Total Return, we may advertise the  "Non-standard  Total Return" of the
Sub-accounts.  Non-standard  Total Return:  (a) does not take into consideration
the Annuity's  contingent deferred sales charge; and (b) does include the effect
of Credits.  Advertisements  of Non-standard  Total Return assume Credits of 3%,
which may be more or less  than the  Credits  applicable  to your  Annuity  (see
"Credits").

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

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

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

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

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

Non-natural Persons: Any increase during a tax year in the value of an
annuity if not used in a retirement  plan eligible for special  treatment  under
the Code is currently  includible  in the gross income of a  non-natural  person
that is the contractholder. There are exceptions if an annuity is held by: (a) a
structured  settlement  company;  (b) an employer  with  respect to a terminated
pension plan; (c) entities  other than  employers,  such as a trust,  holding an
annuity as an agent for a natural person;  or (d) a decedent's  estate by reason
of the death of the decedent.

Natural Persons: Increases in the value of an annuity when the
contractholder  is a natural person  generally are not taxed until  distribution
occurs.  Distribution  can be in a lump sum payment or in annuity payments under
the annuity option  elected.  Certain other  transactions  may be deemed to be a
distribution.  The  provisions  of  Section  72 of  the  Code  concerning  these
distributions are summarized briefly below.

Distributions: Distributions received before the annuity payments begin are
treated as being derived  first from "income on the contract" and  includible in
gross income. The amount of the distribution  exceeding "income on the contract"
is not  included in gross  income.  "Income on the  contract"  for an annuity is
computed by  subtracting  from the value of all "related  contracts"  (our term,
discussed below) the taxpayer's "investment in the contract": an amount equal to
total  purchase   payments  for  all  "related   contracts"  less  any  previous
distributions or portions of such  distributions  from such "related  contracts"
not includible in gross income.  "Investment in the contract" may be affected by
whether an annuity or any "related contract" was purchased as part of a tax-free
exchange of life insurance or annuity contracts under Section 1035 of the Code.

"Related  contracts" may mean all annuity  contracts or certificates  evidencing
participation  in a  group  annuity  contract  for  which  the  taxpayer  is the
beneficial  owner and  which are  issued  by the same  insurer  within  the same
calendar year,  irrespective of the named annuitants.  It is clear that "related
contracts"  include  contracts prior to when annuity  payments  begin.  However,
there may be circumstances under which "related contracts" may include contracts
recognized  as immediate  annuities  under state  insurance law or annuities for
which annuity payments have begun. In a ruling addressing the applicability of a
penalty on  distributions,  the Internal  Revenue Service treated  distributions
from a contract  recognized as an immediate  annuity  under state  insurance law
like  distributions  from a deferred  annuity.  The situation  addressed by such
ruling included the fact that: (a) the immediate  annuity was obtained  pursuant
to an exchange of  contracts;  and (b) the purchase  payments for the  exchanged
contract were  contributed more than one year prior to the first annuity payment
payable under the immediate annuity.  This ruling also may or may not imply that
annuity  payments  from a deferred  annuity on or after its annuity  date may be
treated the same as  distributions  prior to the annuity  date if such  deferred
annuity  was:  (a) obtained  pursuant to an exchange of  contracts;  and (b) the
purchase payments for the exchanged  contract were made or may be deemed to have
been made more than one year prior to the first annuity payment.

If "related  contracts"  include  immediate  annuities  or  annuities  for which
annuity  payments have begun,  then "related  contracts"  would have to be taken
into  consideration  in determining  the taxable portion of each annuity payment
(as  outlined  in  the  "Annuity  Payments"  subsection  below)  as  well  as in
determining the taxable portion of distributions from an annuity or any "related
contracts"  before  annuity  payments  have  begun.  We  cannot  guarantee  that
immediate annuities or annuities for which annuity payments have begun could not
be deemed to be "related  contracts".  You are  particularly  cautioned  to seek
advice from your own tax advisor on this matter.

Assignments and Pledges: Any assignment or pledge of any portion of the
value of an  annuity  before  annuity  payments  have  begun  are  treated  as a
distribution  subject to taxation under the distribution  rules set forth above.
Any gain in an  annuity  subsequent  to the  assignment  or  pledge of an entire
annuity while such  assignment or pledge remains in effect is treated as "income
on the contract" in the year in which it is earned. For annuities not issued for
use as  qualified  plans  (see  "Tax  Considerations  When  Using  Annuities  in
Conjunction with Qualified  Plans"),  the cost basis of the annuity is increased
by the amount of any assignment or pledge  includible in gross income.  The cost
basis is not  affected  by any  repayment  of any loan for which the  annuity is
collateral or by payment of any interest thereon.

Penalty on Distributions: Subject to certain exceptions, any distribution
is subject to a penalty  equal to 10% of the amount  includible in gross income.
This  penalty  does  not  apply  to  certain   distributions,   including:   (a)
distributions made on or after the taxpayer's age 59 1/2; (b) distributions made
on or after the death of the holder of the contract, or, where the holder of the
contract is not a natural person, the death of the annuitant;  (c) distributions
attributable to the taxpayer's  becoming disabled;  (d) distributions  which are
part of a scheduled series of substantially equal periodic payments for the life
(or life expectancy) of the taxpayer (or the joint lives of the taxpayer and the
taxpayer's  Beneficiary);  (e)  distributions  of amounts which are allocable to
"investments  in the contract" made prior to August 14, 1982; (f) payments under
an immediate annuity as defined in the Code; (g) distributions under a qualified
funding asset under Code Section 130(d);  or (h)  distributions  from an annuity
purchased by an employer on the termination of a qualified  pension plan that is
held by the employer until the employee separates from service.

Any modification,  other than by reason of death or disability, of distributions
which are part of a scheduled series of substantially equal periodic payments as
noted in (d),  above,  that occur before the  taxpayer's  age 59 1/2 or within 5
years of the first of such scheduled  payments will result in the requirement to
pay the taxes that would have been due had the payments  been treated as subject
to tax in the years received,  plus interest for the deferral period.  It is our
understanding  that the Internal  Revenue  Service does not consider a scheduled
series of  distributions  to  qualify  under  (d),  above,  if the holder of the
annuity  retains the right to modify such  distributions  at will,  even if such
right is not exercised, or, for a variable annuity, if the distributions are not
based on a  substantially  equal  number of Units,  rather than a  substantially
equal dollar amount.

The  Internal  Revenue  Service has ruled that the  exception to the 10% penalty
described  above for  "non-qualified"  immediate  annuities as defined under the
Code  may not  apply to  annuity  payments  under a  contract  recognized  as an
immediate  annuity under state insurance law obtained pursuant to an exchange of
contracts if: (a) purchase payments for the exchanged  contract were contributed
or  deemed to be  contributed  more  than one year  prior to the  first  annuity
payment payable under the immediate annuity;  and (b) the annuity payments under
the immediate annuity do not meet the requirements of any other exception to the
10%  penalty.  This  ruling may or may not imply that the  exception  to the 10%
penalty may not apply to annuity  payments paid  pursuant to a deferred  annuity
obtained  pursuant to an exchange of contract if: (a) purchase  payments for the
exchanged contract were contributed or may be deemed to be contributed more than
one year prior to the first  annuity  payment  pursuant to the deferred  annuity
contract;  or (b) the annuity  payments  pursuant to the deferred annuity do not
meet the requirements of any other exception to the 10% penalty.

Annuity Payments: The taxable portion of each payment is determined by a
formula which  establishes the ratio that  "investment in the contract" bears to
the total  value of  annuity  payments  to be made.  However,  the total  amount
excluded under this ratio is limited to the  "investment  in the contract".  The
formula differs between fixed and variable annuity  payments.  Where the annuity
payments  cease  because of the death of the person upon whose life payments are
based and, as of the date of death, the amount of annuity payments excluded from
taxable  income by the  exclusion  ratio does not exceed the  investment  in the
contract,  then the remaining portion of unrecovered  investment is allowed as a
deduction in the tax year of such death.

Gifts: The gift of an annuity to other than the spouse of the contract
holder (or former spouse incident to a divorce) is treated for tax purposes as a
distribution.

Tax Free Exchanges: Section 1035 of the Code permits certain tax-free
exchanges of a life insurance,  annuity or endowment contract for an annuity. If
an annuity is obtained by a tax-free  exchange of a life  insurance,  annuity or
endowment  contract  purchased prior to August 14, 1982, then any  distributions
other  than  as  annuity  payments  which  do  not  exceed  the  portion  of the
"investment in the contract"  (purchase  payments made into the other  contract,
less prior  distributions) prior to August 14, 1982, are not included in taxable
income.  In all other  respects,  the  general  provisions  of the Code apply to
distributions from annuities obtained as part of such an exchange.

Transfers Between Investment Options: Transfers between investment options
are not subject to taxation.  The Treasury Department may promulgate  guidelines
under  which a  variable  annuity  will not be  treated  as an  annuity  for tax
purposes if persons  with  ownership  rights  have  excessive  control  over the
investments  underlying  such variable  annuity.  Such guidelines may or may not
address  the number of  investment  options or the number of  transfers  between
investment  options  offered under a variable  annuity.  It is not known whether
such guidelines,  if in fact promulgated,  would have retroactive  effect. It is
also not known  what  effect,  if any,  such  guidelines  may have on  transfers
between  the  investment  options  of  the  Annuity  offered  pursuant  to  this
Prospectus.  We will take any action, including modifications to your Annuity or
the Sub-accounts, required to comply with such guidelines if promulgated.

Generation-Skipping Transfers: Under the Code certain taxes may be due when
all or part of an annuity  is  transferred  to or a death  benefit is paid to an
individual two or more generations younger than the contract holder. These taxes
tend to apply to transfers of  significantly  large  dollar  amounts.  We may be
required to determine  whether a transaction must be treated as a direct skip as
defined in the Code and the amount of the resulting tax. If so required, we will
deduct  from your  Annuity  or from any  applicable  payment  to be treated as a
direct skip any amount we are required to pay as a result of the transaction.

Diversification: Section 817(h) of the Code provides that a variable
annuity  contract,  in order to qualify as an annuity,  must have an "adequately
diversified" segregated asset account (including investments in a mutual fund by
the segregated asset account of insurance companies).  The Treasury Department's
regulations  prescribe the  diversification  requirements  for variable  annuity
contracts.  We believe the underlying  mutual fund portfolios should comply with
the terms of these regulations.

Federal Income Tax Withholding: Section 3405 of the Code provides for
Federal  income  tax  withholding  on the  portion  of a  distribution  which is
includible in the gross income of the recipient.  Amounts to be withheld  depend
upon the  nature  of the  distribution.  However,  under  most  circumstances  a
recipient  may elect not to have income  taxes  withheld  or have  income  taxes
withheld at a different rate by filing a completed election form with us.

Certain distributions,  including rollovers,  from most retirement plans, may be
subject to automatic 20%  withholding  for Federal  income taxes.  This will not
apply to: (a) any portion of a distribution paid as Minimum  Distributions;  (b)
direct transfers to the trustee of another  retirement  plan; (c)  distributions
from an individual  retirement  account or individual  retirement  annuity;  (d)
distributions made as substantially equal periodic payments for the life or life
expectancy  of the  participant  in the  retirement  plan  or the  life  or life
expectancy of such participant and his or her designated  beneficiary under such
plan; and (e) certain other  distributions  where  automatic 20% withholding may
not apply.

Tax Considerations When Using Annuities in Conjunction with Qualified
Plans:  There are various  types of qualified  plans for which an annuity may be
suitable.  Benefits  under a qualified  plan may be subject to that plan's terms
and conditions  irrespective  of the terms and conditions of any annuity used to
fund such  benefits  ("qualified  contract").  We have  provided  below  general
descriptions  of the types of qualified  plans in conjunction  with which we may
issue an Annuity.  These  descriptions  are not  exhaustive  and are for general
informational  purposes  only.  We are not obligated to make or continue to make
new  Annuities  available  for use with all the types of  qualified  plans shown
below.

The tax rules regarding  qualified  plans are complex.  The application of these
rules depend on individual facts and circumstances. Before purchasing an Annuity
for use in funding a qualified  plan,  you should  obtain  competent tax advice,
both as to the tax treatment and suitability of such an investment.

Qualified  contracts include special provisions  changing or restricting certain
rights and benefits otherwise available to non-qualified  annuities.  You should
read your  Annuity  carefully  to review any such  changes or  limitations.  The
changes and limitations may include,  but may not be limited to, restrictions on
ownership, transferability, assignability, contributions, distributions, as well
as reductions to the minimum  allowable  purchase payment for an annuity and any
subsequent   annuity  you  may  purchase  for  use  as  a  qualified   contract.
Additionally,  various  penalty and excise taxes may apply to  contributions  or
distributions made in violation of applicable limitations.

Individual Retirement Programs: Eligible individuals may maintain an
individual retirement account or individual retirement annuity ("IRA").  Subject
to  limitations,  contributions  of certain amounts may be deductible from gross
income.  Purchasers of IRAs are to receive a special disclosure document,  which
describes  limitations  on  eligibility,   contributions,   transferability  and
distributions.  It also describes the conditions under which  distributions from
IRAs and other qualified plans may be rolled over or transferred  into an IRA on
a  tax-deferred  basis.  Eligible  employers  that meet  specified  criteria may
establish  simplified employee pensions for employees using the employees' IRAs.
These  arrangements are known as SEP-IRAs.  Employer  contributions  that may be
made to SEP-IRAs  are larger than the amounts that may be  contributed  to other
IRAs, and may be deductible to the employer.

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

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

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

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

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

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

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

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

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

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

Also, from time to time, we may make additional  Sub-accounts  available to you.
These  Sub-accounts  will invest in  underlying  mutual funds or  portfolios  of
underlying mutual funds we believe to be suitable for the Annuity. We may or may
not make a new  Sub-account  available to invest in any new  portfolio of one of
the current underlying mutual funds should such a portfolio be made available to
Separate Account B.

We may eliminate  Sub-accounts,  combine two or more  Sub-accounts or substitute
one or more new  underlying  mutual funds or  portfolios  for the one in which a
Sub-account  is  invested.  Substitutions  may be  necessary  if we  believe  an
underlying  mutual fund or portfolio no longer suits the purpose of the Annuity.
This may  happen  due to a change  in laws or  regulations,  or a change  in the
investment objectives or restrictions of an underlying mutual fund or portfolio,
or because the  underlying  mutual fund or portfolio is no longer  available for
investment,  or for some other reason.  We would obtain prior  approval from the
insurance  department  of our state of domicile,  if so required by law,  before
making such a  substitution,  deletion or  addition.  We also would obtain prior
approval  from  the SEC so long as  required  by  law,  and any  other  required
approvals before making such a substitution, deletion or addition.

We  reserve  the  right to  transfer  assets of  Separate  Account  B,  which we
determine  to be  associated  with the class of  contracts to which your Annuity
belongs,  to another "unitized"  separate account.  We also reserve the right to
transfer  assets of Separate  Account D which we determine to be associated with
the class of contracts to which your annuity belongs, to another  "non-unitized"
separate  account.  We notify you (and/or any payee during the payout  phase) of
any  modification  to your  Annuity.  We may endorse your Annuity to reflect the
change.

Misstatement of Age or Sex: If there has been a misstatement of the age
and/or sex of any person upon whose life annuity  payments or the minimum  death
benefit are based,  we make  adjustments to conform to the facts.  As to annuity
payments:  (a) any  underpayments  by us will be  remedied  on the next  payment
following  correction;  and (b) any  overpayments  by us will be charged against
future amounts payable by us under your Annuity.

Ending the Offer: We may limit or discontinue offering Annuities. Existing
Annuities will not be affected by any such action.

Indemnification: Insofar as indemnification for liabilities arising under
the  Securities  Act of 1933 may be permitted to directors,  officers or persons
controlling the registrant pursuant to the foregoing provisions,  the registrant
has been informed that in the opinion of the Securities and Exchange  Commission
such  indemnification  is against  public  policy as expressed in the Act and is
therefore unenforceable.

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

THE COMPANY: American Skandia Life Assurance Corporation is a stock
insurance company domiciled in Connecticut with licenses in all 50 states. It is
a wholly owned subsidiary of American Skandia  Investment  Holding  Corporation,
whose  indirect  parent is Skandia  Insurance  Company  Ltd.  Skandia  Insurance
Company  Ltd.  is part of a  group  of  companies  whose  predecessor  commenced
operations  in  1855.  Two  of  our  affiliates,   American  Skandia  Marketing,
Incorporated,   and  American  Skandia   Information   Services  and  Technology
Corporation,  may undertake certain administrative  functions on our behalf. Our
affiliate, American Skandia Investment Services, Incorporated, currently acts as
the  investment  manager to the American  Skandia  Trust.  We  currently  engage
Skandia  Investment  Management,  Inc., an affiliate  whose  indirect  parent is
Skandia Insurance  Company Ltd., as investment  manager for our general account.
We are under no  obligation  to  engage or  continue  to engage  any  investment
manager.

During 1995, Skandia Vida, S.A. de C.V. was formed by the ultimate parent
Skandia Insurance Company Ltd. The Company owns 99.9% ownership in Skandia Vida,
S.A. de C.V. which is a life insurance company domiciled in Mexico. This Mexican
life  insurer  is a start up company  with  expectations  of  selling  long term
savings product within Mexico.  Total shareholders' equity of Skandia Vida, S.A.
de C.V. is $881,648 at December 31, 1995.

Lines of Business: The Company is in the business of issuing annuity
policies,  and has been so since its  business  inception  in 1988.  The Company
currently offers the following annuity products:  a) certain deferred  annuities
that are  registered  with the  Securities  and Exchange  Commission,  including
variable annuities and fixed interest rate annuities that include a market value
adjustment  feature;  b) certain  other fixed  deferred  annuities  that are not
registered  with the  Securities  and  Exchange  Commission;  and c)  fixed  and
adjustable  immediate  annuities.  We may, in the future, offer other annuities,
life insurance and other forms of insurance.

Selected Financial Data: The following selected financial data are
qualified by reference to, and should be read in conjunction with, the financial
statements,  including related notes thereto,  and "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this  Prospectus.  The  selected  financial  data as of and for each of the five
years ended December 31, 1995,  1994,  1993, 1992 and 1991 has not been audited.
The selected financial data has been derived from the full financial  statements
for the years ended  December 31,  1995,  1994,  1993,  1992 and 1991 which were
presented in accordance with generally accepted accounting  principles and which
were  audited by  Deloitte & Touche  LLP,  independent  auditors,  whose  report
thereon is included herein.

<TABLE>
<CAPTION>
Income Statement Data:


                                                        1995             1994             1993           1992          1991
                                                        ----             -----            ----           ----          ----
<S>                                                <C>            <C>              <C>             <C>             <C>    
Revenues:
Net investment income                              $ 1,600,674    $  1,300,217     $    692,758    $   892,053     $  723,253
Annuity premium income                                       0          70,000          101,643      1,304,629      2,068,452
Annuity charges and fees*                           38,837,358      24,779,785       11,752,984      4,846,134      1,335,079
Net realized capital gains (losses)                     36,774          (1,942)         330,024        195,848          4,278
Fee income                                           6,205,719       2,111,801          938,336        125,179              0
Other income                                             64,882     ____24,550            1,269         15,119         45,010
                                                 --------------         ------  ---------------  -------------  -------------
Total revenues                                     $46,745,407     $28,284,411      $13,817,014     $7,378,962     $4,176,072
                                                   ===========     ===========      ===========     ==========     ==========

Benefits and Expenses:
Return credited to contractowners                   10,612,858        (516,730)         252,132        560,243        235,470
Cost of minimum death benefit reinsurance            2,056,606               0                0              0              0
Annuity benefits                                       555,421         369,652          383,515        276,997        107,536
Increase/(decrease) in annuity policy reserves      (6,778,756)      5,766,003        1,208,454      1,331,278      2,045,722
Underwriting, acquisition and
   other insurance expenses                         35,970,524      18,942,720        9,547,951     11,338,765      7,294,400
Interest expense                                      6,499,414      3,615,845          187,156                 0               0
                                                 --------------  -------------    -----------------------------------------------
Total benefits and expenses                        $48,916,067     $28,177,490      $11,579,208    $13,507,283     $9,683,128
                                                 =============     ===========      ===========    ===========     ==========

Income tax                                       $     397,360   $     247,429     $    182,965$                0$              0
                                                 =============   =============     ==============================================

Net income (loss)                                $  (2,568,020) $     (140,508)    $  2,054,841   $ (6,128,321)   ($5,507,056)
                                                 ============== ===============    ============   ============    ============

Balance Sheet Data:
Total Assets                                    $5,021,012,890  $2,864,416,329   $1,558,548,537   $552,345,206   $239,435,675
                                                ==============  ==============   ==============   ============   ============

Surplus Notes                                  $   103,000,000$     69,000,000 $     20,000,000$             0   $          0
                                               =============================== ==============================================

Shareholder's Equity                          $     59,713,000$     52,205,524 $     52,387,687  $  46,332,846   $ 14,292,772
                                              ================================ ================  =============   ============

</TABLE>

*On annuity sales of $1,628,486,000, $1,372,874,000, $890,640,000, $287,596,000,
and $141,017,000  during the years ended December 31, 1995, 1994, 1993, 1992 and
1991,   respectively,    with   contractowner   assets   under   management   of
$4,704,044,001,  $2,661,161,000,  $1,437,554,000, $495,176,000, and $217,425,000
as of December 31, 1995, 1994, 1993, 1992, and 1991, respectively.

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

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

Results of Operation: The Company's long term business plan was developed
reflecting  the current sales and marketing  approach.  Annuity sales  increased
19%, 54% and 210% in 1995, 1994 and 1993, respectively. The Company continues to
show  significant  growth in sales volume and increased  market share within the
variable annuity industry. Total assets grew 75%, 84% and 182% in 1995, 1994 and
1993,  respectively.  These  increases  were a direct result of the  substantial
sales volume increasing separate account assets and deferred  acquisition costs.
Liabilities grew 76%, 87%, and 198% in 1995, 1994 and 1993,  respectively,  as a
result of the reserves  required for the increased  sales activity and borrowing
during 1995,  1994 and 1993.  The  borrowing  is needed to fund the  acquisition
costs of the Company's variable annuity business.

The  Company  experienced  a net loss  after tax in 1995 and 1994,  which was in
excess of plan. The 1995 result was related to higher than  anticipated  expense
levels  and  additional  reserving  requirements  on our market  value  adjusted
annuities.  The increase in expenses was primarily attributable to improving our
service infrastructure and marketing related costs.

The 1994 loss is a result of additional  reserving of approximately $4.6 million
to cover the minimum death benefit exposure in the Company's  annuity  contracts
along with higher than expected general expenses  relative to sales volume.  The
additional  reserve  may be  required  from time to time,  within  the  variable
annuity market place, and is a result of volatility in the financial  markets as
it relates to the underlying separate account investments.  The Company achieved
profits in 1993 of $2 million which was expected.

Increasing  volume of annuity sales  results in higher assets under  management.
The fees realized on assets under management has resulted in annuity charges and
fees to increase 57%, 111% and 143% in 1995, 1994 and 1993, respectively.

Net investment income increased 23% and 88% in 1995 and 1994, respectively,  and
decreased  22% in 1993.  The  increase  in 1995 is a result of a higher  average
level of Company  bonds and  short-term  investments.  The increase in 1994 is a
result of an increase in the Company's bonds and short-term  investments,  which
were  $33.6   million  and  $29.1   million  at  December  31,  1994  and  1993,
respectively.  The  decrease  in  1993 is a  result  of the  need  to  liquidate
investments to support the cash needs required to fund the acquisition  costs on
the variable annuity business.

     Fee  income  has  increased  194%,  125% and 650% in 1995,  1994 and  1993,
respectively, as a result of income from transfer agency type activities.

Annuity benefits  represent  payments on annuity contracts with mortality risks,
this being the  immediate  annuity  with life  contingencies  and  supplementary
contracts with life contingencies.

Increase  in  annuity  policy  reserves  represent  change in  reserves  for the
immediate  annuity with life  contingencies,  supplementary  contracts with life
contingencies and minimum death benefit. During 1995 the Company entered into an
agreement to reinsure the guaranteed  minimum death benefit  exposure on most of
the variable annuity contracts. The costs associated with reinsuring the minimum
death  benefit  reserve  approximates  the change in the minimum  death  benefit
reserve during 1995,  thereby  having no significant  effect on the statement of
operations.  The significant  increase in 1994 reflects the required increase in
the minimum death benefit reserve on variable annuity  contracts.  This increase
covers the escalating death benefit in the product which was further enhanced as
a result of poor performance of the underlying  mutual funds within the variable
annuity contract.

Return credited to contractowners represents revenues on the variable and market
value adjusted  annuities  offset by the benefit payments and change in reserves
required on this business.  Also included are the benefit payments and change in
reserves on immediate annuity contracts without significant  mortality risks. In
1995, the Company earned a lower than anticipated  separate  account  investment
return on the market  value  adjusted  contracts  in support of the benefits and
required  reserves.  In  addition,  the 1995 result  includes an increase in the
required reserves associated with this product.

The  result  for  1994 was  better  than  anticipated  due to  separate  account
investment return on the market value adjusted  contracts being in excess of the
benefits and required reserves.

Underwriting,  acquisition and other  insurance  expenses for 1995 is made up of
$62.8 million of commissions and $42.2 million of general expenses offset by the
net  capitalization of deferred  acquisition costs totaling $69.2 million.  This
compares to the same period last year of $46.2 million of commissions  and $26.2
million  of  general  expenses  offset  by the net  capitalization  of  deferred
acquisition costs totaling $53.7 million.

Underwriting,  acquisition and other insurance  expenses in 1993 were made up of
$36.7 million of commissions and $19.3 million of general expenses offset by the
net capitalization of deferred acquisition costs totaling $46.3 million.

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

Liquidity and Capital Resources: The liquidity requirement of ASLAC was met
by cash from insurance operations, investment activities and borrowings from its
parent.

As previously  stated, the Company had significant growth during 1995. The sales
volume of $1.628 billion was primarily  (approximately  80%) variable  annuities
which carry a contingent  deferred  sales charge.  This type of product causes a
temporary  cash  strain in that 100% of the  proceeds  are  invested in separate
accounts  supporting the product  leaving a cash (but not capital) strain caused
by the  acquisition  cost for the new  business.  This cash strain  required the
Company to look beyond the insurance  operations and investments of the Company.
During 1995,  the Company  borrowed an additional $34 million from its parent in
the form of Surplus  Notes and extended  the  reinsurance  agreement  (which was
initiated  in 1993  and  1994)  along  with  entering  into a third  reinsurance
agreement with a large  reinsurer in support of its cash needs.  The reinsurance
agreements are modified  coinsurance  arrangements where the reinsurer shares in
the  experience  of a specific  book of business.  The income and expense  items
presented above are net of reinsurance.

The Company is  reviewing  various  options to fund the cash strain  anticipated
from the acquisition costs on the coming years' sales volume.

The tremendous growth of this young organization has depended on capital support
from its parent.

As of  December  31,  1995 and  December  31,  1994,  shareholder's  equity  was
$59,713,000 and $52,205,524  respectively,  which includes the carrying value of
the  state  insurance  licenses  in the  amount  of  $4,862,500  and  $5,012,500
respectively.

ASLAC has long term  surplus  notes with its  parent and a short term  borrowing
with an affiliate. No dividends have been paid to its parent company.

Segment Information: As of the date of this Prospectus, we offered only
variable and fixed deferred annuities and immediate annuities.

Reinsurance: The Company cedes reinsurance under modified coinsurance
arrangements.  The  reinsurance  arrangements  provide  additional  capacity for
growth in supporting  the cash flow strain from the Company's  variable  annuity
business. The reinsurance is effected under quota share contracts.

Effective January 1, 1995, the Company reinsured certain mortality risks.  These
risks result from the guaranteed  minimum death benefit  feature in the variable
annuity products.

The effect of the  reinsurance  agreements  on the Company's  operations  was to
reduce  annuity  charges  and fee  income,  death  benefit  expense,  and policy
reserves.

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

         Surplus  Notes:  During  1995,  the Company  received $34
million from its parent in exchange for three  surplus  notes.  The amounts were
$10 million,  $15 million and $9 million,  at interest rates of 7.52%, 7.49% and
7.47%, respectively.
Interest  expense for these notes was  $83,281 for the year ended  December  31,
1995.

     During 1994,  the Company  received $49 million from its parent in exchange
for four surplus notes,  two in the amount of $10 million,  one in the amount of
$15 million and one in the amount of $14  million,  at interest  rates of 7.28%,
7.90%,  9.13% and 9.78%,  respectively.  Interest  expense  for these  notes was
$4,319,612  and  $1,618,504  for the years  ended  December  31,  1995 and 1994,
respectively.

     During 1993,  the Company  received $20 million from its parent in exchange
for a surplus note in the amount of $20 million at a 6.84% interest rate.
Interest  expense for this note was  $1,387,000,  $1,387,000 and $11,400 for the
years ended December 31, 1995, 1994 and 1993, respectively.

Payment of interest and repayment of principal for these notes requires approval
by the Commissioner of the State of Connecticut.  In 1995,  approval was granted
for the payment of surplus note interest with the stipulation  that it be funded
through a capital contribution from the Parent.

     Reserves: We are obligated to carry on our statutory books, as liabilities,
actuarial  reserves  to meet our  obligations  on  outstanding  annuity  or life
insurance contracts. This is required by the life insurance laws and regulations
in the  jurisdictions  in which  we do  business.  Such  reserves  are  based on
mortality  and/or  morbidity  tables in  general  use in the United  States.  In
general,  reserves are computed amounts that, with additions from premiums to be
received,  and with  interest on such  reserves  compounded  at certain  assumed
rates,  are expected to be  sufficient to meet our policy  obligations  at their
maturities if death occurs in accordance with the mortality tables employed.  In
the accompanying  Financial Statements these reserves for policy obligations are
determined in accordance with generally accepted  accounting  principles and are
included in the  liabilities  of our separate  accounts and the general  account
liabilities for future benefits of annuity or life insurance contracts we issue.

     Competition: We are engaged in a business that is highly competitive due to
the large  number of insurance  companies  and other  entities  competing in the
marketing and sale of insurance  products.  There are approximately  2300 stock,
mutual and other types of insurers in the life insurance  business in the United
States.

     Employees:  As of December 31, 1995, we had 198 direct salaried  employees.
An affiliate,  American Skandia Information Services and Technology Corporation,
which  provides  services  almost  exclusively  to us,  had 67  direct  salaried
employees.

     Regulation: We are organized as a Connecticut stock life insurance company,
and are  subject  to  Connecticut  law  governing  insurance  companies.  We are
regulated and supervised by the Connecticut  Commissioner of Insurance. By March
1 of every  year,  we must  prepare  and  file an  annual  statement,  in a form
prescribed by the Connecticut Insurance Department,  which covers our operations
for the  preceding  calendar  year,  and must prepare and file our  statement of
financial  condition as of December 31 of such year. The Commissioner and his or
her  agents  have the  right at all times to  review  or  examine  our books and
assets.  A full  examination  of our operations  will be conducted  periodically
according to the rules and  practices of the National  Association  of Insurance
Commissioners ("NAIC"). We are subject to the insurance laws and various federal
and state  securities laws and regulations and to regulatory  agencies,  such as
the Securities and Exchange  Commission (the "SEC") and the Connecticut  Banking
Department, which administer those laws and regulations.

We can be assessed up to prescribed  limits for policyholder  losses incurred by
insolvent  insurers  under the insurance  guaranty fund laws of most states.  We
cannot predict or estimate the amount any such future assessments we may have to
pay. However,  the insurance  guaranty laws of most states provide for deferring
payment or  exempting  a company  from  paying  such an  assessment  if it would
threaten such insurer's financial strength.

Several states,  including  Connecticut,  regulate insurers and their affiliates
under insurance holding company laws and regulations. This applies to us and our
affiliates.  Under  such  laws,  inter-company  transactions,  such as  dividend
payments to parent  companies and  transfers of assets,  may be subject to prior
notice and approval, depending on factors such as the size of the transaction in
relation to the financial position of the companies.

Currently,  the federal  government  does not directly  regulate the business of
insurance.  However, federal legislative,  regulatory and judicial decisions and
initiatives  often have  significant  effects on our business.  Types of changes
that are most likely to affect our business include changes to: (a) the taxation
of life insurance  companies;  (b) the tax treatment of insurance products;  (c)
the  securities  laws,  particularly  as they  relate to  insurance  and annuity
products;  (d) the "business of insurance" exemption from many of the provisions
of the anti-trust  laws; (e) the barriers  preventing most banks from selling or
underwriting  insurance:  and (f) any initiatives  directed toward improving the
solvency  of  insurance  companies.   We  would  also  be  affected  by  federal
initiatives  that have impact on the ownership of or investment in United States
companies by foreign companies or investors.

Executive Officers and Directors:

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

<TABLE>
<CAPTION>
Name/                                                         Position with American Skandia
Age                                                            Life Assurance Corporation                       Principal Occupation

<S>     <C>                                                   <C>                                    <C>    <C> 
Alan Blank                                                    Employee                                           Vice President and,
47                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

    Mr. Blank joined us in 1994.  He previously held the position of Vice-Chairman at Liberty Securities.

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

Nancy F. Brunetti                                             Senior Vice President,            Senior Vice President, Business and
34                                                            Business and Application                      Application Development:
                                                              Development                                      American Skandia Life
                                                              Director (since February, 1996)                  Assurance Corporation

     Ms. Brunetti joined us in 1992.  She previously held the position of Senior Business Analyst at Monarch Life Insurance Company.

Malcolm M. Campbell                                           Director (since April, 1991)                   Director of Operations,
40                                                                                                           Assurance and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

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

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

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

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

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

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

Dianne B. Michael                                             Senior Vice President,                          Senior Vice President,
41                                                            Customer Service                                     Customer Service:
                                                              Director (since February, 1996)                  American Skandia Life
                                                                                                               Assurance Corporation

     Ms. Michael joined us in 1995.  She previously held the position of Vice President with J. P. Morgan Investment Management Inc.

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

M. Patricia Paez                                              Assistant Vice President                      Assistant Vice President
35                                                            and Corporate Secretary                       and Corporate Secretary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Don Thomas Peck                                               Employee                                               Vice President,
52                                                                                                           National Sales Manager:
                                                                                                                   American Skandia
                                                                                                             Marketing, Incorporated

   Mr. Peck joined us in 1995.  He previously held the position of Regional Vice President with MFS Financial Services Inc.

Rodney D. Runestad                                            Vice President and                                  Vice President and
46                                                            Valuation Actuary                                   Valuation Actuary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Hayward Sawyer                                                Employee                                            Vice President and
51                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

    Mr. Sawyer joined us in 1994.  He previously held the position of Regional Vice President with AIM Distributors, Inc.

Todd L. Slade                                                 Vice President,                                        Vice President,
38                                                            Applications Development                     Applications Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

Amanda C. Sutyak                                              Executive Vice President                      Executive Vice President
38                                                            and Deputy Chief                                      and Deputy Chief
                                                              Operating Officer,                                  Operating Officer:
                                                              Director (since July, 1991)                      American Skandia Life
                                                                                                               Assurance Corporation

C. Ake Svensson                                               Treasurer,                                   Vice President, Treasurer
45                                                            Director (since December, 1994)              and Corporate Controller:
                                                                                                         American Skandia Investment
                                                                                                                 Holding Corporation

    Mr. Svensson joined us in 1994.  He previously held the position of Senior Vice President with Nordenbanken.


Bayard F. Tracy                                               Senior Vice President,                          Senior Vice President,
48                                                            Institutional Sales,                Institutional Sales and Marketing:
                                                              Director (since October, 1994)                   American Skandia Life
                                                                                                               Assurance Corporation
</TABLE>

Executive Compensation

     Summary   Compensation  Table:  The  summary  table  below  summarizes  the
compensation  payable  to our Chief  Executive  Officer  and to the most  highly
compensated of our executive  officers whose  compensation  exceeded $100,000 in
the fiscal year immediately preceding the date of this Prospectus.

<TABLE>
<CAPTION>
                        <S>                          <C>                <C>                   <C>            <C>    
                        Name and Principal                              Annual                Annual         Other Annual
                             Position                Year               Salary                 Bonus         Compensation
                                                                          ($)                   ($)               ($)

                           Jan R. Carendi -           1995              $200,315
                             Chief Executive          1994               170,569
                             Officer                  1993               214,121

                           Gordon C. Boronow -        1995              $157,620
                             President and            1994               129,121
                             Chief Operating          1993               123,788
                             Officer

                           Lincoln R. Collins -       1995              $156,550
                             Senior Vice President    1994                92,700
                             Product Management       1993                72,100

                           N. David Kuperstock        1995              $133,120
                             Vice President,          1994               103,000
                             Product Development      1993                88,864

                           Bayard F. Tracy            1995              $168,052
                             Senior Vice President,   1994               127,050
                             Institutional Sales      1993               123,363
</TABLE>

     Long-Term  Incentive  Plans - Awards in the Last Fiscal Year: The following
table provides  information  regarding our long-term  incentive plan.  Units are
awarded to executive officers and other personnel. The table shows units awarded
to our Chief Executive Officer and the most highly  compensated of our executive
officers whose  compensation  exceeded  $100,000 in the fiscal year  immediately
preceding  the date of this  Prospectus.  This  program  is  designed  to induce
participants  to remain with the company  over long periods of time and to tie a
portion of their  compensation  to the fortunes of the company.  Currently,  the
program  consists of multiple  plans.  A new plan may be  instituted  each year.
Participants  are  awarded  units  at  the  beginning  of  a  plan.   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.  There
are certain exceptions, such as in cases of retirement or death.

Changes in the value of units  reflect  changes in the  "embedded  value" of the
company.  "Embedded  value" is the net asset  value of the  company  (valued  at
market value and not including the present  value of future  profits),  plus the
present  value of the  anticipated  future  profits  (valued  pursuant  to state
insurance  law) on its  existing  contracts.  Units  will not have any value for
participants  if  the  embedded  value  does  not  increase  by  certain  target
percentages  during the first four years of a plan. The target  percentages  may
differ between each plan. Any amounts available under a plan are paid out in the
fifth through eighth years of a plan.  Payments will be postponed if the payment
would exceed 20% of any profit (as determined  under state insurance law) earned
by the  company  in the prior  fiscal  year or 30% of the  individual's  current
salary year.  The amount to be received by a participant at the time any payment
is due will be the then current  number of units payable  multiplied by the then
current value of such units.



<PAGE>


<TABLE>
<CAPTION>
                                                                             ---------Estimated Future Payouts---------
       Name                Number of Units    Period Until Payout        Threshold          Target          Maximum
                                   (#)                                      ($)              ($)               ($)

<S>                             <C>               <C>                                    <C>     
Jan R. Carendi                  120,000           Various                                $648,060
Gordon C. Boronow               110,000           Various                                $561,558
Lincoln R. Collins               36,750           Various                                $198,807
N. David Kuperstock              32,000           Various                                $200,968
Bayard E. Tracy                  52,500           Various                                $286,263
</TABLE>

     Compensation  of Directors:  The following  directors  were  compensated as
shown below in 1995:

Malcolm M. Campbell    $4,000                Gunnar Moberg                $2,500
Henrik Danckwardt      $4,000

     Compensation   Committee   Interlocks   and  Insider   Participation:   The
compensation  committee  of our  board of  directors  as of  December  31,  1995
consisted of Malcolm M. Campbell and Henrik Danckwardt.

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

     (1)  General   Information   Regarding   American  Skandia  Life  Assurance
Corporation

     (2) Principal Underwriter

     (3) Calculation of Performance Data

     (4) Unit Price Determinations

     (5) Calculating the Market Value Adjustment

     (6) Independent Auditors

     (7) Legal Experts

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

FINANCIAL STATEMENTS: The financial statements which follow in Appendix A
are those of American  Skandia Life  Assurance  Corporation  for the years ended
December 31, 1995, 1994, and 1993,  respectively.  Financial  statements for the
Class 1  Sub-accounts  of  Separate  Account  B are  found in the  Statement  of
Additional Information.

<PAGE>
                                   APPENDIXES


 APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION




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


<PAGE>
                                   APPENDIX A

      FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION


<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 financial condition
of American  Skandia Life Assurance  Corporation (a  wholly-owned  subsidiary of
Skandia  Insurance  Company  Ltd.) as of  December  31,  1995 and 1994,  and the
related consolidated  statements of operations,  shareholder's  equity, and cash
flows for each of the three years in the period ended  December 31, 1995.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the consolidated financial position of American Skandia Life
Assurance  Corporation  as of December 31, 1995 and 1994, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1995 in conformity with generally accepted accounting principles.





DELOITTE & TOUCHE LLP
New York, New York
March 14, 1996
 

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>

                                                                                          AS OF DECEMBER 31,
                                                                                   1995                       1994
                                                                           ---------------------      ----------------------

ASSETS

Investments:
<S>                                                                      <C>                        <C>
   Fixed maturities - at amortized cost                                  $           10,112,705     $             9,621,865
   Investment in mutual funds - at market value                                       1,728,875                     840,637
   Short-term investments - at amortized cost                                        15,700,000                  24,000,000
                                                                           ---------------------      ----------------------

Total investments                                                                    27,541,580                  34,462,502

Cash and cash equivalents                                                            13,146,384                  23,909,463
Accrued investment income                                                               194,074                     173,654
Fixed assets                                                                             82,434                           0
Deferred acquisition costs                                                          270,222,383                 174,009,609
Reinsurance receivable                                                                1,988,042                           0
Receivable from affiliates                                                              860,991                     459,960
Income tax receivable                                                                   563,850                           0
State insurance licenses                                                              4,862,500                   5,012,500
Other assets                                                                          1,589,006                   1,261,513
Separate account assets                                                           4,699,961,646               2,625,127,128
                                                                           ---------------------      ----------------------

              Total Assets                                               $        5,021,012,890     $         2,864,416,329
                                                                           =====================      ======================


LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits                                $           30,493,018     $            11,422,381
Annuity policy reserves                                                              19,386,490                  24,054,255
Income tax payable                                                                            0                      36,999
Accounts payable and accrued expenses                                                32,816,517                  31,753,380
Payable to affiliates                                                                   314,699                     261,552
Payable to reinsurer                                                                 64,995,470                  40,105,406
Short-term borrowing-affiliate                                                       10,000,000                  10,000,000
Surplus notes                                                                       103,000,000                  69,000,000
Deferred contract charges                                                               332,050                     449,704
Separate account liabilities                                                      4,699,961,646               2,625,127,128
                                                                           ---------------------      ----------------------

              Total Liabilities                                                   4,961,299,890               2,812,210,805
                                                                           ---------------------      ----------------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                                  2,000,000                   2,000,000
Additional paid-in capital                                                           81,874,666                  71,623,932
Unrealized investment gains and losses                                                  111,359                    (41,655)
Foreign currency translation                                                          (328,252)                           0
Accumulated deficit                                                                (23,944,773)                (21,376,753)
                                                                           ---------------------      ----------------------

              Total Shareholder's Equity                                             59,713,000                  52,205,524
                                                                           ---------------------      ----------------------

              Total Liabilities and Shareholder's                        $        5,021,012,890     $         2,864,416,329
Equity
                                                                           =====================      ======================
</TABLE>
                 See notes to consolidated financial statements

                                       10


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                     FOR THE YEAR ENDED DECEMBER 31,
                                                                            1995                1994                 1993
                                                                       ----------------    ----------------     ---------------

REVENUES:
<S>                                                                  <C>                 <C>                  <C>
Annuity charges and fees                                             $      38,837,358   $      24,779,785    $     11,752,984
Fee Income                                                                   6,205,719           2,111,801             938,336
Net investment income                                                        1,600,674           1,300,217             692,758
Annuity premium income                                                               0              70,000             101,643
Net realized capital gains/(losses)                                             36,774             (1,942)             330,024
Other                                                                           64,882              24,550               1,269
                                                                       ----------------    ----------------     ---------------

     Total Revenues                                                         46,745,407          28,284,411          13,817,014
                                                                       ----------------    ----------------     ---------------


BENEFITS AND EXPENSES:
Benefits:
  Annuity benefits                                                             555,421             369,652             383,515
  Increase/(decrease) in annuity policy reserves                           (6,778,756)           5,766,003           1,208,454
  Cost of minimum death benefit reinsurance                                  2,056,606                   0                   0
  Return credited to contractowners                                         10,612,858           (516,730)             252,132
                                                                       ----------------    ----------------     ---------------

                                                                             6,446,129           5,618,925           1,844,101
                                                                       ----------------    ----------------     ---------------

Expenses:
  Underwriting, acquisition and other insurance expenses                    35,820,524          18,792,720           9,397,951
  Amortization of state insurance licenses                                     150,000             150,000             150,000
  Interest expense                                                           6,499,414           3,615,845             187,156
                                                                       ----------------    ----------------     ---------------

                                                                            42,469,938          22,558,565           9,735,107
                                                                       ----------------    ----------------     ---------------

     Total Benefits and Expenses                                            48,916,067          28,177,490          11,579,208
                                                                       ----------------    ----------------     ---------------

Income (loss) from operations before federal income taxes                  (2,170,660)             106,921           2,237,806

     Income tax                                                                397,360             247,429             182,965
                                                                       ----------------    ----------------     ---------------

Net income (loss)                                                    $     (2,568,020)   $       (140,508)    $      2,054,841
                                                                       ================    ================     ===============

</TABLE>
                 See notes to consolidated financial statements

                                     


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

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>
                                                                             FOR THE YEAR ENDED DECEMBER 31,
                                                                         1995               1994                1993
                                                                  -----------------    ---------------     ---------------

<S>                                                             <C>                  <C>                 <C>
Common stock, balance at beginning and end of year              $        2,000,000   $      2,000,000    $      2,000,000
                                                                  -----------------    ---------------     ---------------

Additional paid-in capital:
  Balance at beginning of year                                          71,623,932         71,623,932          67,623,932
  Additional contributions                                              10,250,734                  0           4,000,000
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                81,874,666         71,623,932          71,623,932
                                                                  -----------------    ---------------     ---------------

Unrealized investment gains and losses:
  Balance at beginning of year                                            (41,655)                  0                   0
  Change in unrealized investment gains and losses                         153,014           (41,655)                   0
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                   111,359           (41,655)                   0
                                                                  -----------------    ---------------     ---------------

Foreign currency translation:
  Balance at beginning of year                                                   0                  0                   0
  Change in foreign currency translation                                 (328,252)                  0                   0
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                                 (328,252)                  0                   0
                                                                  -----------------    ---------------     ---------------

Accumulated deficit:
  Balance at beginning of year                                        (21,376,753)       (21,236,245)        (23,291,086)
  Net income (loss)                                                    (2,568,020)          (140,508)           2,054,841
                                                                  -----------------    ---------------     ---------------

  Balance at end of year                                              (23,944,773)       (21,376,753)        (21,236,245)
                                                                  -----------------    ---------------     ---------------


      TOTAL SHAREHOLDER'S EQUITY                                $       59,713,000   $     52,205,524    $     52,387,687
                                                                  =================    ===============     ===============

</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 FLOWS
<TABLE>
<CAPTION>
                                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                                            1995                 1994                 1993
                                                                      ------------------  -------------------   -----------------
CASH FLOW FROM OPERATING ACTIVITIES:

<S>                                                                 <C>                   <C>                   <C>
  Net income (loss)                                                 $       (2,568,020)   $        (140,508)    $      2,054,841
  Adjustments  to  reconcile  net  income  (loss) to net cash
    used in  operating activities:
      (Decrease)/increase in annuity policy reserves                        (4,667,765)            6,004,603           4,223,289
      Decrease in policy and contract claims                                          0                    0            (52,400)
      Amortization of bond discount                                              23,449               21,964               6,754
      Amortization of state insurance licenses                                  150,000              150,000             150,000
      (Decrease)/increase in due to/from affiliates                           (347,884)              256,779           (397,125)
      Change in income tax payable/receivable                                 (600,849)               36,999                   0
      Increase in other assets                                                (409,927)            (742,041)           (220,172)
      (Increase)/decrease in accrued investment income                         (20,420)             (44,847)             154,902
      Change in reinsurance receivable                                      (1,988,042)                    0                   0
      Increase in accounts payables and accrued expenses                      1,063,137           13,396,502          14,005,962
      Change in deferred acquisition costs                                 (96,212,774)         (83,986,073)        (57,387,042)
      Change in deferred contract charges                                     (117,654)             (71,117)              13,898
      Change in foreign currency translation                                  (328,252)                    0                   0
      Realized (gain)/loss on sale of investments                              (36,774)                1,942           (330,024)
                                                                      ------------------  -------------------   -----------------

  Net cash used in operating activities                                   (106,061,775)         (65,115,797)        (37,777,117)
                                                                      ------------------  -------------------   -----------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                                      (614,289)          (1,989,120)         (6,847,630)
  Proceeds from the maturity of fixed maturity investments                      100,000            2,010,000                   0
  Proceeds from the sale of fixed maturity investments                                0                    0          10,971,574
  Purchase of shares in mutual funds                                        (1,566,194)            (922,822)                   0
  Proceeds from sale of shares in mutual funds                                  867,744               38,588                   0
  Purchase of short-term investments                                      (202,700,000)        (513,100,000)     (1,207,575,307)
  Sale of short-term investments                                            211,000,000          508,500,000       1,202,333,907
  Investments in separate accounts                                      (1,609,415,439)      (1,365,775,177)       (890,125,018)
                                                                      ------------------  -------------------   -----------------

  Net cash used in investing activities                                 (1,602,328,178)      (1,371,238,531)       (891,242,474)
                                                                      ------------------  -------------------   -----------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                          10,250,734                    0           4,000,000
  Surplus notes                                                              34,000,000           49,000,000          20,000,000
  Short-term borrowing                                                                0                    0          10,000,000
  Increase in payable to reinsurer                                           24,890,064           28,555,190          11,550,216
  Proceeds from annuity sales                                             1,628,486,076        1,372,873,747         890,639,947
                                                                      ------------------  -------------------   -----------------

  Net cash provided by financing activities                               1,697,626,874        1,450,428,937         936,190,163
                                                                      ------------------  -------------------   -----------------

Net increase/(decrease) in cash and cash equivalents                       (10,763,079)           14,074,609           7,170,572

Cash and cash equivalents at beginning of year                               23,909,463            9,834,854           2,664,282
                                                                      ------------------  -------------------   -----------------

Cash and cash equivalents at end of year                            $        13,146,384 $         23,909,463  $        9,834,854
                                                                      ==================  ===================   =================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid                                                   $           995,496 $            161,398  $          169,339
                                                                      ==================  ===================   =================

Interest paid                                                       $           540,319 $            557,639  $          111,667
                                                                      ==================  ===================   =================
</TABLE>

                 See notes to consolidated financial statements


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

                   Notes to Consolidated Financial Statements


1.       BUSINESS OPERATIONS

         American  Skandia  Life  Assurance  Corporation  (the  "Company")  is a
         wholly-owned   subsidiary  of  American  Skandia   Investment   Holding
         Corporation (the "Parent"),  which in turn is a wholly-owned subsidiary
         of Skandia Insurance Company Ltd., a Swedish corporation.

         The Company  develops  annuity products and issues its products through
         its  affiliated  broker/dealer  company,  American  Skandia  Marketing,
         Incorporated.  The Company  currently  issues variable,  fixed,  market
         value adjusted and immediate annuities.

         During 1995, Skandia Vida, S.A. de C.V. was formed by the ultimate
         parent Skandia Insurance Company Ltd.  The Company owns 99.9% ownership
         in Skandia Vida, S.A. de C.V. which is a life insurance company
         domiciled in Mexico.  This Mexican life insurer is a start up company
         with expectations of selling long term savings product within Mexico.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         A.       Basis of Reporting
                  ------------------

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

         B.       Investments
                  -----------

                  The Company has classified  its fixed maturity  investments as
                  held to  maturity as the Company has the ability and intent to
                  hold those  investments  to  maturity.  Such  investments  are
                  carried at amortized cost.

                  The Company has  classified  its mutual  fund  investments  as
                  available  for sale.  Such  investments  are carried at market
                  value and changes in unrealized  gains and losses are reported
                  as a component of shareholder's equity.

                  Short-term investments are reported at cost which approximates
                  market value.

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

                  The Company adopted Statement of Financial Accounting
                  Standards (SFAS) No. 115, "Accounting for Certain Investments
                  in Debt and Equity Securities", effective January 1, 1994. The
                  adoption of SFAS No. 115 had no impact on the Company's
                  financial statements.

                                      

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

             Notes to Consolidated Financial Statements (continued)


         C.       Cash Equivalents
                  ----------------

                  The  Company   considers   all  highly  liquid  time  deposits
                  purchased  with a maturity of three  months or less to be cash
                  equivalents.

         D.       State Insurance Licenses
                  ------------------------

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

         E.       Fixed Assets
                  ------------

                  Fixed Assets consisting of furniture,  equipment and leasehold
                  improvements are carried at cost and depreciated on a straight
                  line basis over a period of three to five  years.  Accumulated
                  depreciation  at December  31,  1995 and related  depreciation
                  expense for the year ended December 31, 1995 was $3,749.

         F.       Recognition of Revenue and Contract Benefits
                  --------------------------------------------

                  Annuity  contracts  without  significant  mortality  risk,  as
                  defined  by   Financial   Accounting   Standard  No.  97,  are
                  classified as  investment  contracts  (variable,  market value
                  adjusted  and  certain  immediate  annuities)  and those  with
                  mortality risk  (immediate  annuities) as insurance  products.
                  The policy of revenue  and  contract  benefit  recognition  is
                  described below.

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

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

                  Revenues  for  immediate   annuity   contracts   without  life
                  contingencies  consist of net investment income.  Revenues for
                  immediate annuity contracts with life contingencies consist of
                  single premium payments  recognized as annuity  considerations
                  when received.  Benefit reserves for these contracts are based
                  on the  Society  of  Actuaries  1983 - a Table with an assumed
                  interest rate of 8.25%.

                  Annuity   sales  were   $1,628,486,000,   $1,372,874,000   and
                  $890,640,000  for 1995, 1994 and 1993,  respectively.  Annuity
                  contract   assets  under   management   were   $4,704,044,000,
                  $2,661,161,000  and  $1,437,554,000 at December 31, 1995, 1994
                  and 1993, respectively.

                                       

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

             Notes to Consolidated Financial Statements (continued)

         G.       Deferred Acquisition Costs
                  --------------------------

                  The costs of acquiring new  business,  which vary with and are
                  primarily related to the production of new business, are being
                  amortized in relation to the present value of estimated  gross
                  profits.  These costs  include  commissions,  cost of contract
                  issuance,   and  certain  selling   expenses  that  vary  with
                  production.  Details of the deferred acquisition costs for the
                  years ended December 31 follow:

<TABLE>
<CAPTION>

                                                              1995             1994              1993
                                                              ----             ----              ----

<S>                                                        <C>             <C>                 <C>
                  Balance at beginning of year             $174,009,609    $ 90,023,536        $32,636,494

                  Acquisition costs deferred
                  during the year                           106,063,698      85,801,180         59,676,296

                  Acquisition costs amortized
                  during the year                             9,850,924       1,815,107          2,289,254
                                                          -------------  ---------------     -------------

                  Balance at end of year                   $270,222,383    $174,009,609        $90,023,536
                                                           ============    =============       ===========
</TABLE>

         H.       Deferred Contract Charges
                  -------------------------

                  Certain  contracts are assessed a front-end fee at the time of
                  issue.  These fees are  deferred and  recognized  in income in
                  relation to the present  value of estimated  gross  profits of
                  the  related  contracts.  Details  of  the  deferred  contract
                  charges for the years ended December 31 follow:
<TABLE>
<CAPTION>

                                                               1995              1994             1993
                                                               ----              ----             ----

<S>                                                            <C>              <C>               <C>
                  Balance at beginning of year                 $449,704         $520,821          $506,923

                  Contract charges deferred
                  during the year                                21,513           87,114           144,537

                  Contract charges amortized
                  during the year                               139,167          158,231           130,639
                                                              ---------        ---------         ---------

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

</TABLE>
                                      


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

             Notes to Consolidated Financial Statements (continued)


         I.       Separate Accounts
                  -----------------

                  Assets  and  liabilities  in  Separate  Account  are  shown as
                  separate  captions in the consolidated  statement of financial
                  condition.  The assets consist of long-term bonds, investments
                  in mutual funds and  short-term  securities,  all of which are
                  carried at market value.

                  Included in Separate  Account  liabilities is $586,233,752 and
                  $259,556,863  at  December  31,  1995 and 1994,  respectively,
                  relating to annuity contracts for which the  contractholder is
                  guaranteed a fixed rate of return.  Separate Account assets of
                  $588,835,051  and  $269,488,557 at December 31, 1995 and 1994,
                  respectively,  consisting  of  long  term  bonds,  short  term
                  securities, transfers due from general account and cash are in
                  support  of these  annuity  contracts,  as  pursuant  to state
                  regulation.

         J.       Income taxes
                  ------------

                  The Company is included in the consolidated federal income tax
                  return with all Skandia Insurance Company Ltd. subsidiaries in
                  the U.S.  The  federal  and  state  income  tax  provision  is
                  computed on a separate  return  basis in  accordance  with the
                  provisions of the Internal Revenue Code, as amended.  Prior to
                  1995, the Company filed a separate federal income tax return.

         K.       Translation of Foreign Currency
                  -------------------------------

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

         L.       Estimates
                  ---------

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

                                       


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

             Notes to Consolidated Financial Statements (continued)

         M.       Reinsurance
                  -----------

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

                  Effective  January  1, 1995,  the  Company  reinsured  certain
                  mortality  risks.  These  risks  result  from  the  guaranteed
                  minimum  death  benefit   feature  in  the  variable   annuity
                  products.

3.       INVESTMENTS

         The carrying value (amortized cost), gross unrealized gains (losses) 
         and estimated market value of investments in fixed maturities by 
         category as of December 31, 1995 and 1994 are shown below.  All 
         securities held at December 31, 1995 are publicly traded.

         Investments in fixed  maturities as of December 31, 1995 consist of the
         following:
<TABLE>
<CAPTION>
         <S>                           <C>               <C>                 <C>                    <C>  
                                                            Gross               Gross
                                       Amortized         Unrealized          Unrealized              Market
                                         Cost               Gains              Losses                 Value
         U.S. Government
         Obligations                   $ 4,304,731         $183,201              $1,778             $4,486,154

         Obligations of
         State and Political
         Subdivisions                      256,095                0               3,165                252,930

         Corporate
         Securities                      5,551,879           13,252                 346              5,564,785
                                     -------------       ----------            --------           ------------

         Totals                        $10,112,705         $196,453              $5,289            $10,303,869
                                       ===========         ========              ======            ===========
</TABLE>

         The amortized cost and market value of fixed maturities, by contractual
         maturity, at December 31, 1995 are shown below.
<TABLE>
<CAPTION>
         <S>                                         <C>                             <C>   
                                                        Amortized                        Market
                                                          Cost                            Value

         Due in one year or less                     $    379,319                    $    393,745

         Due after one through five years               6,358,955                       6,519,880

         Due after five through ten years               3,374,431                       3,390,244
                                                     ------------                   -------------

                                                      $10,112,705                     $10,303,869
                                                      ===========                     ===========
</TABLE>
                                       


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

             Notes to Consolidated Financial Statements (continued)


         Investments in fixed  maturities as of December 31, 1994 consist of the
         following:
<TABLE>
<CAPTION>
         <S>                           <C>               <C>                 <C>                    <C>
                                                           Gross               Gross
                                       Amortized         Unrealized          Unrealized              Market
                                         Cost               Gains              Losses                 Value
         U.S. Government
         Obligations                    $3,796,390           $2,119            $156,759             $3,641,750

         Obligations of
         State and Political
         Subdivisions                      261,852                0               9,156                252,696

         Corporate
         Securities                      5,563,623                0             547,023              5,016,600
                                       -----------       ----------           ---------            -----------

         Totals                         $9,621,865           $2,119            $712,938             $8,911,046
                                        ==========           ======            ========             ==========
</TABLE>
         Proceeds from maturities and sales of fixed maturity investments during
         1995,  1994  and  1993,  were  $100,000,  $2,010,000  and  $10,971,574,
         respectively.

<TABLE>
<CAPTION>

         Gross gains and gross losses realized were as follows:

         <S>               <C>                     <C>   
                                  Gross                 Gross
                                  Gains                Losses
                                  -----                ------
                                  
         1995              $           0           $         0

         1994              $           0           $         0

         1993                   $329,000           $         0

</TABLE>
                                       19


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

             Notes to Consolidated Financial Statements (continued)

         The  cost,   gross  unrealized  gains  (losses)  and  market  value  of
         investments  in mutual  funds at  December  31, 1995 and 1994 are shown
         below:
<TABLE>
<CAPTION>
        <S>                          <C>                 <C>                 <C>                <C>   
                                                            Gross               Gross
                                                         Unrealized          Unrealized          Market
                                         Cost               Gains              Losses             Value

         1995                        $1,617,516            $111,686           $     327         $1,728,875
                                     ==========            ========           =========         ==========

         1994                        $  882,292            $  4,483           $  46,138         $  840,637
                                     ==========            ========           =========         ==========
</TABLE>

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

         Mutual fund gross gains and gross losses were as follows:
<TABLE>
<CAPTION>
         <S>                     <C>                   <C>
                                  Gross                 Gross
                                  Gains                Losses
                                  -----                ------

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

         1994                   $    510               $ 2,452
                                ========               =======
</TABLE>

4.       NET INVESTMENT INCOME

         Additional  information  with respect to net investment  income for the
         years ended December 31, 1995, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
                                                       1995                    1994                    1993
                                                       ----                    ----                    ----
<S>                                                <C>                     <C>                       <C>     
         Fixed Maturities                          $   629,743             $   616,987               $409,552
         Mutual Funds                                   59,895                  12,049                      0
         Short-Term Investments                        256,351                 142,421                394,545
         Cash and Cash Equivalents                     730,581                 633,298                 15,034
         Interest on Policy Loans                        4,025                   1,275                  1,015
                                                 -------------           -------------             ----------

         Total Investment Income                     1,680,595               1,406,030                820,146

         Investment Expenses                            79,921                 105,813                127,388
                                                  ------------             -----------              ---------

         Net investment income                      $1,600,674              $1,300,217               $692,758
                                                    ==========              ==========               ========
</TABLE>
                                       

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

             Notes to Consolidated Financial Statements (continued)

5.       INCOME TAXES

         Deferred  income  taxes  reflect the net tax  effects of (a)  temporary
         differences  between the carrying amounts of assets and liabilities for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes, and (b) operating loss and tax credit carryforwards.  The tax
         effects of  significant  items  comprising  the Company's  deferred tax
         balance as of December 31, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
                                                                    1995                  1994
                                                                    ----                  ----
         Deferred Tax (Liabilities):
<S>                                                             <C>                   <C>          
             Deferred acquisition costs                         ($57,399,960)         ($37,885,053)
             Payable to reinsurer                                (19,802,861)          (12,754,591)
             Unrealized investment gains and losses                  (38,976)               14,579
             Other                                                  (308,304)             (214,505)
                                                              --------------        --------------

             Total                                              ($77,550,101)         ($50,839,570)
                                                                ------------          ------------

         Deferred Tax Assets:
             Deferred contract charge                          $     116,218         $     157,396
             Net separate account liabilities                     72,024,094            51,637,155
             Reserve for future contractowner benefits            10,672,556             3,997,833
             Net operating loss carryforward                               0             1,813,670
             AMT credit carryforward                                 286,094                     0
             Foreign exchange translation                            114,888                     0
             Other                                                 3,661,104               878,030
                                                                ------------         -------------

             Total                                               $86,874,954           $58,484,084
                                                                 -----------           -----------

             Net before valuation allowance                     $  9,324,853          $  7,644,514

             Valuation allowance                                  (9,324,853)           (7,644,514)
                                                                ------------          ------------

             Net deferred tax balance                      $               0     $               0
                                                           -----------------     -----------------
</TABLE>

         The significant components of federal tax expense are as follows:
<TABLE>
<CAPTION>
                                                              1995               1994               1993
                                                              ----               ----               ----

<S>                                                       <C>                  <C>                <C>     
         Current tax expense                              $   394,648          $184,771           $182,965

         Deferred tax benefit:
             (exclusive of the effects of
             the change in valuation allowance)            (1,680,339)         (365,288)          (404,480)

         Change in valuation allowance                      1,680,339           365,288            404,480
                                                          -----------        ----------          ---------

         Total deferred tax expense                                 0                 0                  0
                                                         ------------        ----------          ---------

         Total income tax expense                        $    394,648          $184,771           $182,965

                                                         ============          ========           ========
</TABLE>
                                       

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

             Notes to Consolidated Financial Statements (continued)

         The state income tax expense was $2,712 and $62,658 for the years ended
         1995 and 1994, respectively.

         The federal 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>
                                                               1995              1994               1993
                                                               ----              ----               ----
<S>                                                        <C>                 <C>              <C>       
         Income (loss) before taxes                        ($2,170,660)        $106,921         $2,237,806
             Income tax rate                                        35%              35%                35%
                                                           ------------       ----------        -----------

         Tax expense at federal
             statutory income tax rate                        (759,731)          37,422            783,232

         Tax effect of:

             Permanent tax differences                        (253,101)         (82,188)            63,535

             Difference between financial
                statement and taxable income                 2,986,464        3,161,331          2,414,254

             Utilization of net operating
                loss carryforwards                          (1,487,144)      (3,116,565)        (3,261,021)

             Utilization of AMT credits                        (91,840)               0                  0

         Alternative minimum tax                                     0          184,771            182,965
                                                        --------------      -----------        -----------

         Income tax expense                                $   394,648       $  184,771         $  182,965
                                                           ===========       ==========         ==========
</TABLE>

6.       RELATED PARTY TRANSACTIONS

         Certain operating costs (including  personnel,  rental of office space,
         furniture,  and equipment) and investment expenses have been charged to
         the  Company  at cost by  American  Skandia  Information  Services  and
         Technology  Corporation,  an  affiliated  company;  and  likewise,  the
         Company has charged  operating  costs to  American  Skandia  Investment
         Services,  Incorporated,  an affiliated  company.  Income  received for
         these items was  $396,573,  $248,799  and  $146,134 for the years ended
         December 31, 1995, 1994 and 1993,  respectively.  The total cost to the
         Company for these items was $12,687,337,  $8,524,840 and $3,537,566 for
         the years ended December 31, 1995, 1994 and 1993, respectively. Amounts
         receivable from  affiliates  under this  arrangement  were $857,156 and
         $317,285  as of  December  31,  1995 and  1994,  respectively.  Amounts
         payable to affiliates under this arrangement were $304,525 and $261,552
         as of December 31, 1995 and 1994, respectively.

                                       

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

             Notes to Consolidated Financial Statements (continued)

7.       LEASES

         The Company leases office space under a lease agreement  established in
         1989 with an  affiliate  (American  Skandia  Information  Services  and
         Technology Corporation).  The lease expense for 1995, 1994 and 1993 was
         $1,265,771, $961,080 and $280,363,  respectively.  Future minimum lease
         payments  per year and in  aggregate  as of  December  31,  1995 are as
         follows:

                           1996                               1,178,550
                           1997                               1,178,550
                           1998                               1,178,550
                           1999                               1,178,550
                           2000 and thereafter                6,831,312
                                                            -----------

                           Total                            $11,545,512
                                                            ===========

8.       RESTRICTED ASSETS

         In  order  to  comply  with  certain   state   insurance   departments'
         requirements, the Company maintains bonds/notes on deposit with various
         states. The carrying value of these deposits amounted to $3,267,357 and
         $3,410,135  as of December  31,  1995,  and 1994,  respectively.  These
         deposits  are  required  to  be  maintained   for  the   protection  of
         contractowners within the individual states.

9.       RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         Statutory basis shareholder's equity was $132,493,899,  $95,001,971 and
         $60,666,243 at December 31, 1995, 1994 and 1993, respectively.

         The statutory  basis net income (loss) was  ($7,183,003),  ($9,789,297)
         and  $387,695 for the years ended  December  31,  1995,  1994 and 1993,
         respectively.

         Under state insurance laws, the maximum amount of dividends that can be
         paid  shareholders  without  prior  approval  of  the  state  insurance
         departments is subject to  restrictions  relating to statutory  surplus
         and net gain from  operations.  At December 31, 1995, no amounts may be
         distributed without prior approval.

10.      EMPLOYEE BENEFITS

         In 1989, the Company  established a 401(k) plan for which substantially
         all  employees  are  eligible.  Company  contributions  to this plan on
         behalf of the participants were $627,161, $431,559 and $250,039 for the
         years ended December 31, 1995, 1994 and 1993, respectively.

         The Company has a long-term  incentive  plan where units are awarded to
         executive  officers  and  other  personnel.  The  program  consists  of
         multiple  plans.  A  new  plan  is  instituted  each  year.  Generally,
         participants  must remain  employed by the Company or its affiliates at
         the time such units are payable in order to receive any payments  under
         the plan. The accrued  liability  representing the value of these units
         is  $4,600,831  and  $1,564,407  as of  December  31,  1995  and  1994,
         respectively.
                                       

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

             Notes to Consolidated Financial Statements (continued)

         In 1994, the Company established a deferred  compensation plan which is
         available to the internal field marketing  staff and certain  officers.
         Company  contributions to this plan on behalf of the participants  were
         $139,209 in 1995 and $106,882 in 1994.

11.      REINSURANCE

         The effect of the  reinsurance  agreements on the Company's  operations
         was to reduce annuity charges and fee income, death benefit expense and
         policy reserves. The effect of reinsurance for the years ended December
         31, 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                     1995
- ----------------------------------------------------------------------------------------------
         <S>               <C>                     <C>                      <C> 
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners
                           ----------------         ---------------         -----------------

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

                                1994                      1993
                           ----------------        ----------------
                                Annuity                 Annuity
                           Charges and Fees        Charges and Fees
                           ----------------        ----------------

         Gross                $30,116,166             $12,446,277
         Ceded                  5,336,381                  693,293
                            -------------            -------------
         Net                  $24,779,785             $11,752,984
                              ===========             ===========


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

                                      


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

             Notes to Consolidated Financial Statements (continued)

12.      SURPLUS NOTES

         During 1995, the Company received $34 million from its parent in 
         exchange for three surplus notes.  The amounts were $10 million, $15
         million and $9 million, at interest rates of 7.52%, 7.49% and 7.47%, 
         respectively.  Interest expense for these notes was $83,281 for the 
         year ended December 31, 1995.

         During  1994,  the  Company  received  $49  million  from its parent in
         exchange for four surplus notes, two in the amount of $10 million,  one
         in the amount of $15 million and one in the amount of $14  million,  at
         interest rates of 7.28%, 7.90%, 9.13% and 9.78%, respectively. Interest
         expense for these notes was  $4,319,612  and  $1,618,504  for the years
         ended December 31, 1995 and 1994, respectively.

         During  1993,  the  Company  received  $20  million  from its parent in
         exchange  for a surplus  note in the  amount of $20  million at a 6.84%
         interest  rate.   Interest   expense  for  this  note  was  $1,387,000,
         $1,387,000 and $11,400 for the years ended December 31, 1995,  1994 and
         1993, respectively.

         Payment of interest and repayment of principal for these notes requires
         approval  by the  Commissioner  of the State of  Connecticut.  In 1995,
         approval was granted for the payment of surplus note  interest with the
         stipulation that it be funded through a capital  contribution  from the
         Parent.

13.      SHORT-TERM BORROWING

         During 1993, the Company received a $10 million loan from Skandia AB, a
         Swedish affiliate. Upon the last renewal the loan became payable to the
         Parent  rather than  Skandia AB. The loan  matures on March 6, 1996 and
         bears interest at 6.75.%. The total interest expense to the Company was
         $709,521,  $569,618 and $149,861 for the years ended December 31, 1995,
         1994 and 1993, respectively,  of which $219,375 and $50,174 was payable
         as of December 31, 1995 and 1994, respectively.

14.      CONTRACT WITHDRAWAL PROVISIONS

         Approximately  98% of the Company's  separate  account  liabilities are
         subject to  discretionary  withdrawal  with market value  adjustment by
         contractholders.  Separate  account  assets which are carried at market
         value are adequate to pay such withdrawals  which are generally subject
         to surrender  charges  ranging from 7.5% to 1% for contracts  held less
         than 7 years.

                                       


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

             Notes to Consolidated Financial Statements (continued)

15.      QUARTERLY FINANCIAL DATA (UNAUDITED)

         The  following  table  summarizes   information  with  respect  to  the
         operations of the Company.
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                             ------------------
                1995                              March 31            June 30         September 30       December 31
                ----                              --------            -------         ------------       -----------

         Premiums and other insurance
<S>                                             <C>                   <C>              <C>               <C>        
            revenues                            $  8,891,903          $10,066,478      $11,960,530       $14,189,048
         Net investment income                       551,690              434,273          293,335           321,376
         Net realized capital gains (losses)         (16,082)                (370)          44,644             8,582
                                               -------------     ----------------   --------------   ---------------
         Total revenues                         $  9,427,511          $10,500,381      $12,298,509       $14,519,006
                                                ============          ===========      ===========       ===========

         Benefits and expenses                   $11,438,798         $  9,968,595      $11,600,587       $15,908,087
                                                 ===========         ============      ===========       ===========

         Net income (loss)                      ($ 2,026,688)       $     531,486    $     678,312       ($1,751,130)
                                                 ============       =============    =============       ===========

                                                                             Three Months Ended
                1994                              March 31            June 30         September 30       December 31
                ----                              --------            -------         ------------       -----------
         Premiums and other insurance
            revenues                              $5,594,065           $6,348,777       $7,411,686        $7,631,608
         Net investment income                       252,914              336,149          264,605           446,549
         Net realized capital gains (losses)               0              (30,829)          25,914             2,973
                                            -----------------       -------------    --------------    -------------
         Total revenues                           $5,846,979           $6,654,097       $7,702,205        $8,081,130
                                                  ==========           ==========       ==========        ==========

         Benefits and expenses                    $5,701,460           $7,883,829       $8,157,535        $6,434,666
                                                  ==========           ==========       ==========        ==========

         Net income (loss)                       $   104,636          ($1,257,768)       ($503,793)       $1,516,417
                                                 ============         ===========        =========        ==========
</TABLE>

<PAGE>


                                   APPENDIX B

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


Short  descriptions  of the series of the Life & Annuity  Trust,  the applicable
portfolios of the American  Skandia Trust and the Growth  portfolio of The Alger
American Fund are found below.

Please  refer  to the  prospectuses  of each  underlying  mutual  fund  for more
complete details on expenses,  investment policies,  and risk factors applicable
to  certain  portfolios.  Additional  underlying  mutual  fund  prospectuses  or
Statements of Additional  Information may be obtained by calling  1-800-680-8920
or  writing  to us at P.O.  Box  883,  Attention:  Stagecoach  Variable  Annuity
Administration, Shelton, Connecticut, 06484-0883.

Life & Annuity Trust

Asset Allocation Fund: The Asset Allocation Fund seeks over the long-term a high
level of total return,  including net realized and unrealized  capital gains and
net  investment  income,  consistent  with  reasonable  risk.  The Fund seeks to
achieve its objective by pursuing an asset allocation strategy. This strategy is
based upon the premise that certain  asset  classes from time to time are under-
or over- valued relative to each other by the market, and that undervalued asset
classes  represent   relatively  better  long-term,   risk-adjusted   investment
opportunities.  Timely, low-cost shifts among common stocks, U.S. Treasury bonds
and money market instruments (as determined by their perceived relative over- or
under- valuation) can, therefore,  produce attractive investment returns.  Using
this  strategy,  BZW  Barclays  Global  Fund  Advisors  ("BGFA"),  as the Fund's
investment  sub-adviser,  regularly  determines  the  appropriate  mix of  asset
classes and the Fund's portfolio is periodically adjusted to achieve this mix.
The Fund is not designed to profit from short-term market changes.

In determining  the appropriate  mix, BGFA uses an investment  model (the "Asset
Allocation  Model") developed over the past 20 years, which is also used by BGFA
as  a  basis  for  managing  large  employee   benefit  trust  funds  and  other
institutional  accounts.  The Asset  Allocation  Model,  which is proprietary to
BGFA,  analyzes extensive  financial data from numerous sources and recommends a
portfolio  allocation among common stocks,  U.S. Treasury bonds and money market
instruments.   As  further  described  in  the  Fund's  "Prospectus  Appendix  -
Additional  Investment  Policies,"  BGFA bases its  investment  decisions on the
Asset Allocation  Model's results.  At any given time,  substantially all of the
Fund's  assets  may be  invested  in a  single  asset  class  and  the  relative
allocation among the asset classes may shift significantly from time to time.

Growth and Income Fund:  The Growth and Income Fund seeks to earn current income
and achieve long-term capital  appreciation.  It seeks to achieve this objective
by investing primarily in common stocks and preferred stocks and debt securities
that are convertible  into common stocks.  Under normal market  conditions,  the
Fund  invests at least 65% of its total assets in common  stocks and  securities
which are convertible into common stocks and at least 65% of its total assets in
income-producing  securities.  Up to 10% of the Fund's assets may be invested in
securities  of foreign  issuers.  The Growth and Income  Fund  invests in common
stocks of  issuers  that  exhibit a strong  earnings  growth  trend and that are
believed by Wells Fargo  Bank,  as  investment  adviser,  to have above  average
prospects for future earnings  growth.  The Fund maintains a portfolio of common
stocks diversified among industries and companies. The Fund may invest in common
stocks of large companies (i.e.,  those companies with more that $750 million in
capitalization) that Wells Fargo Bank believes offer the potential for long-term
earnings growth or  above-average  dividend yield.  Some investments also may be
made in  common  stocks of medium  and  smaller  sized  companies  (i.e.,  those
companies   with  at  least  $250  million,   but  less  than  $750  million  in
capitalization  ) that appear to have the  potential to generate  high levels of
future revenue and earnings growth and where the investment  opportunity may not
be fully  reflected in the price of the securities but that may involve  greater
risks than investments in larger  companies.  The Growth and Income Fund intends
generally to invest less than 50% of its assets in the  securities of medium and
smaller  sized  companies  and the  remainder  in  securities  of  larger  sized
companies.  However,  the actual  percentages  may vary  according to changes in
market conditions and the judgment of the Fund's investment  adviser of how best
to achieve the Fund's investment objective.  The Growth and Income Fund may also
invest in convertible  securities  that provide current income and are issued by
companies  with the  characteristics  described  above  and  that  have a strong
earnings  and credit  record.  At most,  5% of the  Fund's  net  assets  will be
invested in  convertible  debt  securities  that are either rated below the four
highest  rating  categories  by one or more  nationally  recognized  statistical
rating  organizations,  such as Moody's  Investor  Service,  Inc.  or Standard &
Poor's  Corporation (which includes  securities also known as "junk bonds"),  or
unrated securities determined by Wells Fargo Bank to be of comparable quality.

Money Market Fund: The Money Market Fund seeks to provide  investors with a high
level of income,  while  preserving  capital  and  liquidity,  by  investing  in
high-quality,  short-term instruments.  The Fund only invests its assets in U.S.
dollar-denominated,  high-quality  money market  instruments,  and may engage in
certain other  investment  activities as described in the Prospectus.  Permitted
investments  consist of  obligations  of the U.S.  Government,  its  agencies or
instrumentalities (including government-sponsored  enterprises),  obligations of
domestic and foreign banks,  commercial  paper,  and  repurchase  agreements and
other debt obligations such as municipal  obligations,  asset-backed  securities
and securities issued by special purpose  entities.  The Fund also may invest in
unrated  instruments  determined by Wells Fargo Bank to be of comparable quality
to other rated  instruments that the Fund is permitted to purchase and otherwise
purchased  in  accordance  with Fund  procedures.  The Money  Market Fund is not
insured or guaranteed by the U.S.  Government.  There can be no assurance that a
stable net asset value will be maintained.  A more complete description of these
investments  and  investment  activities is contained in the Fund's  "Prospectus
Appendix - Additional Investment Policies" and in the Fund's SAI.

U.S. Government  Allocation Fund: The U.S. Government Allocation Fund seeks over
the  long-term  a high  level  of  total  return,  including  net  realized  and
unrealized capital gains and net investment  income,  consistent with reasonable
risk.  The Fund seeks to  achieve  its  objective  by  pursuing  a  strategy  of
allocating and reallocating its investments among the following three classes of
debt instruments: long-term U.S. Treasury bonds, intermediate-term U.S. Treasury
notes, and short-term money market instruments.  This strategy is based upon the
premise  that those  classes of debt  securities  from time to time are over- or
under-valued  relative to each other by the market,  and that under-valued asset
classes represent relatively better long-term investment opportunities.  Timely,
low-cost shifts among such securities (as determined by their perceived relative
over- or under-valuation) can, therefore produce attractive long-term investment
returns.  Using this strategy,  BGFA regularly determines the appropriate mix of
asset classes, and the Fund's portfolio is periodically adjusted to achieve this
mix. Under normal market conditions,  the Fund invests at least 65% of the value
of  its  total  assets  in  U.S.  Government  obligations.  In  determining  the
appropriate mix, BGFA, as the Fund's investment sub-adviser,  uses an investment
model, the U.S.  Government  Allocation  Model,  which is also used by BGFA as a
basis for managing  large employee  benefit trust funds and other  institutional
accounts.  The model, which is proprietary to BGFA,  analyzes risk,  correlation
and expected return data and recommends a portfolio  allocation  among the three
classes of debt  instruments.  As further  described  in the Fund's  "Prospectus
Appendix - Additional  Investment Policies," BGFA bases its investment decisions
on the  model's  results.  At any given  time,  substantially  all of the Fund's
assets may be invested in a single  asset  class,  and the  relative  allocation
among the asset classes may shift  significantly  from time to time. The Fund is
not designed to profit from  short-term  market  changes.  The Fund may purchase
U.S. Treasury bonds with remaining maturities of at least 20 years. Under normal
market conditions,  the dollar-weighted  average maturity of this portion of the
Fund's  portfolio  is  expected to range  between 22 and 28 years.  The Fund may
purchase U.S. Treasury notes and other U.S.  Treasury  securities with remaining
maturities  ranging from one to 20 years.  Under normal market  conditions,  the
dollar-weighted  average  maturity of this  portion of the Fund's  portfolio  is
expected  to range  between  three  and  seven  years.  The  Fund  may  purchase
short-term  money market  instruments  with remaining  maturities of one year or
less. The Fund also may enter into futures and options  contracts and options on
futures  contracts and make margin  payments in connection  with such contracts,
invest  in  unrated  instruments  determined  by  the  Fund's  adviser  to be of
investment  quality  comparable  to  other  rated  instruments  that the Fund is
permitted  to  purchase,  and  purchase  securities  on a  delayed  delivery  or
when-issued basis.

American Skandia Trust

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

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

T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe Price International  Equity Portfolio is to seek total return on its assets
from long-term growth of capital and income,  principally through investments in
common stocks of established, non-U.S. companies. Investments may be made solely
for capital appreciation or solely for income or any combination of both for the
purpose of achieving a higher overall  return.  Total return consists of capital
appreciation or depreciation, dividend income, and currency gains or losses. The
Portfolio  intends to  diversify  investments  broadly  among  countries  and to
normally have at least three different  countries  represented in the Portfolio.
The Portfolio may invest in countries of the Far East and Western Europe as well
as South  Africa,  Australia,  Canada  and  other  areas  (including  developing
countries). Under unusual circumstances,  the Portfolio may invest substantially
all of its assets in one or two countries.

Founders Capital  Appreciation  Portfolio:  The investment objective of Founders
Capital  Appreciation  Portfolio is capital  appreciation.  The  portfolio  will
normally  invest  at least 65% of its  total  assets  in  common  stocks of U.S.
companies  with market  capitalizations  of $1.5  billion or less.  These stocks
normally will be traded in the  over-the-counter  market. Since it may engage in
short-term  trading,  the portfolio may have annual portfolio  turnover rates in
excess of 100%.

INVESCO Equity Income Portfolio:  The investment objective of the INVESCO Equity
Income Portfolio is to seek high current income while following sound investment
practices.   Capital  growth   potential  is  an   additional,   but  secondary,
consideration in the selection of portfolio  securities.  The portfolio seeks to
achieve its objective by investing in securities which will provide a relatively
high-yield and stable return and which, over a period of years, may also provide
capital appreciation.  The portfolio normally will invest between 60% and 75% of
its assets in dividend-paying,  marketable common stocks of domestic and foreign
industrial  issuers.  The  portfolio  also  will  invest in  convertible  bonds,
preferred  stocks and debt  securities.  The portfolio may depart from the basic
investment objective and assume a defensive position with a large portion of its
assets  temporarily  invested  in high  quality  corporate  bonds,  or notes and
government issues, or held in cash. The portfolio's investments in common stocks
may decline in value.  To minimize the risk this  presents,  the portfolio  only
invests in  dividend-paying  common  stocks of domestic  and foreign  industrial
issuers  which  are  marketable,  and  will  not  invest  more  than  5% of  the
portfolio's  assets in the securities of any one company or more than 25% of the
portfolio's  assets in any one industry.  The  portfolio's  investments  in debt
securities will generally be subject to both credit risk and market risk.  There
are no  fixed-limitations  regarding portfolio  turnover.  The rate of portfolio
turnover may fluctuate as a result of constantly  changing  economic  conditions
and market circumstances.  Securities initially satisfying the portfolio's basic
objectives and policies may be disposed of when they are no longer suitable.  As
a result, it is anticipated that the portfolio's  annual portfolio turnover rate
may be in  excess  of 100%,  and may be  higher  than  that of other  investment
companies   seeking   current   income  with  capital   growth  as  a  secondary
consideration.  Increased  portfolio turnover would cause the portfolio to incur
greater brokerage costs than would otherwise be the case.

PIMCO Total Return Bond Portfolio:  The investment  objective of the PIMCO Total
Return Bond Portfolio is to seek to maximize total return. A secondary objective
is  preservation  of  capital.  The  Sub-advisor  will  seek to  employ  prudent
investment  management  techniques,  especially  in light of the broad  range of
investment  instruments in which the portfolio may invest. The proportion of the
portfolio's  assets  committed  to  investment  in  securities  with  particular
characteristics (such as maturity,  type and coupon rate) will vary based on the
outlook for the U.S.  and foreign  economies,  the  financial  markets and other
factors.  The portfolio  will invest at least 65% of its assets in the following
types of  securities  which may be issued by  domestic or foreign  entities  and
denominated  in  U.S.  dollars  or  foreign  currencies:  securities  issued  or
guaranteed by the U.S. Government, its agencies or instrumentalities;  corporate
debt securities;  corporate  commercial paper;  mortgage and other  asset-backed
securities;  variable and floating rate debt  securities;  bank  certificates of
deposit; fixed time deposits and bankers' acceptances; repurchase agreements and
reverse  repurchase  agreements;  obligations  of foreign  governments  or their
subdivisions,   agencies  and   instrumentalities,   international  agencies  or
supranational  entities;  and  foreign  currency  exchange-related   securities,
including foreign currency warrants.  The portfolio will invest in a diversified
portfolio of  fixed-income  securities  of varying  maturities  with a portfolio
duration  from three to six years.  The portfolio may invest up to 20% of assets
in corporate debt securities that are rated below investment grade (i.e.,  rated
below Baa by Moody's or BBB by S&P or, if unrated, determined by the Sub-advisor
to be of comparable  quality).  These  securities  are regarded as high risk and
predominantly  speculative  with respect to the issuer's  continuing  ability to
meet  principal and interest  payments (see the underlying  fund  prospectus for
details).

PIMCO Limited  Maturity Bond  Portfolio:  The investment  objective of the PIMCO
Limited Maturity Bond Portfolio is to seek to maximize total return,  consistent
with preservation of capital and prudent  investment  management.  The portfolio
will  invest  at  least  65% of its  total  assets  in the  following  types  of
securities,  which may be issued by domestic or foreign entities and denominated
in U.S. dollars or foreign  currencies:  securities  issued or guaranteed by the
U.S.   Government,   its  agencies  or   instrumentalities   ("U.S.   Government
securities");  corporate debt securities;  corporate commercial paper;  mortgage
and other asset-backed  securities;  variable and floating rate debt securities;
bank  certificates  of deposit,  fixed time  deposits and bankers'  acceptances;
repurchase agreements and reverse repurchase agreements;  obligations of foreign
governments or their subdivisions, agencies and instrumentalities, international
agencies  or  supranational  entities;  and  foreign  currency  exchange-related
securities, including foreign currency warrants.

The  portfolio  may hold  different  percentages  of its assets in these various
types of securities,  and may invest all of its assets in derivative instruments
or in mortgage- or asset-backed securities.  There are special risks involved in
these instruments. The portfolio will invest in a diversified portfolio of fixed
income  securities of varying  maturities with a portfolio  duration from one to
three years.  The portfolio may invest up to 10% of its assets in corporate debt
securities  that are  rated  below  investment  grade  but  rated B or higher by
Moody's  or  S&P  (or,  if  unrated,  determined  by  the  Sub-advisor  to be of
comparable  quality).  The  portfolio may also invest up to 20% of its assets in
securities  denominated in foreign currencies.  The "total return" sought by the
portfolio  will consist of interest and dividends  from  underlying  securities,
capital  appreciation  reflected in  unrealized  increases in value of portfolio
securities  (realized by the  shareholder  only upon selling shares) or realized
from the purchase  and sale of  securities,  and use of futures and options,  or
gains from favorable  changes in foreign  currency  exchange rates The portfolio
may invest directly in U.S. dollar- or foreign currency-denominated fixed income
securities of non-U.S. issuers. The portfolio will limit its foreign investments
to  securities  of  issuers  based  in  developed  countries   (including  Newly
Industrialized  Countries,  "NICs",  such as Taiwan,  South  Korea and  Mexico).
Investing in the securities of issuers in any foreign country  involves  special
risks.

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

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

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

The Alger American Fund

Alger American Growth Portfolio:  The investment objective of the Alger American
Growth  Portfolio is long-term  capital  appreciation.  Except during  temporary
defensive periods, the Portfolio invests at least 65 percent of its total assets
in  equity  securities  of  companies  that,  at the  time  of  purchase  of the
securities,  have total  market  capitalization  of $1 billion or  greater.  The
Portfolio  may  invest up to 35% of its total  assets  in equity  securities  of
companies  that, at the time of purchase,  have total market  capitalization  of
less than $1 billion  and in excess of that  amount  (up to 100% of its  assets)
during temporary defensive periods.


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                   American Skandia Life Assurance Corporation
                          Attention: Stagecoach Annuity
                                  P.O. Box 883
                           Shelton, Connecticut 06484

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            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT
           CONTAINS FURTHER DETAILS ABOUT THE AMERICAN SKANDIA ANNUITY
                   DESCRIBED IN PROSPECTUS WFVXT PROS (5/96).
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<PAGE>

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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                  P.O. Box 883
                           Shelton, Connecticut 06484


Issued by:                                                          Serviced at:

AMERICAN SKANDIA LIFE                                      AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION                                      ASSURANCE CORPORATION
One Corporate Drive                                                 P.O. Box 883
Shelton, Connecticut 0                                Shelton, Connecticut 06484
Telephone: 1-800-680-8                                Telephone:  1-800-680-8920

                                 Distributed by:

                    AMERICAN SKANDIA MARKETING, INCORPORATED
                               One Corporate Drive
                           Shelton, Connecticut 06484
                            Telephone: (203) 926-1888


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


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