AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
497, 1996-12-27
INSURANCE CARRIERS, NEC
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ASAP (12/96)    (this Supplement replaces the Supplement dated October 15, 1996)


                   Supplement to Prospectus Dated May 1, 1996
                       Supplement dated January 2, 1997

                    A. CHANGES IN VARIABLE INVESTMENT OPTIONS

The  following  changes were approved by a vote of  shareholders  on October 11,
1996 regarding the following  portfolios of the American  Skandia Trust ("AST"),
one of the  underlying  mutual  funds whose  portfolios  are made  available  as
variable investment options under your Annuity:

I. Changes in the AST Phoenix  Balanced Asset  Portfolio:  Reappointed  American
Skandia Investment Services, Incorporated (the "Manager") as investment manager;
increased  the  investment  management  fee on average daily net assets over $75
million;  appointed Putnam Investment Management,  Inc. ("Putnam Management") as
new portfolio  Sub-advisor;  changed the  portfolio's  investment  objective and
certain fundamental investment restrictions; and changed the portfolio's name to
the "AST Putnam  Balanced  Portfolio."  The "Total Annual  Expenses  without any
applicable  reimbursement" for this portfolio will increase from 0.94% to 0.99%,
resulting in a corresponding  increase of  approximately  $0, $1, $2, and $4 per
$1000 investment in the 1, 3, 5 and 10 year Expense Examples for the portfolio.

II.  Changes  in  the  Seligman   Henderson   International   Equity  Portfolio:
Reappointed the Manager as investment  manager;  appointed Putnam  Management as
new portfolio  Sub-advisor;  changed the  portfolio's  investment  objective and
certain fundamental investment restrictions; and changed the portfolio's name to
the "AST Putnam International Equity Portfolio."

III.  Changes  in the  Seligman  Henderson  International  Small Cap  Portfolio:
Reappointed  the  Manager  as  investment  manager;   appointed  Founders  Asset
Management,   Inc.  as  new  portfolio  Sub-advisor;   changed  the  portfolio's
investment  objective  and  certain  fundamental  investment  restrictions;  and
changed the portfolio's name to the "Founders Passport Portfolio."

The  above  changes  are  described  more  fully in the  December  30,  1996 AST
Prospectus, which is available upon request by calling 1-800-SKANDIA.

The name of the AST Phoenix  Balanced Asset,  Seligman  Henderson  International
Equity and Seligman Henderson  International  Small Cap Sub-accounts are changed
to "AST Putnam  Balanced,"  "AST Putnam  International  Equity,"  and  "Founders
Passport" Sub-accounts, respectively.

                       B. NEW VARIABLE INVESTMENT OPTIONS

The  following  additional  portfolios  of AST are  now  available  as  variable
investment options under your Annuity:  AST Janus Overseas Growth, T. Rowe Price
Small Company Value,  Twentieth Century International Growth,  Twentieth Century
Strategic Balanced and AST Putnam Value Growth & Income.

The following information is added to the table entitled "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.

<TABLE>
<CAPTION>
                                            Management     Management         Other          Other      Total Annual    Total Annual
                                                Fee            Fee          Expenses       Expenses       Expenses        Expenses
                                             after any     without any      after any     without any     after any      without any
                                            applicable     applicable      applicable     applicable     applicable      applicable
                                           reimbursement  reimbursement   reimbursement  reimbursement  reimbursement  reimbursement

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>              <C>            <C>             <C>            <C>
American Skandia Trust
  AST Janus Overseas Growth(1)                  N/A          1.00%            0.42%          0.42%           1.42%          1.42%
  T. Rowe Price Small Company Value(1)          N/A          0.90%            0.37%          0.37%           1.27%          1.27%
  Twentieth Century International Growth(1)     N/A          1.00%            0.42%          0.42%           1.42%          1.42%
  Twentieth Century Strategic Balanced(1)       N/A          0.85%            0.33%          0.33%           1.18%          1.18%
  AST Putnam Value Growth & Income(1)           N/A          0.75%            0.33%          0.33%           1.08%          1.08%

(1) These  Portfolios are first being offered as of the date of this Supplement.
Expenses shown are estimated and annualized.
</TABLE>
The following information is added to the table entitled "Expense Examples":

           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 $1,000.00  investment,  assuming 5% annual
return on assets:
- --------------------------------------------------------------------------------

                                                After:
Sub-accounts                          1 yr.  3 yrs.5 yrs.  10 yrs.
AST Janus Overseas Growth              105     151   194    324
T. Rowe Price Small Company Value      103     146   186    308
Twentieth Century Strategic Balanced   102     143   182    300
Twentieth Century International Growth 105     151   194    324
AST Putnam Value Growth & Income       101     140   177    290

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 $1,000.00 investment, assuming 5% annual return on assets:
                                                After:
Sub-accounts                          1 yr.  3 yrs.5 yrs.  10 yrs.
AST Janus Overseas Growth               30      91   154    324
T. Rowe Price Small Company Value       28      86   146    308
Twentieth Century Strategic Balanced    27      83   142    300
Twentieth Century International Growth  30      91   154    324
AST Putnam Value Growth & Income        26      80   137    290

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

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

The following is added to the section entitled  "INVESTMENT OPTIONS - Underlying
Mutual Fund: American Skandia Trust"

<TABLE>
<CAPTION>
<S>                                                                                       <C>   <C>   
Sub-account                                                                                     Underlying Mutual Fund Portfolio
AST Janus Overseas Growth                                                                              AST Janus Overseas Growth
T. Rowe Price Small Company Value                                                              T. Rowe Price Small Company Value
Twentieth Century Strategic Balanced                                                        Twentieth Century Strategic Balanced
Twentieth Century International Growth                                                    Twentieth Century International Growth
AST Putnam Value Growth & Income                                                                AST Putnam Value Growth & Income
</TABLE>

                       C. SHORT DESCRIPTIONS - APPENDIX B

The following  short  descriptions  of the AST Putnam  Balanced  Portfolio,  AST
Putnam  International  Equity Portfolio and Founders Passport  Portfolio replace
the short  descriptions of the AST Phoenix  Balanced Asset  Portfolio,  Seligman
Henderson   International   Equity   Portfolio   and  the   Seligman   Henderson
International Small Cap Portfolio:

AST  Putnam  Balanced  Portfolio:  The  investment  objective  of the AST Putnam
Balanced  Portfolio  is  to  provide  a  balanced   investment   composed  of  a
well-diversified  portfolio  of stocks and bonds which will produce both capital
growth and current income. In seeking its objective, the Portfolio may invest in
almost any type of security or negotiable  instrument,  including  cash or money
market  instruments.  The  Portfolio's  portfolio  will include some  securities
selected  primarily  to provide  for capital  protection,  others  selected  for
dependable  income  and still  others for  growth in value.  The  portion of the
Portfolio's  assets  invested in equity  securities and fixed income  securities
will vary from time to time in light of the  Portfolio's  investment  objective,
changes in interest rates and economic or other factors.  However,  under normal
market  conditions,  it is expected that at least 25% of the  Portfolio's  total
assets will be  invested  in fixed  income  securities,  which for this  purpose
includes  debt  securities,  preferred  stocks and that  portion of the value of
convertible securities attributable to the fixed income characteristics of those
securities.  The Portfolio may also invest up to 20% of its assets in securities
denominated  in  foreign  currency.   The  Portfolio  may  purchase   Eurodollar
certificates  of deposit  without  regard to the 20% limit.  The  Portfolio  may
invest in  securities  principally  traded in, or issued by issuers  located in,
underdeveloped  and  developing  nations,  which are  sometimes  referred  to as
"emerging  markets" and which may entail special risks. The Portfolio may buy or
sell foreign  currencies  and foreign  currency  forward  contracts  for hedging
purposes in  connection  with its foreign  investments.  The  Portfolio may also
invest  in  both  higher-rated  and  lower-rated  fixed-income  securities.  The
Portfolio will not invest in securities rated at the time of purchase lower than
B by Moody's Investors Services,  Inc. ("Moody's") and Standard & Poor's Ratings
Services ("S&P"), or in unrated securities which the Sub-advisor  determines are
of comparable quality. Securities rated B are predominantly speculative and have
large uncertainties or major risk exposures to adverse conditions. The Portfolio
may also  invest in  so-called  zero coupon  bonds  whose  values are subject to
greater  fluctuation in response to changes in market  interest rates than bonds
that pay  interest  currently.  The  Portfolio  may also buy and sell  financial
futures contracts on stock indexes,  U.S.  government  securities,  fixed income
securities and currencies. The Portfolio may seek to increase its current return
by writing covered call and put options on securities it owns or in which it may
invest.

AST Putnam International  Equity Portfolio:  The investment objective of the AST
Putnam  International  Equity  Portfolio  is to seek capital  appreciation.  The
Portfolio  seeks its  objective by investing  primarily in equity  securities of
companies  located in a country other than the United  States.  The  Portfolio's
investments will normally include common stocks,  preferred  stocks,  securities
convertible into common or preferred stocks,  and warrants to purchase common or
preferred  stocks.  The  Portfolio  may also  invest to a lesser  extent in debt
securities and other types of investments if the Sub-advisor believes purchasing
them would help achieve the Portfolio's  objective.  The Portfolio  will,  under
normal circumstances, invest at least 65% of its total assets in issuers located
in at least  three  different  countries  other  than  the  United  States.  The
Portfolio may invest in securities  of issuers in emerging  markets,  as well as
more developed  markets.  Investing in emerging markets generally  involves more
risks than in  investing  in  developed  markets.  The  Portfolio  may invest in
companies,  large or small,  whose  earnings  are believed to be in a relatively
strong growth trend, or in companies in which significant  further growth is not
anticipated but whose market value per share is thought to be undervalued. Since
foreign  securities are normally  denominated and traded in foreign  currencies,
the values of  portfolio  assets may be affected  favorably  or  unfavorably  by
currency  exchange rates relative to the U.S. dollar as well as other risks. The
Portfolio may engage in a variety of  transactions  involving the use of options
and futures contracts and in foreign currency exchange transactions for purposes
of increasing its investment  return or hedging against market changes.  Options
and futures  transactions  involve  certain  special risks.  The Sub-advisor may
engage in foreign currency exchange transactions in connection with the purchase
and sale of portfolio securities  ("transaction hedging") and to protect against
changes in the value of specific portfolio positions ("position hedging").

Founders Passport Portfolio:  The investment  objective of the Founders Passport
Portfolio  is to seek  capital  appreciation.  To  achieve  its  objective,  the
Portfolio invests primarily in securities issued by foreign companies which have
market  capitalizations  or  annual  revenues  of  $1  billion  or  less.  These
securities may represent  companies in both  established and emerging  economies
throughout the world. At least 65% of the Portfolio's total assets will normally
be invested in foreign securities representing a minimum of three countries. The
Portfolio may invest in larger foreign companies or in U.S.-based  companies if,
in the  Sub-advisor's  opinion,  they  represent  better  prospects  for capital
appreciation. The Portfolio normally will invest a significant proportion of its
assets in the  securities  of small  and  medium-sized  companies.  As used with
respect to this Portfolio,  small and medium-sized companies are those which are
still in the  developing  stages of their  life  cycles  and are  attempting  to
achieve  rapid growth in both sales and  earnings.  The  Portfolio may invest in
convertible securities, preferred stocks, bonds, debentures, and other corporate
obligations  when  the  Sub-advisor   believes  that  these   investments  offer
opportunities for capital appreciation. Current income will not be a substantial
factor in the selection of these  securities.  The Portfolio will only invest in
bonds, debentures,  and corporate obligations (other than convertible securities
and  preferred  stock)  rated  investment  grade  (BBB or higher) at the time of
purchase.  Bonds in the lowest  investment grade category (BBB) have speculative
characteristics.  Convertible  securities and preferred  stocks purchased by the
Portfolio  may be rated in medium and lower  categories by Moody's or S&P (Ba or
lower by Moody's  and BB or lower by S&P),  but will not be rated  lower than B.
The Portfolio may also invest in unrated  convertible  securities  and preferred
stocks  in  instances  in which  the  Sub-advisor  believes  that the  financial
condition  of the  issuer  or  the  protection  afforded  by  the  terms  of the
securities  limits risk to a level  similar to that of  securities  eligible for
purchase by the Portfolio rated in categories no lower than B. The Portfolio may
also invest  without  limit in American  Depository  Receipts  and may invest in
foreign securities.  Foreign investments of the Portfolio may include securities
issued  by  companies   located  in  countries   not   considered  to  be  major
industrialized  nations,  which involve  certain  risks.  The Portfolio may also
enter futures contracts (or options thereon) for hedging purposes. The Portfolio
may  engage in  short-term  trading  and  therefore  normally  will have  annual
portfolio turnover rates in excess of 100%.

The following are the short descriptions of the new variable investment options:

     AST Janus Overseas Growth  Portfolio:  The investment  objective of the AST
Janus  Overseas  Growth  Portfolio is to seek long-term  growth of capital.  The
Portfolio pursues its objective  primarily through  investments in common stocks
of issuers located outside the United States.  The Portfolio normally invests at
least 65% of its total  assets  in  securities  of  issuers  from at least  five
different  countries,  excluding  the United  States;  however,  it may at times
invest in U.S.  issuers  and it may at times  invest  all of its assets in fewer
than five countries or even a single country. The Portfolio invests primarily in
common  stocks of foreign  issuers  selected  for their  growth  potential.  The
Portfolio may invest to a lesser degree in other types of securities,  including
preferred  stocks,  warrants,  convertible  securities and debt securities.  The
Portfolio may also invest in short-term debt securities,  including money market
funds managed by the Sub-advisor, as a means of receiving a return on idle cash.
When the  Sub-advisor  believes  that market  conditions  are not  favorable for
profitable  investing  or when the  Sub-advisor  is  otherwise  unable to locate
favorable investment opportunities, the Portfolio's investments may be hedged to
a greater degree and/or its cash or similar investments may increase; therefore,
it does not always stay fully  invested in stocks and bonds.  The  Portfolio may
invest in "special  situations"  from time to time. A special  situation  arises
when, in the opinion of the Sub-advisor,  the securities of a particular  issuer
will be recognized  and appreciate in value due to a specific  development  with
respect to that issuer. Investment in special situations may carry an additional
risk of loss in the event  that the  anticipated  development  does not occur or
does not attract the  expected  attention.  The  Sub-advisor  generally  takes a
"bottom up" approach to building the Portfolio.  In other words, the Sub-advisor
seeks to identify  individual  companies with earnings growth potential that may
not be recognized by the market at large  regardless of country of  organization
or place of principal business activity. The Portfolio may use options,  futures
and other types of derivatives as well as forward foreign currency contracts for
hedging purposes or as a means of enhancing return. The Portfolio intends to use
most  derivative  instruments  primarily  to hedge  the  value of its  portfolio
against  potential  adverse  movements in securities  prices,  foreign  currency
markets  or  interest  rates.  Although  the  Sub-advisor  believes  the  use of
derivative instruments will benefit the Portfolio,  the Portfolio's  performance
could be  worse  than if the  Portfolio  had not used  such  instruments  if the
Sub-advisor's  judgment proves incorrect.  The Portfolio may invest up to 15% of
its net assets in  illiquid  investments,  including  restricted  securities  or
private  placements  that are not  deemed to be liquid by the  Sub-advisor.  The
Portfolio  may invest up to 35% of its net assets in corporate  debt  securities
that are rated below investment grade (securities rated BB or lower by S&P or Ba
or lower by Moody's (commonly  referred to as "junk bonds")).  The Portfolio may
also invest in unrated  debt  securities  of foreign and domestic  issuers.  The
Portfolio  generally  intends to purchase  securities  for long-term  investment
rather than short-term gains.

     T. Rowe Price Small Company Value  Portfolio:  The investment  objective of
the T. Rowe Price Small Company Value Portfolio is to provide  long-term capital
appreciation by investing primarily in  small-capitalization  stocks that appear
to be undervalued.  Reflecting a value approach to investing, the Portfolio will
seek the  stocks of  companies  whose  current  stock  prices  do not  appear to
adequately reflect their underlying value as measured by assets,  earnings, cash
flow,  or business  franchises.  The  Portfolio  will invest at least 65% of its
total assets in  companies  with a market  capitalization  of $1 billion or less
that  appear  undervalued  by  various  measures,   such  as  price/earnings  or
price/book  value ratios.  Although the Portfolio will invest  primarily in U.S.
common  stocks,  it may also purchase  other types of  securities,  for example,
foreign  securities,  convertible stocks and bonds, and warrants when considered
consistent  with  the  Portfolio's  investment  objective  and  policies.  Small
companies--those with a capitalization (market value) of $1 billion or less--may
offer greater potential for capital appreciation since they are often overlooked
or undervalued by investors. Investing in small companies involves greater risk,
as  well as  greater  opportunity,  than is  customarily  associated  with  more
established  companies.  The  Portfolio  may invest in debt or preferred  equity
securities convertible into or exchangeable for equity securities. The Portfolio
may  invest  up to 20% of its  total  assets  (excluding  reserves)  in  foreign
securities. These include nondollar-denominated securities traded outside of the
U.S. and  dollar-denominated  securities of foreign  issuers  traded in the U.S.
(such as ADRs).  Some of the  countries in which the Portfolio may invest may be
considered to be developing and may involve special risks.  Investors in foreign
securities  may "hedge"  their  exposure  to  potentially  unfavorable  currency
changes by  purchasing  a contract to exchange  one currency for another on some
future date at a  specified  exchange  rate.  The  Portfolio  may invest in debt
securities of any type without  regard to quality or rating.  The Portfolio will
not purchase a  noninvestment-grade  debt security (or junk bond) if immediately
after such  purchase the  Portfolio  would have more than 5% of its total assets
invested in such  securities.  The  Portfolio  may invest up to 10% of its total
assets in hybrid  instruments.  Hybrids  can have  volatile  prices and  limited
liquidity  and  their  use  by  the  Portfolio  may  not  be  successful.  These
instruments  (a  type of  potentially  high-risk  derivative)  can  combine  the
characteristics of securities,  futures,  and options. The Portfolio may acquire
illiquid securities; however, the Portfolio will not invest more than 15% of its
net assets in illiquid securities,  and not more than 10% of its total assets in
restricted securities (other than Rule 144A securities). The Portfolio will hold
a certain  portion of its assets in U.S.  and foreign  dollar-denominated  money
market securities,  including repurchase  agreements,  in the two highest rating
categories,  maturing in one year or less.  The Portfolio may enter into futures
contracts  (or  options  thereon)  to hedge  all or a portion  of its  portfolio
against  changes in  prevailing  levels of interest  rates or currency  exchange
rates,  or as an efficient  means of adjusting its exposure to the bond,  stock,
and currency  markets.  The Portfolio will limit its use of futures contracts so
that initial margin deposits and premiums on such contracts used for non-hedging
purposes  will  not  equal  more  than 5% of the  Portfolio's  net  assets.  The
Portfolio  may also write call and put options and purchase put and call options
on securities,  financial indices, and currencies. The aggregate market value of
the Portfolio's  securities or currencies  covering call or put options will not
exceed 25% of the Portfolio's net assets. The Portfolio will not generally trade
in  securities  for  short-term  profits,   but,  when  circumstances   warrant,
securities may be purchased and sold without regard to the length of time held.

Twentieth Century  International  Growth Portfolio:  The investment objective of
the Twentieth Century  International Growth Portfolio is to seek capital growth.
The  Portfolio  will seek to  achieve  its  investment  objective  by  investing
primarily in securities  of foreign  issuers that meet certain  fundamental  and
technical standards of selection (relating primarily to acceleration of earnings
and  revenues)  and have,  in the  opinion  of the  Sub-advisor,  potential  for
appreciation.  The  Portfolio  will  invest  primarily  in issuers in  developed
markets.  The Portfolio will invest primarily in equity  securities  (defined to
include equity equivalents) of such issuers.  The Portfolio will attempt to stay
fully  invested in such  securities,  regardless of the movement of stock prices
generally. The Portfolio may also invest in other types of securities consistent
with the  accomplishment  of the  Portfolio's  objectives.  When the Sub-advisor
believes that the total return potential of other  securities  equals or exceeds
the potential return of equity securities, the Portfolio may invest up to 35% in
such other  securities.  The other  securities  the  Portfolio may invest in are
bonds,  notes and debt  securities of companies and  obligations  of domestic or
foreign  governments and their agencies.  The Portfolio will limit its purchases
of debt  securities  to  investment  grade  obligations.  The Portfolio may also
invest in other  equity  securities  and equity  equivalents.  Examples of other
equity  securities  and equity  equivalents  are  preferred  stock,  convertible
preferred stock and convertible  debt  securities.  Equity  equivalents may also
include  securities whose value or return is derived from the value or return of
a different  security.  Under normal  conditions,  the Portfolio  will invest at
least 65% of its assets in equity and equity  equivalent  securities  of issuers
from at least three countries outside of the United States.  While securities of
U.S.  issuers  may be  included in the  Portfolio  from time to time,  it is the
primary intent of the Sub-advisor to diversify  investments across a broad range
of foreign  issuers.  In order to achieve maximum  investment  flexibility,  the
Portfolio has not established geographic limits on asset distribution, on either
a  country-by-country  or  region-by-region  basis.  The Sub-advisor  expects to
invest both in issuers in developed markets (such as Germany, the United Kingdom
and  Japan)  and in issuers in  emerging  market  countries.  Subject to certain
restrictions  contained in the 1940 Act, the  Portfolio  may invest up to 10% of
its assets in certain foreign countries  indirectly through investment funds and
registered investment companies authorized to invest in those countries. Some of
the securities held by the Portfolio will be denominated in foreign  currencies.
To protect against adverse movements in exchange rates between  currencies,  the
Portfolio may, for hedging purposes only,  enter into forward currency  exchange
contracts.  Notwithstanding  the  Portfolio's  investment  objective  of capital
growth,  under  exceptional  market or economic  conditions,  the  Portfolio may
temporarily  invest  all or a  substantial  portion  of its  assets  in  cash or
investment-grade  short-term securities  (denominated in U.S. dollars or foreign
currencies).  The  Portfolio  may  invest  in  repurchase  agreements  when such
transactions  present  an  attractive  short-term  return  on  cash  that is not
otherwise  committed to the purchase of  securities  pursuant to the  investment
policies of the  Portfolio.  The Portfolio  will not invest more than 15% of its
assets in repurchase  agreements maturing in more than seven days. The Portfolio
may,  from  time to time,  purchase  Rule  144A  securities  when  they  present
attractive investment opportunities that otherwise meet the Portfolio's criteria
for selection. The portfolio turnover may be higher than other mutual funds with
similar  investment  objectives.  Investments  in the  Portfolio  should  not be
considered  a complete  investment  program  and may not be  appropriate  for an
individual  with  limited  investment  resources  or who is unable  to  tolerate
fluctuations in the value of the investment.

Twentieth Century Strategic Balanced Portfolio:  The investment objective of the
Twentieth  Century  Strategic  Balanced  Portfolio is to seek capital growth and
current income. It is the Sub-advisor's  intention to maintain approximately 60%
of  the  Portfolio's  assets  in  common  stocks  that  are  considered  by  the
Sub-advisor  to have  better-than-average  prospects  for  appreciation  and the
remainder in bonds and other fixed income securities. With the equity portion of
the Portfolio,  the Sub-advisor seeks capital growth by investing in securities,
primarily common stocks,  that meet certain  fundamental and technical standards
of selection (relating primarily to earnings and revenue acceleration) and have,
in  the  opinion  of  the   Sub-advisor,   better-than-average   potential   for
appreciation.  So long as a sufficient  number of such securities are available,
the  Sub-advisor  intends to keep the  equity  portion  of the  Portfolio  fully
invested  in  these  securities  regardless  of the  movement  of  stock  prices
generally.  The Portfolio may purchase  securities only of companies that have a
record of at least three years continuous operation.  The Sub-advisor intends to
maintain approximately 40% of the Portfolio's assets in fixed income securities,
approximately  80% of which will be invested in domestic fixed income securities
and  approximately  20% of  which  will be  invested  in  foreign  fixed  income
securities.  This  percentage will fluctuate from time to time. The fixed income
portion of the  Portfolio  will include  U.S.  Treasury  securities,  securities
issued or  guaranteed  by the U.S.  government  or a foreign  government,  or an
agency  or   instrumentality   of  the  U.S.  or  a  foreign   government,   and
non-convertible  debt obligations  issued by U.S. or foreign  corporations.  The
Portfolio may also invest in mortgage-related and other asset-backed securities.
Debt  securities that comprise part of the  Portfolio's  fixed income  portfolio
will  primarily  be limited to  "investment  grade"  obligations.  However,  the
Portfolio  may  invest up to 10% of its  fixed  income  assets  in "high  yield"
securities.  Under normal market  conditions,  the  maturities  of  fixed-income
securities  in which the  Portfolio  invests will range from 2 to 30 years.  The
Portfolio  may  invest up to 25% of its  assets  in the  securities  of  foreign
issuers,  including debt  securities of foreign  governments  and their agencies
primarily from developed  markets,  when these  securities meet its standards of
selection.  Some  of  the  foreign  securities  held  by  the  Portfolio  may be
denominated  in foreign  currencies.  To protect  against  adverse  movements in
exchange rates between currencies, the Portfolio may, for hedging purposes only,
enter into  forward  currency  exchange  contracts  and buy put and call options
relating  to  currency   futures   contracts.   The   Portfolio   may   purchase
mortgage-related  and other  asset-backed  securities.  The  Portfolio  may also
invest in collateralized  mortgage  obligations (CMOs). The Portfolio may invest
in repurchase agreements when such transactions present an attractive short-term
return on cash that is not  otherwise  committed to the  purchase of  securities
pursuant to the investment policies of the Portfolio. To the extent permitted by
its investment  objectives and policies,  the Portfolio may invest in securities
that are commonly  referred to as "derivative"  securities.  Some  "derivatives"
such as mortgage-related and other asset-backed  securities are in many respects
like any other  investment,  although  they may be more  volatile or less liquid
than  more  traditional  debt  securities.  The  Portfolio  may not  invest in a
derivative  security  unless the reference  index or the  instrument to which it
relates is an eligible investment for the Portfolio.  There are a range of risks
associated  with derivative  investments.  The Portfolio may, from time to time,
purchase  Rule  144A   securities  when  they  present   attractive   investment
opportunities  that otherwise meet the Portfolio's  criteria for selection.  The
portfolio  turnover of the  Portfolio may be higher than other mutual funds with
similar investment objectives.

AST Putnam Value Growth & Income Portfolio:  The primary investment objective of
the AST  Putnam  Value  Growth & Income  Portfolio  is to seek  capital  growth.
Current  income is a  secondary  investment  objective.  The  Portfolio  invests
primarily in common  stocks that offer  potential for capital  growth,  and may,
consistent with its investment objectives, invest in stocks that offer potential
for current income.  The Portfolio may also purchase  corporate bonds, notes and
debentures,  preferred stocks,  or convertible  securities (both debt securities
and  preferred  stocks)  or  U.S.  government  securities,  if  the  Sub-advisor
determines  that their  purchase would help further the  Portfolio's  investment
objectives.  The  Portfolio  may  invest up to 20% of its  assets in  securities
denominated  in foreign  currency.  The Portfolio  may also purchase  Eurodollar
certificates  of deposit,  without  regard to the 20% limit.  The  Portfolio may
invest in  securities  principally  traded in, or issued by issuers  located in,
underdeveloped  and  developing  nations,  which are  sometimes  referred  to as
"emerging  markets." The Portfolio may buy or sell foreign  currencies,  foreign
currency futures  contracts and foreign  currency forward  contracts for hedging
purposes in connection with its foreign investments.  The Portfolio may invest a
portion  of  its  assets  in  fixed-income  securities,   including  lower-rated
fixed-income  securities,  which are  commonly  known as "junk  bonds,"  without
limitation  as to credit  rating.  The Portfolio may invest in zero coupon bonds
and  payment-in-kind  bonds.  The Portfolio may buy and sell stock index futures
contracts.  The Portfolio may buy and sell call and put options on index futures
or on stock indices in addition to or as an alternative to purchasing or selling
index futures or, to the extent  permitted by applicable law, to earn additional
income. The Portfolio may seek to increase its current return by writing covered
call and put  options  on  securities  it owns or in which  it may  invest.  The
Portfolio may also buy and sell put and call options for hedging  purposes.  The
aggregate  value of the securities  underlying the options may not exceed 25% of
Portfolio  assets.  The  Portfolio  may enter into  repurchase  agreements.  The
Portfolio may purchase  securities for future  delivery,  which may increase its
overall  investment  exposure  and  involves  a risk of loss if the value of the
securities  declines  prior  to the  settlement  date.  The  length  of time the
Portfolio  has held a particular  security is not generally a  consideration  in
investment decisions. As a result of the Portfolio's investment policies,  under
certain market conditions the Portfolio's  turnover rate may be higher than that
of other mutual funds.

                         D. APPENDIX C - PRIOR CONTRACT

The new variable investment options are available to the PSA Contracts described
herein.  The  following  information  is added to the  table  entitled  "Expense
Examples":

If you surrender  your contract 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>
                                     After:
<S>                                       <C>              <C>               <C>              <C>    
Sub-accounts                              1 yr.            3 yrs.            5 yrs.           10 yrs.
- ------------
AST Janus Overseas Growth                   100              141               184             324
T. Rowe Price Small Company Value            98              136               177             310
Twentieth Century Strategic Balanced         97              133               172             300
Twentieth Century International Growth      100              141               184             324
AST Putnam Value Growth & Income             96              130               167             290
</TABLE>

If you do not surrender your contract you would pay the following  expenses on a
$1,000  investment,  assuming 5% annual  return on assets:  - SAME AS IN EXPENSE
TABLE NOTED IN "B." ABOVE.


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