AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
497, 1996-01-04
INSURANCE CARRIERS, NEC
Previous: AON ASSET MANAGEMENT FUND INC, 497, 1996-01-04
Next: TCW/DW CORE EQUITY TRUST, 497, 1996-01-04



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 55. 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 a money-market type Sub-account (see "Allocation of Net
Purchase  Payments").  You may transfer Account Value between investment options
(see "Investment Options" and "Transfers").  Account Value may be distributed as
periodic  annuity  payments in a "payout  phase".  Such annuity  payments can be
guaranteed for life (see "Annuity  Payments").  During the "accumulation  phase"
(the period  before any payout  phase),  you may  surrender  the Annuity for its
Surrender Value or make withdrawals (see  "Distributions").  Such  distributions
may be subject to tax,  including a tax penalty,  and any applicable  contingent
deferred sales charges (see "Contingent Deferred Sales Charge"). A death benefit
may be payable during the accumulation phase (see "Death Benefit").

Account Value in the variable investment options increases or decreases daily to
reflect investment  performance and the deduction of charges.  No minimum amount
is guaranteed (see "Account Value in the Sub-accounts"). The variable investment
options are Class 1 Sub-accounts of American Skandia Life Assurance  Corporation
Variable Account B ("Separate Account B")(see "Separate  Accounts" and "Separate
Account  B").  Each  Sub-account  invests  exclusively  in one  portfolio  of an
underlying  mutual fund or in an underlying  mutual fund. As of the date of this
Prospectus,  the underlying  mutual funds (and the portfolios of such underlying
mutual funds in which  Sub-accounts  offered pursuant to this Prospectus invest)
are: (a) American Skandia Trust (portfolios - JanCap Growth,  Lord Abbett Growth
and  Income,   Seligman  Henderson   International  Equity,  Seligman  Henderson
International  Small Cap,  Federated  Utility Income,  Federated High Yield, AST
Phoenix  Balanced Asset, AST Money Market,  AST Phoenix Capital Growth,  T. Rowe
Price  Asset  Allocation,  T. Rowe  Price  International  Equity,  T. Rowe Price
Natural Resources,  Founders Capital Appreciation,  INVESCO Equity Income, PIMCO
Total Return Bond, PIMCO Limited Maturity Bond, AST Scudder  International Bond,
Eagle Growth  Equity,  and Berger Capital  Growth);  (b) The Alger American Fund
(portfolios - Growth, Small Capitalization,  Income and Growth, Balanced, MidCap
Growth);  (c)  Alliance  Variable  Products  Series  Fund,  Inc.  (portfolios  -
Short-Term  Multi-Market,  Growth and Income,  Premier Growth);  (d) Neuberger &
Berman  Advisers  Management  Trust  (series - Growth,  Limited  Maturity  Bond,
Balanced,  Partners);  and (e) Scudder  Variable Life Investment Fund (portfolio
Bond).

We intend to cease offering certain  Sub-accounts  and their  underlying  mutual
fund portfolios as variable investment options under the Annuity. As of the date
of this  Prospectus,  we are in the process of seeking the necessary  regulatory
approvals to substitute  alternative  Sub-accounts and their  underlying  mutual
fund  portfolios for the  Sub-accounts/portfolios  we cease to make available as
investment  options  under  the  Annuity.  (see  "INVESTMENT  OPTIONS:  Variable
Investment  Options") You should take this into consideration when selecting any
variable investment options under the Annuity.

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.
                                                   (continued on Page 2)


     
- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.  PLEASE
READ    THIS     PROSPECTUS    AND    KEEP    IT    FOR    FUTURE     REFERENCE.
- --------------------------------------------------------------------------------
FOR  FURTHER  INFORMATION  CALL  1-800-752-6342  Prospectus  Dated:  May 1, 1995
Statement of Additional Information Dated: May 1, 1995 ASAP-PROS-(05/95)


<PAGE>


Guarantee  Periods of different  durations may be offered (see "Fixed Investment
Options").  Such an allocation and the interest  earned is guaranteed by us only
if held to its Maturity  Date,  and, where required by law, the 30 days prior to
the Maturity Date.  Otherwise,  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").

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  and are not  federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency.


<PAGE>












                   (This page has been purposely left blank.)












<PAGE>


<TABLE>
<CAPTION>
                                                     TABLE OF CONTENTS
<S>                                                                                                                      <C>
DEFINITIONS...............................................................................................................6
HIGHLIGHTS................................................................................................................8
AVAILABLE INFORMATION....................................................................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................................................................10
CONTRACT EXPENSE SUMMARY.................................................................................................11
EXPENSE EXAMPLES.........................................................................................................14
CONDENSED FINANCIAL INFORMATION..........................................................................................15
   Unit Prices And Numbers Of Units......................................................................................15
   Yields On Money Market Sub-account....................................................................................17
INVESTMENT OPTIONS.......................................................................................................17
   Variable Investment Options...........................................................................................17
   Fixed Investment Options..............................................................................................20
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................................21
   Separate Accounts.....................................................................................................21
   Separate Account B....................................................................................................21
   Separate Account D....................................................................................................21
INSURANCE ASPECTS OF THE ANNUITY.........................................................................................22
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY.......................................................................23
   Contingent Deferred Sales Charge......................................................................................23
   Maintenance Fee.......................................................................................................24
   Tax Charges...........................................................................................................24
   Transfer Fee..........................................................................................................24
   Allocation Of Annuity Charges.........................................................................................24
CHARGES ASSESSED AGAINST THE ASSETS......................................................................................24
   Administration Charge.................................................................................................24
   Mortality and Expense Risk Charges....................................................................................25
CHARGES OF THE UNDERLYING MUTUAL FUNDS...................................................................................25
PURCHASING ANNUITIES.....................................................................................................25
   Uses Of The Annuity...................................................................................................25
   Application And Initial Payment.......................................................................................25
   Breakpoints...........................................................................................................26
   Exchange Contracts....................................................................................................26
   Bank Drafting.........................................................................................................28
   Right to Return the Annuity...........................................................................................28
   Allocation of Net Purchase Payments...................................................................................28
   Balanced Investment Program...........................................................................................28
   Ownership, Annuitant and Beneficiary Designations.....................................................................29
ACCOUNT VALUE AND SURRENDER VALUE........................................................................................29
   Account Value in the Sub-accounts.....................................................................................29
   Account Value of the Fixed Allocations................................................................................30
   Additional Amounts in the Fixed Allocations...........................................................................30
RIGHTS, BENEFITS AND SERVICES............................................................................................31
   Additional Purchase Payments..........................................................................................31
   Changing Revocable Designations.......................................................................................31
   Allocation Rules......................................................................................................31
   Transfers.............................................................................................................32
     Renewals............................................................................................................32
     Dollar Cost Averaging...............................................................................................33
   Rebalancing...........................................................................................................33
   Distributions.........................................................................................................34
     Surrender...........................................................................................................34
     Medically-Related Surrender.........................................................................................34
     Free Withdrawals....................................................................................................35
     Partial Withdrawals.................................................................................................35
     Systematic Withdrawals..............................................................................................35
     Minimum Distributions...............................................................................................36
     Death Benefit.......................................................................................................36
     Annuity Payments....................................................................................................37
     Qualified Plan Withdrawal Limitations...............................................................................38
   Pricing of Transfers and Distributions................................................................................39
   Voting Rights.........................................................................................................39
   Transfers, Assignments or Pledges.....................................................................................40
   Reports to You........................................................................................................40
THE COMPANY..............................................................................................................40
   Lines of Business.....................................................................................................40
   Selected Financial Data...............................................................................................40
   Management's Discussion and Analysis of Financial Condition and Results of Operations.................................41
     Results of Operations...............................................................................................41
     Liquidity and Capital Resources.....................................................................................42
     Segment Information.................................................................................................42
   Reinsurance...........................................................................................................43
   Reserves..............................................................................................................43
   Competition...........................................................................................................43
   Employees.............................................................................................................43
   Regulation............................................................................................................43
   Executive Officers and Directors......................................................................................44
   Executive Compensation................................................................................................46
     Summary Compensation Table..........................................................................................46
     Long-Term Incentive Plans - Awards in the Last Fiscal Year..........................................................47
     Compensation of Directors...........................................................................................48
     Compensation Committee Interlocks and Insider Participation.........................................................48
CERTAIN TAX CONSIDERATIONS...............................................................................................48
   Our Tax Considerations................................................................................................48
   Tax Considerations Relating to Your Annuity...........................................................................48
     Non-natural Persons.................................................................................................48
     Natural Persons.....................................................................................................48
     Distributions.......................................................................................................48
     Assignments and Pledges.............................................................................................49
     Penalty on Distributions............................................................................................49
     Annuity Payments....................................................................................................49
     Gifts...............................................................................................................49
     Tax Free Exchanges..................................................................................................49
     Transfers Between Investment Options................................................................................50
     Generation-Skipping Transfers.......................................................................................50
     Diversification.....................................................................................................50
     Federal Income Tax Withholding......................................................................................50
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans...........................................50
     Individual Retirement Programs......................................................................................50
     Tax Sheltered Annuities.............................................................................................51
     Corporate Pension and Profit-sharing Plans..........................................................................51
     H.R. 10 Plans.......................................................................................................51
     Tax Treatment of Distributions from Qualified Annuities.............................................................51
     Section 457 Plans...................................................................................................51
SALE OF THE ANNUITIES....................................................................................................51
   Distribution..........................................................................................................51
   Advertising...........................................................................................................52
OTHER MATTERS............................................................................................................53
   Deferral of Transactions..............................................................................................53
   Resolving Material Conflicts..........................................................................................53
   Modification..........................................................................................................53
   Misstatement of Age or Sex............................................................................................54
   Ending the Offer......................................................................................................54
   Indemnification.......................................................................................................54
   Legal Proceedings.....................................................................................................54
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................................................54
FINANCIAL STATEMENTS.....................................................................................................54
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.........................................55
APPENDIX B  SHORT DESCRIPTION OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES...............55
</TABLE>


<PAGE>




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

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

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

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

ANNUITY DATE is the date annuity payments are to commence.

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

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

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

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

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

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

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

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

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

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

ISSUE DATE is the effective date of your Annuity.

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

MATURITY DATE is the last day in a Guarantee Period.

MINIMUM  DISTRIBUTIONS  are 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", or "our" 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. The underlying mutual
fund  portfolios  are  managed by various  investment  advisors,  and in certain
cases, various  sub-advisors.  A short description of the investment  objectives
and policies is found in Appendix A. Certain variable investment options may not
be available in all jurisdictions.

     As of the date of this  Prospectus,  the  underlying  mutual funds (and the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this Prospectus  invest) are: (a) American Skandia Trust (portfolios
- - JanCap Growth, Lord Abbett Growth and Income, Seligman Henderson International
Equity,  Seligman Henderson  International  Small Cap, Federated Utility Income,
Federated High Yield, AST Phoenix Balanced Asset, AST Money Market,  AST Phoenix
Capital  Growth,  T. Rowe Price Asset  Allocation,  T. Rowe Price  International
Equity, T. Rowe Price Natural Resources, Founders Capital Appreciation,  INVESCO
Equity Income, PIMCO Total Return Bond, PIMCO Limited Maturity Bond, AST Scudder
International  Bond,  Eagle Growth Equity and Berger  Capital  Growth);  (b) The
Alger  American Fund  (portfolios  - Growth,  Small  Capitalization,  Income and
Growth,  Balanced,  MidCap Growth);  (c) Alliance Variable Products Series Fund,
Inc. (portfolios - Short-Term Multi-Market,  Growth and Income, Premier Growth);
(d)  Neuberger & Berman  Advisers  Management  Trust  (series - Growth,  Limited
Maturity Bond,  Balanced,  Partners);  and (e) Scudder  Variable Life Investment
Fund (portfolio - Bond).

     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 f rom 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.  We may offer
special  programs in relation to  Annuities on which we receive  large  Purchase
Payments  and/or  Annuities  obtained as an exchange of a contract  issued by an
insurer not affiliated with us. 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 AST
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 AST Money  Market  Sub-account,  if you  execute a
return  waiver.  We offer a  balanced  investment  program in  relation  to your
initial Purchase Payment.  Certain designations must be made, including an Owner
and an Annuitant. You may also make certain other designations that apply to the
Annuity if issued. These designations  include, a contingent Owner, a Contingent
Annuitant  (Contingent  Annuitants may be required in  conjunction  with certain
uses of the  Annuity),  a  Beneficiary,  and a contingent  Beneficiary.  See the
section entitled Purchasing Annuities,  including the following subsections: (a)
Uses of the Annuity; (b) Application and Initial Payment;  (c) Breakpoints;  (d)
Exchange  Contracts;  (e) Right to Return the  Annuity;  (f)  Allocation  of Net
Purchase Payments; (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,  and,  where  required by law, the 30 days
prior to the 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 during the  accumulation  phase. You may use bank drafting to
make Purchase Payments. You may change revocable designations.  You may transfer
Account Values between investment options. Transfers in excess of 12 per Annuity
Year are  subject  to a fee.  We  offer  dollar  cost  averaging  and may  offer
rebalancing  during the  accumulation  phase (see  "Dollar Cost  Averaging"  and
"Rebalancing").  During the accumulation phase, surrender, fre-e withdrawals and
partial  withdrawals are available,  as are  medically-related  surrenders under
which  the  contingent   deferred   sales  charge  is  waived  under   specified
circumstances.  In the accumulation  phase we offer Systematic  Withdrawals and,
for Annuities used in qualified  plans,  Minimum  Distributions.  We offer fixed
annuity options,  and may offer adjustable  annuity options,  that can guarantee
payments for life. In the accumulation phase, a death benefit may be payable. In
most  jurisdictions,  this  death  benefit  will not be less than an  increasing
minimum amount, subject to certain limitations.  You may transfer or assign your
Annuity unless such rights are limited in  conjunction  with certain uses of the
Annuity.  You may exercise  certain  voting rights in relation to the underlying
mutual fund portfolios in which the Sub-accounts  invest.  You have the right to
receive certain reports periodically.

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

     .........(10).....The  Company: American Skandia Life Assurance Corporation
is a wholly owned subsidiary of American Skandia Investment Holding Corporation,
whose  indirect  parent is Skandia  Insurance  Company  Ltd.  Skandia  Insurance
Company Ltd. is a Swedish company that holds a number of insurance  companies in
many countries.  The  predecessor to Skandia  Insurance  Company Ltd.  commenced
operations in 1855. For more  information,  see the section entitled The Company
and the following  subsections:  (a) Lines of Business;  (b) Selected  Financial
Data;  (c)  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations (including: (i) Results of Operations;  (ii) Liquidity and
Capital  Resources;  and  (iii)  Segment  Information);   (d)  Reinsurance;  (e)
Reserves; (f) Competition;  (g) Employees; (h) Regulation; (i) Executive Officer
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 writing  American  Skandia Life Assurance
Corporation,  Concierge  Desk,  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 the documents incorporated by
reference in this  Prospectus,  including any exhibits to such  documents  which
have been specifically  incorporated by reference. We do so upon receipt of your
written or oral request.  Please  address your request to American  Skandia Life
Assurance  Corporation,   Attention:  Concierge  Desk  P.O.  Box  883,  Shelton,
Connecticut, 06484. Our phone number is 1-(800) 752-6342.



<PAGE>


     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.

 .........Your Transaction Expenses
 .........
<TABLE>
<CAPTION>
<S>                                                                              <C>       <C> <C>
Contingent Deferred Sales Charge,                                                Year 1 -7.5%; year 2 - 7.0%; year 3
  as a percentage of Purchase Payments liquidated,                                    - 6.0%; year 4 - 5.0%; year 5 - 4.0%;
  outside New York State                                                                      year 6 - 3.0%; year 7 - 2.0%;
                                                                                                 year 8 and thereafter - 0%
                                                                                                   of each Purchase Payment
                                                                                                  as measured from the date
                                                                                          it was allocated to Account Value


Contingent Deferred Sales Charge,                                               Year 1 -7.5%; year 2 - 6.5%; year 3 - 5.5%;
  as a percentage of Purchase Payments liquidated,                                            year 4 - 4.5%; year 5 - 3.5%;
  in New York State                                                                           year 6 - 2.5%; year 7 - 1.5%;
                                                                                                 year 8 and thereafter - 0%
                                                                                                   of each Purchase Payment
                                                                                                 as measured from the date
                                                                                         it was allocated to Account Value
</TABLE> 
<TABLE>
<CAPTION>

<S>                                                            <C>     <C>                                            <C>
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.

         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%
</TABLE>



<PAGE>


     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,  1994.  "N/A" shown below  indicates  that no entity has agreed to
reimburse the particular expense indicated.  "+" indicates that no reimbursement
was provided in 1994,  but that the  underlying  mutual fund has indicated to us
that current  arrangements  (which may change)  provide for  reimbursement.  The
footnotes to the table are found on the following page.
<TABLE>
<CAPTION>

                                 Manage-      Manage-                                 Total        Total
                                  ment         ment         Other        Other       Annual       Annual
                                   Fee          Fee       Expenses     Expenses      Expense     Expenses
                                  after       without       after       without       after       without
                                   any          any          any          any          any          any
                               applicable   applicable   applicable   applicable   applicable   applicable
                               reimburse-   reimburse-   reimburse-   reimburse-   reimburse-    reimburse
                                  ment         ment         ment         ment         ment         ment
- ------------------------------------------------------------------------------------------------------------
American Skandia Trust
<S>                                <C>          <C>          <C>           <C>          <C>          <C>             
  JanCap Growth                      N/A        0.90%            +         0.28%            +        1.18%
  Lord Abbett Growth
    and Income                       N/A        0.75%            +         0.31%            +        1.06%
  Seligman Henderson
    International Equity(1)        0.90%        1.00%        0.32%         0.32%        1.22%        1.32%
  Seligman Henderson
    International Small Cap(2)       N/A        1.00%        0.75%         1.58%        1.75%        2.58%
  Federated Utility
    Income                           N/A        0.71%            +         0.28%            +        0.99%
  Federated High Yield(3)            N/A        0.75%        0.40%         0.59%        1.15%        1.34%
  AST Phoenix Balanced Asset         N/A        0.71%            +         0.28%            +        0.99%
  AST Money Market                 0.49%        0.50%        0.15%         0.26%        0.64%        0.76%
  AST Phoenix Capital Growth(3)      N/A        0.75%        0.40%         0.84%        1.15%        1.59%
T. Rowe Price
    Asset Allocation(3)              N/A        0.85%        0.40%         0.62%        1.25%        1.47%
  T. Rowe Price
     International Equity(3)         N/A        1.00%        0.75%         0.77%        1.75%        1.77%
  T. Rowe Price
    Natural Resources(2)             N/A        0.90%        0.45%         1.45%        1.35%        2.35%
  Founders Capital Appreciation(3)   N/A        0.90%        0.40%         0.65%        1.30%        1.55%
  INVESCO Equity Income(3)           N/A        0.75%            +         0.39%            +        1.14%
  PIMCO Total Return Bond(3)         N/A        0.65%            +         0.37%            +        1.02%
  PIMCO Limited Maturity Bond(2)     N/A        0.65%        0.40%         0.86%        1.05%        1.51%
 AST Scudder International Bond(4)   N/A        1.00%            +         0.68%            +        1.68%
  Eagle Growth Equity(4)             N/A       0.80 %        0.45%         1.83%        1.25%        2.63%
  Berger Capital Growth(5)           N/A        0.75%        0.50%         0.95%        1.25%        1.70%

The Alger American Fund
  Growth                             N/A        0.75%            +         0.11%            +        0.86%
  Small Capitalization               N/A        0.85%            +         0.11%            +        0.96%
  Income and Growth                  N/A       0.625%            +        0.125%            +        0.75%
  Balanced                           N/A        0.75%            +         0.33%            +        1.08%
  MidCap Growth                      N/A        0.80%            +         0.17%            +        0.97%
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
                                 Manage-      Manage-                                 Total        Total
                                  ment         ment         Other        Other       Annual       Annual
                                   Fee          Fee       Expenses     Expenses      Expense     Expenses
                                  after       without       after       without       after       without
                                   any          any          any          any          any          any
                               applicable   applicable   applicable   applicable   applicable   applicable
                               reimburse-   reimburse-   reimburse-   reimburse-   reimburse-    reimburse
                                  ment         ment         ment         ment         ment         ment
- ------------------------------------------------------------------------------------------------------------

Alliance Variable Products
Series Fund, Inc.
  Short-Term
<S>                               <C>          <C>          <C>           <C>           <C>          <C>  
    Multi-Market                   0.55%        0.55%        0.39%         0.44%        0.94%        0.99%
  Growth and Income               0.625%       0.625%       0.275%        0.285%        0.90%        0.91%
  Premier Growth(6)                0.95%        1.00%        0.00%         0.40%        0.95%        1.40%

Neuberger & Berman
Advisers Management Trust(7)
  Growth                             N/A        0.79%            +         0.12%            +        0.91%
  Limited Maturity Bond              N/A        0.60%            +         0.13%            +        0.73%
  Balanced                           N/A        0.80%            +         0.17%            +        0.97%
  Partners(8)                        N/A        0.80%            +         0.50%            +        1.30%

Scudder Variable Life
  Investment Fund
  Bond                               N/A       0.475%            +        0.105%            +        0.58%
</TABLE>

(1) "Seligman Henderson  International  Equity" portfolio was formerly named the
"Henderson International Growth" portfolio.

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

(3) These portfolios commenced operations on January 4, 1994, therefore expenses
shown are annualized.

(4) These portfolios  commenced  operations on May 3, 1994,  therefore  expenses
shown are annualized.

(5) This portfolio commenced  operation on October 20, 1994,  therefore expenses
are annualized.

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

(7) The  Management  Fee  reflects  both a  management  and  administrative  fee
component  (see the Trust  prospectus).  The  Management  Fee and  Total  Annual
Expenses  reflected above have been restated to reflect a  restructuring  of the
Trust which takes effect May 1, 1995. The actual  Management Fees as of December
31, 1994 were:  0.69% for the Growth;  0.50% for the Limited  Maturity  Bond and
0.70% for the  Balanced.  The actual  Total  Annual  Expenses for the year ended
December  31, 1994 were:  0.84% for the Growth ; 0.66% for the Limited  Maturity
Bond; and 0.91% for the Balanced.  Until May 1, 1995, all Series of the Advisers
Management Trust ("Trust") available as investment options under the annuity had
a  Distribution  Plan  ("Plan")  pursuant  to  Rule  12b-1  which  provided  for
reimbursement to the Trust investment advisor, N&B Management, for certain Trust
distribution  expenses up to a maximum of 0.25% on an  annualized  basis of each
Series'  average  daily net  assets.  The "Total  Annual  Expenses  without  any
applicable reimbursement" would be increased by the following percentages if the
12b-1  fees for the  months of  January  through  April,  1995 were  taken  into
account:  0.02% for the Growth,  Limited  Maturity  Bond,  Balanced and Partners
Portfolios.

(8) This portfolio  commenced  operation on March 22, 1994,  therefore  expenses
shown are estimated and annualized.

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  for the
underlying mutual fund portfolios.

The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts;   (b)  fees  and  expenses  remain  constant;  (c)  there  are  no
withdrawals of Account Value during the period shown; (d) there are no transfers
or other  transactions  subject to a fee during  the  period  shown;  (e) no tax
charge applies; (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 applicable Contingent
Deferred  Sales  Charge  is that used  outside  New York,  as  described  in the
Contract Expense Summary.

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

         Examples (amounts shown are rounded to the nearest dollar)

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> 
Jancap Growth                                                      $102             $143              $182             $300
LA Growth and Income                                                101              140               176              288
Seligman Henderson International Equity                             103              145               184              304
Seligman Henderson International Small Cap                          108              161               211              355
Fed Utility Inc                                                     100              137               172              280
Fed High Yield                                                      102              143               181              298
AST Phoenix Balanced Asset                                          100              137               172              280
AST Money Market                                                     97              127               155              246
AST Phoenix Capital Growth                                          102              143               181              298
T. Rowe Price Asset Allocation                                      103              146               186              308
T. Rowe Price International Equity                                  108              161               211              355
T. Rowe Price Natural Resources                                     104              149               191              318
Founders Capital Appreciation                                       103              147               188              311
INVESCO Equity Income                                               102              142               180              297
PIMCO Total Return Bond                                             101              139               174              284
PIMCO Limited Maturity Bond                                         101              139               175              287
AST Scudder International Bond                                      107              158               207              348
Eagle Growth Equity                                                 103              146               186              308
Berger Capital Growth                                               103              146               186              308
AA Growth                                                            99              134               166              268
AA Small Capitalization                                             100              137               171              278
AA Income and Growth                                                 98              130               160              257
AA Balanced                                                         101              140               177              290
AA MidCap Growth                                                    100              137               172              280
AVP Short-Term Multi-Market                                         100              136               170              277
AVP Growth and Income                                                99              135               168              272
AVP Premier Growth                                                  100              136               170              277
NB Growth                                                            99              135               168              273
NB Limited Maturity Bond                                             98              130               159              255
NB Balanced                                                         100              137               172              280
NB Partners                                                         103              147               188              311
Scudder Bond                                                         96              125               151              238
</TABLE>



<PAGE>


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> 
Jancap Growth                                                       $27              $83              $142             $300
LA Growth and Income                                                 26               80               136              288
Seligman Henderson International Equity                              28               85               144              304
Seligman Henderson International Small Cap                           33              101               171              355
Fed Utility Inc                                                      25               77               132              280
Fed High Yield                                                       27               83               141              298
AST Phoenix Balanced Asset                                           25               77               132              280
AST Money Market                                                     22               67               115              246
AST Phoenix Capital Growth                                           27               83               141              298
T. Rowe Price Asset Allocation                                       28               86               146              308
T. Rowe Price International Equity                                   33              101               171              355
T. Rowe Price Natural Resources                                      29               89               151              318
Founders Capital Appreciation                                        28               87               148              311
INVESCO Equity Income                                                27               82               140              297
PIMCO Total Return Bond                                              26               79               134              284
PIMCO Limited Maturity Bond                                          26               79               135              287
AST Scudder International Bond                                       32               98               167              348
Eagle Growth Equity                                                  28               86               146              308
Berger Capital Growth                                                28               86               146              308
AA Growth                                                            24               74               126              268
AA Small Capitalization                                              25               77               131              278
AA Income and Growth                                                 23               70               120              257
AA Balanced                                                          26               80               137              290
AA MidCap Growth                                                     25               77               132              280
AVP Short-Term Multi-Market                                          25               76               130              277
AVP Growth and Income                                                24               75               128              272
AVP Premier Growth                                                   25               76               130              277
NB Growth                                                            24               75               128              273
NB Limited Maturity Bond                                             23               70               119              255
NB Balanced                                                          25               77               132              280
NB Partners                                                          28               87               148              311
Scudder Bond                                                         21               65               111              238
</TABLE>

CONDENSED FINANCIAL INFORMATION: The Unit Prices
and number of Units in the Sub-accounts are shown below, as is yield information
on the AST Money  Market  Sub-account.  All or some of these  Sub-accounts  were
available  during the periods  shown as  investment  options for other  variable
annuities we offer  pursuant to  different  prospectuses.  The charges  assessed
against the Sub-accounts  under the terms of those other variable  annuities are
the same as the charges  assessed  against 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 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.

No information is shown below for Sub-accounts that had not commenced operations
prior to the date of this prospectus.



<PAGE>
<TABLE>
<CAPTION>


            Sub-account and the Year Sub-account Operations Commenced

                                        LA           Seligman                                          AST
                                      Growth         Henderson         Fed            Fed            Phoenix           AST
JanCap                  and        International      Utility         High          Balanced          Money
                      Growth          Income          Equity         Income           Yield           Asset          Market
                      (1992)          (1992)          (1989)         (1993)          (1994)          (1993)          (1992)
                      ------          ------          ------         ------          ------           -----
No. of Unit
<S>                <C>             <C>             <C>             <C>              <C>           <C>            <C>       
  as of 12/31/94   22,354,170      7,479,449      14,043,215       7,177,232       2,106,791      13,986,604     27,491,389
  as of 12/31/93   13,603,637      4,058,228       9,063,464       5,390,887               0       8,743,758     11,422,783
  as of 12/31/92    1,476,139        956,949       1,948,773               0               0               0        457,872
  as of 12/31/91            0              0       1,092,902               0               0               0
  as of 12/31/90            0              0         398,709               0               0               0
  as of 12/31/89            0              0          29,858               0               0               0

Unit Price
  as of 12/31/94       $10.91         $11.98          $16.80           $9.81           $9.56          $10.34         $10.35
  as of 12/31/93        11.59          11.88           16.60           10.69               0           10.47          10.12
  as of 12/31/92        10.51          10.60           12.37               0               0               0          10.01
  as of 12/31/91            0              0           13.69               0               0               0              0
  as of 12/31/90            0              0           12.98               0               0               0              0
  as of 12/31/89            0              0           13.64               0               0               0              0
</TABLE>


            Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                        AST           T. Rowe         T. Rowe                                         PIMCO            AST
                      Phoenix          Price           Price        Founders         INVESCO          Total          Scudder
                      Capital          Asset       International     Capital         Equity          Return       International
                      Growth        Allocation        Equity      Appreciation       Income           Bond            Bond
                      (1994)          (1994)          (1994)         (1994)          (1994)          (1994)          (1994)
No. of Units
<S>                  <C>             <C>            <C>             <C>             <C>             <C>             <C>      
  as of 12/31/94     1,587,862       2,320,063      11,166,758      2,575,105       6,633,333       4,577,708       1,562,364

Unit Price
  as of 12/31/94         $9.21           $9.80           $9.49         $10.69           $9.61           $9.61           $9.59
</TABLE>

            Sub-account and the Year Sub-account Operations Commenced
<TABLE>
<CAPTION>

                                                                       AA              AA
                       Eagle          Berger                          Small          Income                            AA
                      Growth          Capital           AA          Capital-           and             AA            Midcap
Equity                Growth          Growth          ization        Growth         Balanced         Growth
                      (1994)          (1994)          (1988)         (1988)          (1988)          (1989)          (1993)
                       ----            ----            -----          ----           ------          ------          ------
No. of Units
<S>                   <C>             <C>          <C>             <C>             <C>              <C>            <C>      
  as of 12/31/94      351,319         301,267      5,614,760       9,356,764       1,958,603        768,128        4,308,374
  as of 12/31/93            0              0       2,997,458       7,101,658       2,023,006         583,925       1,450,892
  as of 12/31/92            0              0       1,482,037       4,846,024         593,848         333,805              0
  as of 12/31/91            0              0         559,779       2,172,189         206,605         132,959              0
  as of 12/31/90            0              0          82,302         419,718          40,344          32,764              0
  as of 12/31/89            0              0           6,900          35,438           8,145          11,591              0
  as of 12/31/88            0              0               0           3,000           1,760               0              0




<PAGE>


Unit Price
  as of 12/31/94        $9.86          $9.94          $23.18          $27.95          $13.51          $12.00         $13.34
  as of 12/31/93            0              0           23.18           29.65           14.94           12.71          13.74
  as of 12/31/92            0              0           19.19           26.54           13.73           11.96              0
  as of 12/31/91            0              0           17.32           26.00           12.82           11.08              0
  as of 12/31/90            0              0           12.51           16.74           10.53           10.73              0
  as of 12/31/89            0              0           12.19           15.61           10.65           10.22              0
  as of 12/31/88            0              0               0            9.63           10.05               0              0
</TABLE>

            Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                        AVP             AVP                                            NB
                    Short-Term        Growth            AVP                          Limited
                      Multi-            and           Premier          NB           Maturity           NB            Scudder
                      Market          Income          Growth         Growth           Bond          Balanced          Bond
                      (1992)          (1992)          (1992)         (1988)          (1988)          (1989)          (1993)
                       ----            -----           ----           ----           ------          ------          ------

No. of Units
<S>                 <C>            <C>             <C>             <C>            <C>              <C>            <C>      
  as of 12/31/94    1,839,569      2,652,224       2,802,431       2,734,835      10,689,462       3,956,683      5,363,572
  as of 12/31/93    1,963,502      1,632,107       1,042,445       2,388,450      10,615,851       3,624,095      2,805,580
  as of 12/31/92    1,021,786        491,506         332,442       1,504,044       4,770,985       1,956,333              0
  as of 12/31/91            0              0               0         688,657       1,533,750         603,972              0
  as of 12/31/90            0              0               0         176,121         324,745         116,457              0
  as of 12/31/89            0              0               0          30,112          11,215          11,226              0
  as of 12/31/88            0              0               0           3,743             498               0              0

Unit Price
  as of 12/31/94        $9.60         $11.28          $11.95          $16.63          $13.85          $14.91          $9.87
  as of 12/31/93        10.42          11.48           12.49           17.75           14.07           15.64          10.52
  as of 12/31/92         9.91          10.42           11.25           16.86           13.38           14.90              0
  as of 12/31/91            0              0               0           15.61           12.90           13.99              0
  as of 12/31/90            0              0               0           12.20           11.75           11.56              0
  as of 12/31/89            0              0               0           13.48           11.00           11.50              0
  as of 12/31/88            0              0               0           10.56           10.08               0              0
</TABLE>

     The financial statements of the Sub-accounts being offered to you that were
available as investment options in 1994 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.  The yield is calculated based on
the performance of the AST Money Market  Sub-account  during the last seven days
of the  calendar  year  ending  prior  to the  date of this  Prospectus.  At the
beginning of the seven day period,  the  hypothetical  contract had a balance of
one Unit. The current and effective yields reflect the recurring 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.

<TABLE>
                   <S>                                 <C>                               <C>  
                     Sub-account                       Current Yield                     Effective Yield
                   AST Money Market                         4.39%                              4.49%
</TABLE>


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

     Variable  Investment  Options:  During the  accumulation  phase, we offer a
number of Sub-accounts  as variable  investment  options.  These are all Class 1
Sub-accounts of American Skandia Life Assurance  Corporation  Variable Account B
("Separate  Account B"). Each of these Sub-accounts  invests  exclusively in one
underlying  mutual fund, 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:



<PAGE>
<TABLE>
<CAPTION>


Underlying Mutual Fund:            Neuberger & Berman                  Underlying Mutual Fund:          The Alger American
                            Advisers Management Trust                                                                  Fund

Sub-account          Underlying Mutual Fund Portfolio                  Sub-account         Underlying Mutual Fund Portfolio

<S>                             <C>           <C>                      <C> 
NB Growth                                      Growth                  AA Income and Growth               Income and Growth
NB Limited                                                             AA Small Capitalization         Small Capitalization
  Maturity Bond                 Limited Maturity Bond                  AA Growth                                     Growth
NB Balanced                                  Balanced                  AA Balanced                                 Balanced
NB Partners                                  Partners                  AA MidCap Growth                       MidCap Growth

Underlying Mutual Fund:              Alliance Variable                 Underlying Mutual Fund:        Scudder Variable Life
                            Products Series Fund, Inc.                                                      Investment Fund

Sub-account          Underlying Mutual Fund Portfolio                  Sub-account         Underlying Mutual Fund Portfolio

AVP Short-Term                                                         Scudder Bond                                    Bond
  Multi-Market                Short-Term Multi-Market
AVP Growth and Income               Growth and Income
AVP Premier Growth                     Premier Growth
</TABLE>

<TABLE>
<CAPTION>

                 Underlying Mutual Fund: American Skandia Trust

                  Sub-account                                                              Underlying Mutual Fund Portfolio
                  -----------                                                              --------------------------------
                  <S>                                                            <C>   
                  JanCap Growth                                                                               JanCap Growth
                  LA Growth and Income                                                        Lord Abbett Growth and Income
                  Seligman Henderson International Equity                           Seligman Henderson International Equity
                  Seligman Henderson International Small Cap                     Seligman Henderson International Small Cap
                  Fed Utility Inc                                                                  Federated Utility Income
                  Fed High Yield                                                                       Federated High Yield
                  AST Phoenix Balanced Asset                                                     AST Phoenix Balanced Asset
                  AST Money Market                                                                         AST Money Market
                  AST Phoenix Capital Growth                                                     AST Phoenix Capital Growth
                  T. Rowe Price Asset Allocation                                             T. Rowe Price Asset Allocation
                  T. Rowe Price International Equity                                     T. Rowe Price International Equity
                  T. Rowe Price Natural Resources                                           T. Rowe Price Natural Resources
                  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
                  AST Scudder International Bond                                             AST Scudder International Bond
                  Eagle Growth Equity                                                                   Eagle Growth Equity
                  Berger Capital Growth                                                               Berger Capital Growth
</TABLE>

As of the date of this prospectus, we are in the process of requesting exemptive
relief  from the  Securities  and  Exchange  Commission  ("SEC")  to  substitute
alternative   Sub-accounts   and  their   underlying   mutual  fund   portfolios
("substituted  options") for certain  Sub-accounts and their  underlying  mutual
fund  portfolios  that we propose to cease offering as investment  options under
the  Annuity  ("eliminated  options").   You  will  receive  prior  notification
regarding the details of such substitution.  The variable options expected to be
eliminated and the variable options  expected to be the substituted  options are
as follows:



<PAGE>
<TABLE>


                  <S>                                                 <C>  
                  options proposed to be eliminated:                  options proposed to be substituted:

                  Alger Balanced                                               AST Phoenix Balanced Asset
                  Alger Income & Growth                                     Lord Abbett Growth and Income
                  Alliance Short-Term Multi-Market                            PIMCO Limited Maturity Bond
                  Alliance Premier Growth                                                    Alger Growth
                  Alliance Growth & Income                                  Lord Abbett Growth and Income
                  Neuberger & Berman AMT Growth                           Neuberger & Berman AMT Partners
                  Neuberger & Berman AMT Balanced                              AST Phoenix Balanced Asset
                  Neuberger & Berman AMT Limited Maturity Bond                PIMCO Limited Maturity Bond
                  Scudder Bond                                                    PIMCO Total Return Bond
                  AST Eagle Growth Equity                                                    Alger Growth
                  AST Phoenix Capital Growth                                                 Alger Growth
</TABLE>

In the  exemptive  application  filed with the SEC we are seeking  permission to
allow  transfers  from  eliminated  options  to  any  other  investment  options
available  under the Annuity  for a period of 30 days prior to any  substitution
without the  imposition of any transfer fee. Such  transfers  would not count in
determining whether the twelve free transfers have been exceeded.

The proposed  substitution of the substituted options for the eliminated options
likewise  would not impose a transfer fee nor count in  determining  whether the
twelve free  transfers have been exceeded.  The proposed  substitution  will not
affect your rights or our obligations under the Annuity.

The terms,  conditions and scope of any order  granting,  in whole or part, such
requested  exemptive  relief,  may vary from such request.  Applicants  have the
right, among other things, to amend their request for exemptive relief as to any
portfolios.

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 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  A. 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.  As of the
date of this  Prospectus,  shares of the underlying  mutual fund  portfolios are
available  only to  separate  accounts  of  life  insurance  companies  offering
variable annuity and variable life insurance products.  However,  the shares may
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  1-800-752-6342  or writing to us at
P.O. Box 883, Attention: Concierge Desk, 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 will take those  steps  needed to make such Fixed  Allocations
available to purchasers to whom  Annuities were issued prior to the date of such
approval.

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

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

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

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

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

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

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

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

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

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

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.

The staff of the  Securities  and Exchange  Commission  have raised the issue of
whether the existence of a separate account supporting Fixed Allocations such as
Separate  Account D, the  assets of which are not  chargeable  with  liabilities
arising out of any other business we conduct, is an investment company under the
1940 Act. If it is determined that Separate Account D is an investment  company,
it will be required to register and comply with the requirements of the 1940 Act
unless Separate Account D seeks and obtains an exemption from such requirements.
We have applied for an exemption without prejudice to our position that Separate
Account D is not an  investment  company and that such  exemptive  relief is not
required. Such application for exemption may or may not be granted.

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

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

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

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

                  (a) Investments may be made in cash; debt securities issued by
the United States Government or its agencies and instrumentalities; money market
instruments;   short,   intermediate   and  long-term   corporate   obligations;
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
either 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  manager  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,  Systematic  Withdrawals,  Minimum
Distributions,  and additional reports. As of the date of this Prospectus, we do
not charge you for any special services.

     Contingent  Deferred  Sales  Charge:  Although we incur  sales  expenses in
connection  with  the  sale of  contracts  (for  example,  preparation  of sales
literature,  expenses  of selling  and  distributing  the  contracts,  including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be  assessed.  We assess a  contingent  deferred  sales  charge  against the
portion of any  withdrawal or surrender  that is deemed to be a  liquidation  of
your Purchase  Payments paid within the preceding  seven years.  The  contingent
deferred sales charge applies to each Purchase Payment that is liquidated. It is
a decreasing  percentage of the Purchase  Payment 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 for
Annuities  issued for delivery in all  jurisdictions  except New York is: year 1
- -7.5%;  year 2 - 7.0%;  year 3 - 6.0%;  year 4 - 5.0%;  year 5 - 4.0%;  year 6 -
3.0%; year 7 - 2.0%; year 8 and thereafter - 0%. The charge for Annuities issued
for delivery in New York is: year 1 -7.5%;  year 2 - 6.5%; year 3 - 5.5%; year 4
- - 4.5%; year 5 - 3.5%; year 6 - 2.5%; year 7 - 1.5%; year 8 and thereafter - 0%.

Each Annuity Year in the accumulation phase you may withdraw a limited amount of
Account Value without  application of any contingent  deferred sales charge (see
"Free  Withdrawal").  However,  for purposes of the  contingent  deferred  sales
charge,  amounts  withdrawn as free withdrawals are not considered a liquidation
of Purchase  Payments.  Account Value is deemed withdrawn  according to specific
rules in determining how much, if any,  contingent deferred sales charge applies
to a partial  withdrawal  (see  "Partial  Withdrawal").  There is no  contingent
deferred  sales charge if all Purchase  Payments  were received at least 7 years
prior to the date of  either  a full  surrender  or  partial  withdrawal.  Where
permitted by law, any  contingent  deferred  sales charge  applicable  to a full
surrender  is  waived  if such  full  surrender  qualifies  under our rules as a
medically-related withdrawal (see "Medically-Related Surrenders").

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

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

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

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

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 deducted  from the  Account  Values in the
Sub-accounts  annually  and upon  surrender.  The fee is limited to the  Account
Values in the  Sub-accounts as of the Valuation  Period such fee is due. 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 any
Annuity Year.  However,  the fee is only charged if there is Account Value in at
least one Sub-account immediately subsequent to such transfer.

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

     CHARGES  ASSESSED  AGAINST THE 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 transfers, 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 each fund  prospectus 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 are available to certain classes of purchasers,  including, but
not limited to, those who submit Purchase  Payments above  specified  breakpoint
levels and those who are exchanging a contract  issued by another insurer for an
Annuity.  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 such plans
before we issue an Annuity to be used in connection with such retirement  plans.
We may also restrict or change  certain  rights and benefits if, in our opinion,
such  restrictions  or  changes  are  necessary  for your  Annuity to be used in
connection  with  such  retirement  plans.  The  Annuity  may  also  be  used in
connection  with plans that do not qualify  under the sections of the Code noted
above. Some of the potential tax consequences resulting from various uses of the
Annuities are discussed in the section entitled "Certain Tax Considerations".

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

The minimum initial  Purchase Payment we accept is $10,000 if the Annuity is not
to be used in  connection  with a plan which is  designed to qualify for special
treatment  under the Code  (see  "Certain  Tax  Considerations")  or unless  you
authorize  the use of  bank  drafting  to  make  Purchase  Payments  (see  "Bank
Drafting"). The minimum is $2,000 if the Annuity is purchased in connection with
a plan which is  designed  to so qualify  unless you  authorize  the use of bank
drafting.  If you choose bank drafting,  we will accept a lower initial Purchase
Payment provided that the Purchase  Payments received in the first year total at
least  $1,000.  The initial  Purchase  Payment  must be paid by check or by wire
transfer.  It cannot be made  through  bank  drafting.  Our Office must give you
prior  approval  before we accept a Purchase  Payment  that would  result in the
Account  Value of all  annuities  you maintain  with us exceeding  $500,000.  We
confirm each Purchase Payment in writing.  Multiple annuities  purchased from us
within the same  calendar year may be treated for tax purposes as if they were a
single annuity (see "Certain Tax Considerations").

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

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

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

                                                                                    Additional Amount as a
                  Purchase Payment                                      Percentage of the Purchase Payment

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

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

However,  the value of any Additional Amounts combined with any Exchange Credits
due under any  exchange  program we offer may not exceed the  specified  maximum
percentage under such exchange program (see "Exchange Contracts").

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

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

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

     Exchange Contracts:  We reserve the right to offer an exchange program (the
"Exchange  Program")  available  only to  purchasers  who  exchange  an existing
contract  issued  by  another  insurance  company  not  affiliated  with  us (an
"Exchange  Contract") for an Annuity or who add, under certain  qualified plans,
to an existing  Annuity by  exchanging an Exchange  Contract.  As of the date of
this Prospectus,  where allowed by law, we were making such a program available.
However, we reserve the right to modify, suspend, or terminate it at any time or
from time to time without notice.  If such an Exchange Program is in effect,  it
will apply to all such exchanges for an Annuity.

Such a program  would be  available  only  where  permitted  by law to owners of
insurance or annuity contracts deemed not to constitute  "securities"  issued by
an investment  company.  Therefore,  while a currently owned variable annuity or
variable  life  insurance  policy may be  exchanged  for an Annuity  pursuant to
Section 1035 of the Code, or where  applicable,  may qualify for a "rollover" or
transfer to an Annuity  pursuant to certain other sections of the Code,  such an
exchange,  "rollover" or transfer of such a currently owned variable  annuity or
variable life insurance  policy subject to the 1940 Act will not qualify for any
Exchange Program being offered in relation to Annuities offered pursuant to this
Prospectus.  You should  carefully  evaluate  whether  any  particular  Exchange
Program we offer  benefits you more than if you  continue to hold your  Exchange
Contract.  Factors to consider include,  but are not limited to: (a) the amount,
if any, of the surrender charges under your Exchange Contract,  which you should
ascertain  from  your  insurance  company;  (b) the time  remaining  under  your
Exchange  Contract  during  which  surrender  charges  apply;  (c) the  on-going
charges,  if any, under your Exchange Contract versus the on-going charges under
an Annuity;  (d) the contingent deferred sales charge under an Annuity;  (e) the
amount and timing of any benefits  under such an Exchange  Program;  and (f) the
potentially  greater cost to you if the  contingent  deferred sales charge on an
Annuity or the surrender  charge on your Exchange  Contract exceeds the benefits
under  such an  Exchange  Program.  There  could be adverse  federal  income tax
consequences.   You  should  consult  with  your  tax  advisor  as  to  the  tax
consequences of such an exchange (see "Tax Free Exchanges").

Under the Exchange  Program  available as of the date of this  Prospectus we add
certain amounts to your Account Value as exchange credits ("Exchange  Credits").
Such  Exchange  Credits  are  credited by us on behalf of the Owners of Exchange
Contracts with funds from our general account. Subject to a specified limit (the
"Exchange  Credit  Limit")  discussed  below,  the  Exchange  Credits  equal the
surrender  charge  paid,  if  any,  to the  other  insurance  company  plus  the
difference,  if any,  between  the  "annuity  value" and the  "Surrender  Value"
attributable to a difference in interest rates that have or would be credited to
such  values in  amounts  typically  referred  to as "two  tier"  annuities.  (A
"two-tier"  annuity is generally  credited higher interest rates if there are no
or limited  withdrawals  before  annuitization,  and a lower interest rate would
apply upon  surrender  and most  withdrawals.)  Both such amounts  hereafter are
referred to as a "surrender  charge".  Exchange  Credits are not included in any
amounts  returned  to  you  during  the  "free-look"   period  described  below.
Determination of whether an Exchange Contract is a "two tier" annuity qualifying
for Exchange Credits is in our sole discretion. This Exchange Program is subject
to the following rules:

     (1) We do not add Exchange  Credits  unless we receive In Writing  evidence
satisfactory to us:

                  (a) of the surrender charge, if any, you paid to surrender the
Exchange  Contract  and the amount of any such charge  (you may have  particular
difficulty in obtaining  satisfactory  evidence of any surrender  charge paid to
surrender an Exchange Contract  typically  referred to as a "two tier" annuity);
and

                  (b)  that  you  acknowledge   that  you  are  aware  that  the
contingent  deferred  sales  charge  under this Annuity will be assessed in full
against  any  subsequent  surrender  or partial  withdrawal  to the extent  then
applicable.

         (2)  The  ratio  of the  Exchange  Credits  to be  added  to any  Fixed
Allocation is the ratio between such Fixed  Allocation and the Purchase  Payment
that  qualifies  for this  Exchange  Credit on the date we allocate the Purchase
Payment. Exchange Credits not added to Fixed Allocations,  if any, are allocated
pro-rata  among  the   Sub-accounts   based  on  your  Account  Values  in  such
Sub-accounts at the time we allocate the Exchange Credits.

     (3) The  Exchange  Credit is  allocated as of the later of (a), (b) or (c);
where

     (a) is the  date  the  applicable  Purchase  Payment  is  allocated  to the
investment options;

     (b) is 30 days after the Issue Date; and

     (c) is the date we receive, In Writing,  evidence satisfactory to us of the
amount of the surrender charge you paid to surrender the Exchange Contract.

For the fixed investment  options,  interest on the Exchange Credits is credited
as of the later of (a) or (b), where:

     (a) is the date the applicable Purchase Payment was allocated; and

     (b) is the date we receive, In Writing,  evidence satisfactory to us of the
amount of the surrender charge you paid to surrender the Exchange  Contract,  if
more than 30 days after the Issue Date.

         (4) The value of the Exchange  Credits as of the date of the allocation
to the investment  options equals the lesser of the Exchange Credit Limit or the
surrender  charge you paid to  surrender  the  Exchange  Contract.  The Exchange
Credit Limit  currently is 5.5% of the net amount  payable upon surrender of the
Exchange  Contract  (except  for  Exchange  Contracts  which  are  purchased  by
retirement  plans  designed to qualify under Section 401 of the Code,  where the
Exchange  Credit Limit is 5%), less the value of any  Additional  Amounts we may
credit because of the size of your initial Purchase Payment (see "Breakpoints").
It is not based on any other Purchase Payment.  We reserve the right at any time
and from  time to time to  increase  or  decrease  the  Exchange  Credit  Limit.
However,  the  Exchange  Credit  Limit in effect  at any time will  apply to all
purchases qualifying for the Exchange Program.

         (5) The value of any Exchange  Credits is not  considered  "growth" for
purposes  of  determining  amounts  available  as a free  withdrawal  (see "Free
Withdrawal").

         (6) We do not consider  additional  amounts  credited to Account  Value
under  the  Exchange  Program  to be an  increase  in  your  "investment  in the
contract" (see "Certain Tax Considerations").

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

     Right to Return  the  Annuity:  You have the right to  return  the  Annuity
within twenty-one days of receipt or longer where required by law. The period in
which you can take this  action is known as a  "free-look"  period.  To exercise
your right to return the Annuity during the "free-look"  period, you must return
the Annuity.  The amount to be refunded is the then current  Account  Value plus
any tax charge  deducted and less any  Additional  Amounts  added due to premium
size (see  "Breakpoints").  This is the "standard refund".  If necessary to meet
Federal  requirements for IRAs or certain state law requirements,  we return the
greater of the  "standard  refund" or the Purchase  Payments  received  less any
withdrawals  (see  "Allocation  of Net Purchase  Payments").  We tell you how we
determine  the  amount  payable  under any such  right at the time we issue your
Annuity.

Upon the termination of the "free-look"  period,  if you surrender your Annuity,
you may be assessed certain charges (see "Charges Assessed or Assessable Against
the Annuity").  For annuities  subject to New York law, notice given by mail and
return  of the  Annuity  by mail are  effective  on being  postmarked,  properly
addressed and postage  prepaid.  If the Annuity is returned to the agent,  other
than by mail,  the  effective  date of surrender of the Annuity will be the date
the  Annuity is  received  by the agent.  The amount  payable as to any  amounts
allocated to the variable  investment  options equals the Account Value plus any
fees or  charges  deducted  as of the date the  cancellation  request  is either
postmarked  or returned to the agent.  If you choose to allocate  any portion of
your  Purchase  Payment  to  the  variable  investment  options,  you  bear  the
investment  risk  during  this  period.  The amount  payable  as to any  amounts
allocated to the fixed investment options equals the greater of (i) the Purchase
Payment, less any withdrawals,  or (ii) the current Account Value of the Annuity
plus any fees or charges deducted on the date the cancellation request is either
postmarked or returned to the agent.

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

We may require that 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 type of program which you
have  authorized  or  have  authorized  an  independent  third  party  to use in
connection with your Annuity (see "Allocation Rules").

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

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

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

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

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

You must name an Annuitant.  We do not accept a designation of joint Annuitants.
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 at the time of the death upon which death  proceeds  become  payable or in
the absence of any  Beneficiary  designation,  the proceeds  will vest in you or
your estate.

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

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

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

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

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

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

                                     where:

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

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

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

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

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

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 credit  Additional  Amounts to
Fixed Allocations.  We may do so at our sole discretion.  We may offer to credit
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 credit them to the
applicable Fixed Allocation. Such a program is subject to the following rules:

         (1) The  Additional  Amounts  are  credited  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
credited  in relation to any  exchange  of another  annuity  issued by us for an
Annuity.

         (2) The Additional Amounts are credited 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  credited to the
applicable Fixed Allocation.  However, we may change the percentage from time to
time.

         (5) There is a change to the MVA  formula.  The  formula  changes  from
[(1+I) / (1+J)]N/12  to [(1+I) /  (1+J+0.0010)]N12  (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 credited 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
any such program is offered  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
crediting Additional Amounts solely to a Fixed Allocation.

         (10) We reserve  the right to reduce  the  Additional  Amount  when the
Additional  Amount  combined with amounts we credit under various other programs
we may offer,  such as the Exchange  Program,  exceed the Exchange  Credit Limit
(see "Exchange Contracts").

     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,  except  as  part  of a  bank  drafting  program  (see  "Bank
Drafting"),  or less where required by law.  Additional Purchase Payments may be
paid at any time before the Annuity Date.  Subject to our allocation  rules,  we
allocate additional Net Purchase Payments according to your 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 Owner or Annuitant who does not meet our
then current  underwriting  guidelines;  (c) a new  Annuitant  subsequent to the
Annuity Date if the annuity option selected includes a life contingency; and (d)
a new Annuitant prior to the Annuity Date if the Annuity is owned by an entity.

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

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

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 any 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 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.

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 to
you for transfers or allocations of Net Purchase  Payments  during any period in
which you authorize such third party to act on your behalf.  We give you, and/or
the third  party you  authorize  prior  notification  of any such  restrictions.
However,  we will not enforce such a  restriction  if we are  provided  evidence
satisfactory  to us that:  (a) such third party has been appointed by a court of
competent  jurisdiction to act on your behalf;  or (b) such third party has been
appointed by you to act on your behalf for all your financial affairs.

We or an affiliate of ours may provide  administrative or other support services
to independent  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 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, and
where required by law, the 30 days prior to the Maturity Date, is on the date we
apply your Account  Value to determine  the annuity  payments  that begin on the
Annuity Date (see "Annuity Payments").

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

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

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

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

Dollar cost averaging is available from any of the investment  options we choose
to make available for such a program. Your Annuity must have an Account Value of
not less than  $10,000  at the time 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
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".

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

Under this program, Account Values in variable investment options are rebalanced
quarterly,  semi-annually  or annually,  as applicable,  to the  percentages you
request.  The rebalancing may occur  quarterly,  semi-annually or annually based
upon the Issue Date. If a transfer is requested prior to the date Account Values
are to be rebalanced  while an automatic  rebalancing  program is in effect,  we
automatically alter the rebalancing percentages going forward (unless we receive
alternate  instructions)  to the ratios  between  Account Values in the variable
investment  options as of the effective date of such requested  transfer once it
has been  processed.  Automatic  rebalancing  is delayed  one quarter if Account
Value is being  maintained in the AST 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 in a form  satisfactory to
us.

     Distributions:   Distributions  available  from  your  Annuity  during  the
accumulation  phase  include  surrender,   medically-related   surrender,   free
withdrawals, partial withdrawals,  Systematic Withdrawals, 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  for its Account  Value prior to the Annuity  Date upon
occurrence of a "Contingency  Event". 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 if the Annuitant is:

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

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

"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").

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

The maximum amount available as a free withdrawal during an Annuity Year depends
on the use of your Annuity on its Issue Date.  For Annuities  used in connection
with  retirement  plans designed to meet the  requirements of Section 401 of the
Code, the maximum amount available as a free withdrawal, where permitted by law,
equals the greater of the Annuity's  "growth" or 20% of "new" Purchase Payments.
For all other  Annuities,  the maximum  amount  available  as a free  withdrawal
equals the greater of your Annuity's "growth" or 10% of "new" Purchase Payments.
"Growth" equals the then current Account Value less all "unliquidated"  Purchase
Payments  and less the value at the time  credited  of any  Exchange  Credits or
Additional  Amounts (see "Exchange  Contracts",  "Breakpoints"  and  "Additional
Amounts  in  the  Fixed  Allocations").   "Unliquidated"  means  not  previously
surrendered  or withdrawn.  "New"  Purchase  Payments are those  received in the
seven  (7) years  prior to the date as of which a free  withdrawal  occurs.  For
purposes of the contingent  deferred sales charge,  amounts  withdrawn as a free
withdrawal are not considered a liquidation of Purchase Payments. Therefore, any
free withdrawal 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 seven years prior to the partial withdrawal); then from

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

         (4)      Other Surrender Value.

     Systematic  Withdrawals:  We offer Systematic Withdrawals of earnings only,
principal plus earnings or a flat dollar  amount.  Systematic  Withdrawals  from
Fixed  Allocations  are limited to earnings  only. You may choose at any time to
begin  such a program if  withdrawals  are to come  solely  from  Account  Value
maintained  in  the  Sub-accounts.  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:



<PAGE>

     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
beginning of its then current Guarantee Period; and

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

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.

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

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

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

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

If the Annuitant  dies before the Annuity Date,  the  Contingent  Annuitant will
become the  Annuitant.  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. For Annuities issued subsequent to our implementation of
a change to  commutation  rights,  we do not  guarantee any  commutation  rights
unless  required by law. For Annuities  issued prior to  implementation  of such
change, we will commute any remaining  "certain"  payments and pay a lump sum if
elected  by you or, in the  absence  of  specific  instructions  by you,  by the
Beneficiary.  To the extent  permitted  by law, we will  commute  any  "certain"
payments  pursuant to such  Annuities  using the same  interest  rate assumed in
determining the annuity payments then due.

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

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

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

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

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

You may elect to have any amount of the proceeds due to the Beneficiary  applied
under  any of the  options  described  below.  Except  where a lower  amount  is
required by law, the minimum monthly annuity payment is $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
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 of 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 then current  annuity  rates for
that type of annuity and for the frequency of payment selected. Our then current
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.
The 3% interest rates noted above are 4% for Annuities  issued prior to the date
we implemented the changes.

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

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

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

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

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

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

     Reports to You: We will provide you with reports once each quarter. You may
request  additional  reports.  We reserve the right to charge up to $50 for each
such additional report.

     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 part
of a group of companies whose predecessor  commenced  operations in 1855. Two of
our affiliates, American Skandia Marketing, Incorporated,  formerly Skandia Life
Equity  Sales  Corporation,   and  American  Skandia  Information  Services  and
Technology Corporation, formerly American Skandia Business Services Corporation,
may undertake  certain  administrative  functions on our behalf.  Our affiliate,
American Skandia Investment  Services,  Incorporated,  formerly American Skandia
Life Investment  Management,  Inc.,  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.

     Lines of Business: As of the date of this Prospectus, we offer: (a) certain
deferred  annuities  that  are  registered  with  the  Securities  and  Exchange
Commission,  including  variable  annuities,  fixed interest rate annuities that
include a market  value  adjustment  feature,  and  annuities  that  offer  both
variable and fixed investment options, such as the Annuities offered pursuant to
this  Prospectus;  (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, 1994,  1993,  1992,  1991 and 1990 has been audited by
Deloitte & Touche LLP,  independent  auditors  whose report  thereon is included
herein.
<TABLE>
<CAPTION>

Income Statement Data:
                                                          1994            1993             1992          1991            1990
                                                          -----           ----             ----          ----            ----
Revenues:
<S>                                                  <C>              <C>             <C>             <C>            <C>       
Net investment income                                $  1,300,217     $    692,758    $   892,053     $  723,253     $  846,522
Annuity premium income                                     70,000          101,643      1,304,629      2,068,452      1,268,612
Annuity charges and fees*                              24,779,785       11,752,984      4,846,134      1,335,079        220,362
Net realized capital gains (losses)                        (1,942)         330,024        195,848          4,278        (60,167)
Fee income                                              2,111,801          938,336        125,179              0              0
Other income                                               24,550            1,269         15,119         45,010         18,890
                                                     ------------  ---------------  -------------  -------------  -------------
Total revenues                                        $28,284,411      $13,817,014     $7,378,962     $4,176,072     $2,294,219
                                                      ===========      ===========     ==========     ==========     ==========

Benefits and Expenses:
Return credited to contractowners                        (516,730)         252,132        560,243        235,470        454,212
Annuity benefits                                          369,652          383,515        276,997        107,536         16,425
Increase in annuity policy reserves                     5,766,003        1,208,454      1,331,278      2,045,722      1,253,859
Underwriting, acquisition and
   other insurance expenses                            18,942,720        9,547,951     11,338,765      7,294,400      6,796,317
Interest expense                                        3,615,845          187,156              0              0              0
                                                     ------------    -------------------------------  ----------     ----------
Total benefits and expenses                           $28,177,490      $11,579,208    $13,507,283     $9,683,128     $8,520,813
                                                      ===========      ===========    ===========     ==========     ==========

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

Net income (loss)                                  $     (140,508)    $  2,054,841   $ (6,128,321)   ($5,507,056)   ($6,226,594)
                                                   ===============    ============   ============    ===========    ============

Balance Sheet Data:
Total Assets                                       $2,864,416,329   $1,558,548,537   $552,345,206    $239,435,675   $76,259,603
                                                 ================   ==============   ============    ============   ===========

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

Shareholder's Equity                             $     52,205,524      $52,387,687    $46,332,846    $ 14,292,772   $12,848,857
                                                 ================      ===========    ===========  ==============   ===========
</TABLE>


<PAGE>


                                                                 46

*On annuity sales of $1,372,874,000,  $890,640,000,  $287,596,000,  $141,017,000
and $53,218,000  during the years ended December 31, 1994, 1993, 1992, 1991, and
1990,   respectively,    with   contractowner   assets   under   management   of
$2,661,161,000, $1,437,554,000, $495,176,000, $217,425,000 and $60,633,000 as of
December 31, 1994, 1993, 1992, 1991, and 1990 respectively.

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

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

     Results of Operations:  The Company's long term business plan was developed
reflecting the current sales and marketing approach. Sales volume increased 54%,
210% and 104% in 1994, 1993, and 1992, respectively.  This was the fifth year of
significant  growth in sales volume for the Company.  Assets grew 84%,  182% and
131% in 1994, 1993 and 1992, respectively.  These increases were a direct result
of the substantial sales volume increasing  separate account assets and deferred
acquisition  costs.  Liabilities grew 87%, 198% and 125% in 1994, 1993 and 1992,
respectively,  as  result  of the  reserves  required  for the  increased  sales
activity and also borrowing  during 1994 and 1993 needed to fund the acquisition
costs of the Company's variable annuity business.

The  Company  experienced  a net loss after tax in 1994,  which was in excess of
plan.  This 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.

In 1992, the Company  experienced a net loss after tax. Losses were  anticipated
in the early years of operation,  however 1992 was greater than anticipated, due
to  management's  decision to invest in developing  proprietary  distribution as
well as upgrading the core processing system.

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 111%, 143% and 263% in 1994, 1993 and 1992, respectively.

Net investment  income  increased 88%,  decreased 22% and increased 23% in 1994,
1993 and 1992, respectively. The increase in 1994 is a result of the 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  125% and 650% in 1994 and 1993,  respectively,  as a
result of income from transfer  agency type  activities  and fees for service in
support of marketing public mutual funds.

Return credited to contractowners represents revenues on the variable and market
value adjusted  annuities  offset by the benefit payments and change in reserves
required on this business.  Also included are the benefit payments and change in
reserves on immediate annuity contracts without significant mortality risks. The
result  for the  year  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.

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.  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 contracts.

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

Underwriting,  acquisition and other insurance  expenses in 1992 were made up of
$16.1 million of commissions and $15.5 million of general expenses offset by the
net capitalization of deferred acquisition costs totaling $20.3 million.

Interest  expense  increased  $3.4 million over the previous year as a result of
the $69 million in surplus notes.

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

As previously  stated, the Company had significant growth during 1994. The sales
volume of $1.372 billion was primarily  (approximately  90%) 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 1994,  the Company  borrowed an additional $49 million from its parent in
the form of surplus  notes and extended  the  reinsurance  agreement  (which was
initiated  in 1993) with a large  reinsurer  in support of its cash  needs.  The
Company also entered into a second  reinsurance  agreement  effective January 1,
1994. 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. In 1992 and 1993, the parent  contributed the capital needed to
provide a capital base for the Company's planned future growth.

As of  December  31,  1994 and  December  31,  1993,  shareholder's  equity  was
$52,205,524 and $52,387,687  respectively,  which includes the carrying value of
the  state  insurance  licenses  in the  amount  of  $5,012,500  and  $5,162,500
respectively.

The  Company  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:  We have entered into two reinsurance  agreements with a large
reinsurer.  These reinsurance  agreements are modified coinsurance  arrangements
with the reinsurer  sharing in the  experience  of a specific  block of business
which includes the annuities described in this Prospectus.

     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, 1994, we had 158 direct salaried  employees.
An affiliate,  American Skandia Information Services and Technology Corporation,
formerly American Skandia Business Services Corporation,  that provides services
almost exclusively to us, had 52 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.



<PAGE>


Executive Officers and Directors:

Our  executive  officers  and  directors,  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>

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

Alan Blank                                                    Vice President,                                        Vice President,
46                                                            National Sales Manager,               National Sales Manager, Banking:
                                                              Banking                                          American Skandia Life
                                                                                                               Assurance Corporation

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

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

Nancy F. Brunetti                                             Vice President,                          Vice President, Business and
33                                                            Business and Application                      Application Development:
                                                              Development                                      American Skandia Life
                                                                                                               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,
39                                                                                                           Assurance and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

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

Lincoln R. Collins                                            Vice President,                    Vice President, Product Management:
34                                                            Product Management                               American Skandia Life
                                                                                                               Assurance Corporation


Gene Crawford                                                 Vice President,                                        Vice President,
50                                                            Human Resources                                       Human Resources:
                                                                                                         American Skandia Investment
                                                                                                                 Holding Corporation

     Ms. Crawford joined us in 1994.  She previously held the position of Vice President with Skandia Direct Operations Corporation.

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



<PAGE>


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

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

Kevin J. Hart                                                 Vice President and                                  Vice President and
40                                                            National Sales Manager,                        National Sales Manager,
                                                              Wirehouses                                                 Wirehouses:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

         Mr. Hart joined us in 1993.  He previously held the position of Regional Vice President with  G. T. Global.

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

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

Dianne Michael                                                Vice President,                                        Vice President,
40                                                            Concierge Desk                                         Concierge Desk:
                                                                                                               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,
40                                                                                                          Assurances and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

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

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



<PAGE>


Hayward Sawyer                                                Vice President and                                  Vice President and
50                                                            National Sales Manager,                        National Sales Manager,
                                                              Financial Planners                                 Financial Planners:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

Robert B. Seaberg                                             Vice President and                                  Vice President and
47                                                            National Marketing Director               National Marketing Director:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

         Mr.  Seaberg  joined us in 1993.  He  previously  held the  position  of Senior Vice  President  with USF&G  Investor  Life
Services.

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

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

Amanda C. Sutyak                                              Executive Vice President                      Executive Vice President
37                                                            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
44                                                            Director (since December, 1994)              and Corporate Controller:
                                                                                                         American Skandia Investment
                                                                                                                 Holding Corporation

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

Jeffrey M. Ulness                                             Vice President,                                        Vice President,
34                                                            Securities and Marketing Counsel     Securities and Marketing Counsel:
                                                                                                   American Skandia Life
                                                                                                               Assurance Corporation

     Mr. Ulness joined us in 1994.  He previously  held  positions of Counsel at
North American  Security Life Insurance  Company from March,  1991 to July, 1994
and Associate at LeBoeuf,  Lamb, Leiby,  Green and MacRae from January,  1990 to
March 1991.

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>
<TABLE>
<CAPTION>

                        Name and Principal                              Annual                Annual         Other Annual
                             Position                Year               Salary                 Bonus         Compensation
                                                                          ($)                   ($)               ($)

                           <S>                       <C>                <C>                      <C>            <C>
                           Jan R. Carendi -                             $170,569
                             Chief Executive         1993                214,121                 0
                             Officer                 1992                124,078                                $46,803

                           Alan Blank -              1994               $265,125
                             Vice President and      1993                      0
                             National Sales Manager, 1992                      0
                             Banking

                           Wade A. Dokken -          1994               $558,299
                           Executive Vice President  1993                318,637
                           and Chief Marketing       1992                343,975
                           Officer

                           Kevin J. Hart             1994               $671,804
                           Vice President and        1993                334,992
                           National Sales Manager,   1992                      0
                           Wirehouses

                           Robert Seaberg            1994               $207,625
                             Vice President,         1993                 54,075                                $21,575
                             Marketing               1992                      0
</TABLE>

                  Long-Term   Incentive  Plans  -  Awards  in  the  Last  Fiscal
YearLong-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  are  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. Amounts otherwise payable as of the end
of 1994 were so  postponed.  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.
<TABLE>
<CAPTION>

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

<S>                              <C>              <C>                                    <C>                                        
Jan R. Carendi                   70,000           Various                                $207,830
Alan Blank                        4,583           Various                                       0
Wade A. Dokken                   64,270           Various                                $542,495
Kevin J. Hart                    15,500           Various                                 $14,738
Robert Seaberg                    5,000           Various                                       0
</TABLE>



<PAGE>


     Compensation  of Directors:  The following  directors  were  compensated as
shown below in 1994:

Malcolm M. Campbell     $3,500               Gunnar Moberg                $1,250
Henrik Danckwardt       $4,000

     Compensation   Committee   Interlocks   and  Insider   Participation:   The
compensation  committee  of our  board of  directors  as of  December  31,  1994
consisted of Malcolm M. Campbell and Henrik Danckwardt.

     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
natural persons. 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 includable 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  includable 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. IRAs generally may not provide life
insurance,  but they may  provide  a de  minimus  death  benefit.  The  contract
provides an increasing  minimum death benefit might be deemed to be other than a
de minimus death benefit,  and if so, might be deemed to be life insurance.  You
are  particularly  cautioned  to seek  advice  from your own tax advisor on this
matter.

     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.  Purchasers of the contracts for
such purposes  should seek competent  advice as to  eligibility,  limitations on
permissible  amounts of Purchase Payments and other tax consequences  associated
with the contracts. In particular,  purchasers should consider that the contract
provides an  increasing  minimum death  benefit.  It is possible that such death
benefit could be  characterized  as an incidental  death  benefit.  If the death
benefit were so characterized,  this could result in currently taxable income to
purchasers. In addition, there are limitations on the amount of incidental death
benefits that may be provided under a tax-sheltered  annuity.  Even if the death
benefit under the contract were characterized as an incidental death benefit, it
is unlikely to violate those limits unless the purchaser  also  purchases a life
insurance contract as part of his or her tax-sheltered annuity plan.

     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  contribution
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.

     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 concession to be paid on premiums received is
6.5%.  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 1940 Act.

As of the date of this  Prospectus,  we were  promoting 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 a
program of non-cash merit rewards to registered representatives of participating
broker-dealers. We may withdraw or alter this promotion 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.  This
performance  information  may help you review the  performance of the investment
options  and  provide  a  basis  for  comparison  with  other  annuities.   This
information  may be less useful when comparing the performance of the investment
options with other savings or investment  vehicles.  Such other  investments may
not provide  some of the  benefits  of  annuities,  or may not be  designed  for
long-term investment purposes. Additionally other savings or investment vehicles
may not be treated like annuities under the Code.

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

Performance  information on the  Sub-accounts is based on past  performance only
and is no  indication of future  performance.  Performance  of the  Sub-accounts
should  not  be  considered  a   representation   of  the  performance  of  such
Sub-accounts in the future. Performance of the Sub-accounts is not fixed. Actual
performance will depend on the type,  quality and, for some of the Sub-accounts,
the  maturities  of the  investments  held by the  underlying  mutual  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.

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

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.

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

     Deferral of Transactions:  We may defer any distribution or transfer from a
Fixed  Allocation or an annuity payout for a period not to exceed the greater of
6 months or the period  permitted by law. If we defer a distribution or transfer
from any Fixed  Allocation  or any annuity  payout for more than thirty days, or
less  where  required  by law,  we pay  interest  of at least 4% 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;  and (i)
make changes  required by any change in other  Federal or state laws relating to
retirement annuities or annuity contracts.

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.

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

     (1)  General   Information   Regarding   American  Skandia  Life  Assurance
Corporation

         (2)      Principal Underwriter

         (3)      Calculation of Performance Data

         (4)      Unit Price Determinations

         (5)      Calculating the Market Value Adjustment

         (6)      Independent Auditors

         (7)      Legal Experts

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

FINANCIAL STATEMENTSFINANCIAL  STATEMENTS: The financial statements which follow
are those of American  Skandia Life  Assurance  Corporation  for the years ended
December 31, 1994,  1993 and 1992,  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 DESCRIPTION OF THE UNDERLYING
           MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES


<PAGE>


                                                              

                                   APPENDIX A

      FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION




<PAGE>


                                   APPENDIX B

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

The  investment  objectives  for each  underlying  mutual fund are in bold face.
Please  refer  to the  prospectuses  of each  underlying  mutual  fund  for more
complete details and risk factors applicable to certain portfolios.

                             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 JanCap Growth  Portfolio  perceives an  opportunity  for capital growth
from such  securities or so that a return may be received on its 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  for the purchase or sale of  instruments  based on
financial indices,  including  interest rates or an index of U.S.  Government or
foreign  government  securities or equity or  fixed-income  securities,  futures
contracts  on  foreign   currencies  and  fixed  income   securities   ("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.

Lord Abbett Growth and Income  Portfolio:  The investment  objective of the Lord
Abbett  Growth and Income  Portfolio is  long-term  growth of capital and income
while attempting to avoid excessive fluctuations in market value. This objective
will be pursued by  investing  in  securities  which are  selling at  reasonable
prices in relation to value. Normally, investments will be made in common stocks
of large,  seasoned  companies  which are in sound  financial  condition and are
expected to show above-average growth.

Seligman Henderson  International Equity Portfolio:  The investment objective of
Seligman   Henderson   International   Equity  Portfolio  is  long-term  capital
appreciation   consistent  with   preservation  of  capital   primarily  through
investment in securities of non-United States issuers.  The portfolio may invest
in  securities of issuers  domiciled in any country but under normal  conditions
investments  may be  made in two  principal  regions:  The  United  Kingdom  and
Continental  Europe;  and the  Pacific  Basin  Countries.  Continental  European
countries may include,  from time to time, Austria,  Belgium,  Denmark,  Federal
Republic  of Germany,  Finland,  France,  Greece,  Ireland,  Italy,  Luxembourg,
Netherlands,  Norway, Portugal, Spain, Sweden and Switzerland.  Countries in the
Pacific Basin may include Australia,  Hong Kong, India, Japan, Korea,  Malaysia,
New Zealand,  People's Republic of China,  Philippines,  Singapore,  Taiwan, and
Thailand.  The portfolio  believes that it will usually have assets  invested in
both of these  regions.  Although  under normal market  conditions the portfolio
will invest in a minimum of five countries,  it may have assets invested in many
of the above  countries.  Investments will not normally be made in securities of
issuers located in the United States or Canada.

Seligman  Henderson  International  Small Cap: The  investment  objective of the
Seligman  Henderson  International  Small Cap  Portfolio  is  long-term  capital
appreciation.  The portfolio seeks to achieve this objective primarily by making
international investments in securities of companies with small to medium market
capitalizations.  The portfolio may invest in securities of issuers domiciled in
any country. Under normal conditions investments will be made in three principal
regions:  The United  Kingdom/Continental  Europe;  the Pacific Basin; and Latin
American.  Under  normal  market  conditions,  the  portfolio's  assets  will be
invested in securities of issuers located in at least three different countries.
Investments  will not normally be made in securities  of issuers  located in the
United States or Canada. Some of the countries in which the portfolio may invest
may be considered to be developing and may involve special risks.  The portfolio
may  invest in all types of  securities,  most of which will be  denominated  in
currencies  other than the U.S.  dollar.  The portfolio will normally invest its
assets in equity securities, including common stock, securities convertible into
common  stock,  depository  receipts  for these  securities  and  warrants.  The
portfolio may,  however,  invest up to 25% of its assets in preferred  stock and
debt  securities  if the  sub-advisor  believes  that the  capital  appreciation
available from an investment in such securities will equal or exceed the capital
appreciation available from an investment in equity securities. In extraordinary
circumstances,  the  portfolio  may invest  for  temporary  defensive  purposes,
without limit, in large capitalization  companies or increase its investments in
debt securities.

Equity  securities in which the portfolio will invest may be listed on a foreign
stock  exchange  or traded in foreign  over-the-counter  markets.  Under  normal
market conditions, the portfolio will invest at least 65% of its total assets in
securities of small-to medium-sized  companies with market capitalizations up to
$750  million,  although  up to 35% of  its  total  assets  may be  invested  in
securities of companies with market  capitalizations over $750 million. There is
no  requirement  that the debt  securities  in which the portfolio may invest be
rated by a recognized rating agency.  However, it is the portfolio's policy that
investments in debt securities,  whether rated or unrated,  will be made only if
they  are  "investment   grade"  securities  or  are,  in  the  opinion  of  the
sub-advisor,  of  equivalent  quality  to  "investment  grade"  securities.  The
portfolio  may also invest in  securities  represented  by  European  Depository
Receipts ("EDRs") or American Depository Receipts ("ADRs"). Investments in small
companies may involve greater risks, such as limited product lines,  markets and
financial or managerial  resources.  Less  frequently-traded  securities  may be
subject to more abrupt price movements than securities of larger companies.

Federated  Utility Income Portfolio:  The investment  objective of the Federated
Utility Income  Portfolio is to achieve high current income and moderate capital
appreciation by investing primarily in a professionally  managed and diversified
portfolio of equity and debt  securities  of utility  companies.  The  portfolio
intends to achieve its  investment  objective  by  investing  in equity and debt
securities of utility  companies  that produce,  transmit or distribute  gas and
electric  energy  as  well  as  those  companies  that  provide   communications
facilities, such as telephone and telegraph companies. As a matter of investment
policy that can be changed without  shareholder  vote, the portfolio will invest
at least 65% of its total assets in securities of utility companies.

Federated High Yield Portfolio:  The investment  objective of the Federated High
Yield  Portfolio  is to seek high  current  income by  investing  primarily in a
diversified portfolio of fixed income securities.  The portfolio will invest 65%
of its assets in lower-rated  fixed income bonds.  Lower rated debt  obligations
are  generally  considered  to be  high-risk  investments.  The  corporate  debt
obligations in which the portfolio  invests are usually not in the three highest
rating categories of a nationally  recognized rating organization (AAA, AA, or A
for  Standard & Poor's and Aaa, Aa or A for Moody's) but are in the lower rating
categories  or are unrated but are of  comparable  quality and have  speculative
characteristics  or are  speculative.  Lower-rated or unrated bonds are commonly
referred  to as  "junk  bonds".  There is no  minimal  acceptable  rating  for a
security to be purchased or held in the  portfolio,  and the portfolio may, from
time to time,  purchase or hold securities  rated in the lowest rating category.
Under normal  circumstances,  the portfolio will not invest more than 10% of the
value of its total assets in equity  securities.  The fixed income securities in
which the  portfolio  may invest  include,  but are not  limited  to:  preferred
stocks,  bonds,  debentures,  notes,  equipment lease certificates and equipment
trust certificates.  The portfolio will invest primarily in fixed rate corporate
debt obligations.

AST Phoenix Balanced Asset  Portfolio:  The AST Phoenix Balanced Asset Portfolio
seeks as its investment  objective  reasonable income,  long-term capital growth
and conservation of capital.  The portfolio  intends to invest based on combined
considerations of risk,  income,  capital  enhancement and protection of capital
value. The portfolio may invest in any type or class of security.  Normally, the
portfolio will invest in common stocks and fixed income securities;  however, it
may also invest in securities  convertible  into common stocks.  At least 25% of
the value of its assets will be invested in fixed income senior securities.  The
portfolio  may also  engage in  certain  options  transactions  and  enter  into
financial  futures  contracts and related  options for hedging  purposes and may
invest  in  deferred  or zero  coupon  debt  obligations.  In  implementing  the
investment  objective of the portfolio,  the sub-advisor will select  securities
believed to have potential for the production of current  income,  with emphasis
on securities that also have potential for capital enhancement.  In an effort to
protect  its  assets  against  major  market  declines,  or for other  temporary
defensive purposes, the portfolio may actively pursue a policy of retaining cash
or investing part or all of its assets in cash  equivalents,  such as government
securities and high grade commercial paper.

AST Money Market  Portfolio:  The investment  objectives of the AST Money Market
Portfolio are to maximize  current income and maintain high levels of liquidity.
This   portfolio   attempts  to  accomplish  its  objectives  by  maintaining  a
dollar-weighted  average  maturity of not more than 90 days and by  investing in
the types of securities  described below which have effective  maturities of not
more than 397 days.  Investments  may include  obligations  of the United States
government,  its agencies or  instrumentalities;  certificates of deposit,  time
deposits and bankers'  acceptances of certain financial  institutions which have
more than $2 billion in total  assets;  commercial  paper and  corporate  bonds;
asset-backed  securities;  and  repurchase  and reverse  repurchase  agreements.
Securities may be purchased on a when-issued or delayed delivery basis.  Subject
to applicable investment  restrictions,  the AST Money Market Portfolio also may
lend its securities.

AST Phoenix  Capital  Growth  Portfolio:  The  investment  objective  of the AST
Phoenix Capital Growth  Portfolio is to seek long-term  appreciation of capital.
Because  income is not an  objective,  any income  generated by the  portfolio's
assets will be incidental  to its  objective.  The  portfolio  intends to invest
primarily  in the common  stock of  companies  believed  by  management  to have
appreciation  potential.  Normally its investment will consist largely of common
stocks selected for the promise they offer of appreciation of capital.  However,
the portfolio may also invest in preferred stocks, bonds,  convertible preferred
stocks  and  convertible  debentures  if, in the  judgment  of  management,  the
investment would further its investment objective. The portfolio may also engage
in certain options  transactions and enter into financial  futures contracts and
related  options for hedging  purposes.  Each security held will be monitored to
determine  whether  it is  contributing  to the  basic  objective  of  long-term
appreciation of capital.

T. Rowe Price Asset  Allocation  Portfolio:  The investment  objective of the T.
Rowe Price Asset Allocation Portfolio is to seek a high level of total return by
investing   primarily  in  a  diversified  group  of  fixed  income  and  equity
securities.  The portfolio is designed to balance the potential  appreciation of
common  stocks with the income and  principal  stability  of bonds over the long
term. Under normal market  conditions over the long-term,  the portfolio expects
to allocate its assets (other than cash reserves) so that  approximately  40% of
such assets will be in fixed income  securities and  approximately 60% in equity
securities.

The  portfolio's  fixed income  securities  will be allocated  among  investment
grade, high yield and non-dollar debt securities.  The weighted average maturity
for this portion of the  portfolio is generally  expected to be between four and
nine years, although it may vary significantly. High-yielding,  income-producing
debt  securities  (commonly  referred to as "junk bonds") and  preferred  stocks
including  convertible  securities may be purchased  without regard to maturity,
however,  the average  maturity of the bonds is expected to be  approximately 10
years, although it may vary if market conditions warrant. Quality will generally
range from  lower-medium  to low and the portfolio  may also  purchase  bonds in
default if, in the opinion of the  sub-advisor,  there is significant  potential
for capital appreciation.

The  portfolio's  equity  securities will be allocated among large and small-cap
U.S. and non-dollar equity  securities.  Large-cap will be stocks in the S&P 500
and stocks of  well-established  companies which can produce increasing dividend
income.  Small-cap will be common stocks of small  companies or companies  which
offer the  possibility  of  accelerated  earnings  growth because of rejuvenated
management, new products or structural changes in the economy. Current income is
not a factor in the selection of these stocks.

The portfolio will generally trade in securities (either common stocks or bonds)
for  short-term  profits,  but, when  circumstances  warrant,  securities may be
purchased and sold without regard to the length of time held.

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
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.

T. Rowe Price  Natural  Resources:  The  objective of the T. Rowe Price  Natural
Resources  Portfolio is to seek long-term  growth of capital through  investment
primarily in common stocks of companies which own or develop  natural  resources
and other basic commodities.  Current income is not a factor in the selection of
stocks for investment by the portfolio.  Total return will consist  primarily of
capital appreciation (or depreciation).  The portfolio will invest primarily (at
least  65% of its total  assets)  in common  stocks  of  companies  which own or
develop  natural  resources and other basic  commodities.  However,  it may also
purchase  other  types of  securities,  such as  selected,  non-resource  growth
companies,  foreign  securities,   convertible  securities  and  warrants,  when
considered  consistent with the portfolio's  investment  objective and policies.
The portfolio may also engage in a variety of investment  management  practices,
such as buying and selling futures and options.

Some of the most  important  factors  evaluated by the  sub-advisor in selecting
natural resource companies are the capability for expanded production,  superior
exploration programs and production facilities,  and the potential to accumulate
new  resources.  The  portfolio  expects  to  invest in those  natural  resource
companies  which own or  develop  energy  sources  (such as oil,  gas,  coal and
uranium),  precious metals,  forest products,  real estate,  nonferrous  metals,
diversified resources,  and other basic commodities which, in the opinion of the
sub-advisor,  can be produced and marketed  profitably  during periods of rising
labor  costs and prices.  However,  the  percentage  of the  portfolio's  assets
invested  in natural  resource  and  related  businesses  versus the  percentage
invested in  non-resource  companies  may vary greatly  depending  upon economic
monetary  conditions  and the outlook  for  inflation.  The  earnings of natural
resource companies may be expected to follow irregular  patterns,  because these
companies are particularly  influenced by the forces of nature and international
politics.  Companies  which own or develop  real estate might also be subject to
irregular  fluctuations  of earnings,  because  these  companies are affected by
changes in the availability of money, interest rates, and other factors.

The  portfolio  may invest up to 50% of its total assets in foreign  securities.
These include non-dollar  denominated  securities traded outside of the U.S. and
dollar  denominated  securities  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.  The portfolio will not purchase a non-investment
grade debt  security  (or junk bond) if  immediately  after  such  purchase  the
portfolio  would  have  more  than  10% of its  total  assets  invested  in such
securities.  Junk bonds are regarded as predominantly speculative and high risk.
The  portfolio  may invest up to 10% of its total assets in hybrid  instruments.
Such  instruments  may take a variety of forms,  such as debt  instruments  with
interest  or  principal  payments  determined  by  reference  to the  value of a
currency, security index or commodity at a future point in time.

Founders  Capital  Appreciation  Portfolio:  The  investment  objective  of  the
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 normally will 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:  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.

AST Scudder  International  Bond Portfolio:  The AST Scudder  International Bond
Portfolio seeks to provide income primarily by investing in a managed  portfolio
of high-grade debt securities denominated in foreign currencies  ("international
bonds"). As a secondary  objective,  the portfolio seeks protection and possible
enhancement of principal value by actively  managing  currency,  bond market and
maturity exposure and by security selection.

The  portfolio  is intended  for  long-term  investors  who can accept the risks
associated with investing in international  bonds.  Total return from investment
in the  portfolio  will consist of income after  expenses,  bond price gains (or
losses) in terms of the local currency and currency  gains (or losses).  For tax
purposes,  realized gains and losses on currency are regarded as ordinary income
and  loss  and  could,   under   certain   circumstances,   have  an  impact  on
distributions.  The value of the portfolio will fluctuate in response to various
economic  factors,  the most  important  of which are  fluctuations  in  foreign
currency exchange rates and interest rates.

The  portfolio  will  normally  invest at least 65% of its total assets in bonds
denominated  in foreign  currencies.  Because the  portfolio's  investments  are
primarily denominated in foreign currencies, exchange rates are likely to have a
significant  impact on total portfolio  performance.  For example, a fall in the
U.S.  dollar's value relative to the Japanese yen will increase the U.S.  dollar
value of a Japanese  bond held in the  portfolio,  even though the price of that
bond in yen terms remains  unchanged.  Conversely,  if the U.S.  dollar rises in
value  relative to the yen, the U.S.  dollar value of a Japanese bond will fall.
Investors  should be aware that exchange rate movements can be  significant  and
endure for long periods of time.

Because of the portfolio's long-term investment objective,  investors should not
rely on an investment in the portfolio for their short-term  financial needs and
should not view the portfolio as a vehicle for playing  short-term swings in the
international  bond and foreign exchange markets.  Shares of the portfolio alone
should not be regarded as a complete investment program.  Also, investors should
be aware that  investing in  international  bonds may involve a higher degree of
risk than investing in U.S. bonds.

Eagle Growth  Equity  Portfolio:  The  investment  objective of the Eagle Growth
Equity Portfolio is long-term capital appreciation  primarily through investment
in common stocks and other equity securities.  This is a fundamental  investment
objective of the portfolio.

The portfolio will pursue its objective by investing  primarily in common stocks
of companies which, in the view of the sub-advisor, have above-average prospects
for substantial long-term capital appreciation. The portfolio may also invest in
preferred stocks and securities convertible into common stock. The portfolio may
purchase  securities  traded  on  recognized  securities  exchanges  and  in the
over-the-counter  market. The portfolio will normally invest at least 65% of its
total assets in equity  securities of companies which the  sub-advisor  believes
will achieve significant growth.  Common stock and other equity investments will
generally be in companies  that the  sub-advisor  believes are healthy,  growing
businesses  with  strong  or  dominant   market  share,   free  cash  flow,  and
availability at a price below the sub-advisor's  perception of a company's value
as a going  concern.  The  portfolio  may  invest its  remaining  assets in U.S.
Government  securities,  repurchase  agreements or other short-term money market
instruments.  The portfolio may purchase and sell a security  without  regard to
the length of time a security will be or has been held.

  Berger  Capital  Growth  Portfolio:  The  investment  objective  of the Berger
  Capital Growth Portfolio is to achieve  long-term  capital  appreciation.  The
  portfolio  seeks to achieve  this  objective  primarily by investing in common
  stocks of  established  companies.  As a high level of income return is not an
  investment  objective,  any income produced will be a by-product of the effort
  to achieve the portfolio's objective.

  In making  investment  decisions,  the  portfolio  will  utilize  analyses and
  information obtained from various sources, including industry economic trends,
  earnings expectations, fundamental securities valuation factors and securities
  price trends. The investment policies of the portfolio are described below.

  In selecting  its  portfolio  securities,  the  portfolio  will place  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  portfolio,  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 the sub-advisor believes these are likely to be the
  best performing  securities at that time. The portfolio's  policy of investing
  in securities  believed to have a potential for capital  growth means that the
  assets of the  portfolio  generally  may be subject  to  greater  risk than is
  involved 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. Income is a consideration in
the  selection  of  investments  but  is  not  an  investment  objective  of the
portfolio.  It seeks to achieve its objective by investing in equity securities,
such as common or preferred  stocks and limited  partnership  interests that are
listed on a national  securities  exchange,  or securities  convertible  into or
exchangeable for equity securities,  including warrants and rights,  selected by
the  investment  manager  on the  basis of  original  research  produced  by its
research analysts.  Except during temporary defensive periods, the portfolio may
invest at least 85 percent of its net assets in equity  securities  and at least
65 percent of its net assets in equity securities of companies that, at the time
of purchase, have total market capitalization of $1 billion or greater.

Alger American Small Capitalization  Portfolio:  The investment objective of the
Alger American Small Capitalization Portfolio is long-term capital appreciation.
Income  is a  consideration  in  the  selection  of  investments  but  is not an
investment  objective of the  portfolio.  It seeks to achieve this  objective by
investing its assets in equity  securities,  such as common or preferred  stocks
and  limited  partnership  interests  that are listed on a  national  securities
exchange, or securities  convertible into or exchangeable for equity securities,
including  warrants and rights,  selected by the investment manager on the basis
of original research produced by its research analysts.  Except during temporary
defensive  periods,  the portfolio invests at least 85 percent of its net assets
in  equity  securities  and at least 65  percent  of its net  assets  in  equity
securities  of  companies  that,  at the time of  purchase,  have "total  market
capitalization"  - present market value per share multiplied by the total number
of shares  outstanding  - of less than $1 billion.  Investing in smaller,  newer
issuers  generally  involves  greater  risk  than  investing  in  larger,   more
established issuers.

Alger American Income and Growth Portfolio:  The primary investment objective of
the Alger  American  Income and Growth  Portfolio  is to provide a high level of
dividend  income to the extent  consistent with prudent  investment  management.
Capital  appreciation is a secondary  objective of the portfolio.  Except during
temporary defensive periods,  the portfolio attempts to invest 100 percent,  and
it is a fundamental  policy of the  portfolio to invest at least 65 percent,  of
its net  assets  in  dividend  paying  equity  securities,  such as  common  and
preferred stocks and limited partnership interests that are listed on a national
securities exchange, or securities convertible into or exchangeable for dividend
paying equity  securities.  The portfolio may invest up to 35 percent of its net
assets in money market  instruments  and repurchase  agreements and in excess of
that amount during temporary defensive periods.

Alger  American  Balanced  Portfolio:  The  investment  objective  of the  Alger
American   Balanced   Portfolio  is  current   income  and   long-term   capital
appreciation.  The portfolio intends to invest based on combined  considerations
of risk, income, capital appreciation and protection of capital value. Normally,
it will invest in common  stocks and  investment  grade fixed income  securities
(preferred stock and debt  securities),  as well as securities  convertible into
common  stocks.  It is  anticipated  that,  except  during  temporary  defensive
periods,  the  portfolio  will  maintain at least 25% of its net assets in fixed
income senior  securities.  It is anticipated  that  ordinarily the  portfolio's
emphasis on current income and capital  appreciation  will be relatively  equal,
although from time to time the portfolio may vary its emphasis between these two
elements as market or economic conditions change.

Alger American MidCap Growth  Portfolio:  The investment  objective of the Alger
American MidCap Growth Portfolio is long-term capital appreciation.  Income is a
consideration in the selection of investments but is not an investment objective
of the  portfolio.  It seeks to achieve its  objective  by  investing  in equity
securities, such as common or preferred stocks and limited partnership interests
that are listed on a national  securities  exchange,  or securities  convertible
into or  exchangeable  for equity  securities,  including  warrants  and rights,
selected by the investment manager on the basis of original research produced by
its research analysts.  Except during temporary defensive periods, the portfolio
may invest at least 85 percent  of its net  assets in equity  securities  and at
least 65 percent of its net assets in equity  securities  of companies  that, at
the time of  purchase,  of the  securities,  have  total  market  capitalization
between $750 million and $3.5 billion.

                  Alliance Variable Products Series Fund, Inc.

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

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

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

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

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

                  Neuberger & Berman Advisers Management Trust

(Each  portfolio of the  Neuberger & Berman  Advisers  Management  Trust invests
exclusively  in a  corresponding  series of Advisers  Managers  Trust in what is
sometimes known as a "master/feeder" fund structure.  Therefore,  the investment
objective of each portfolio  matches that of the series of the Advisers Managers
Trust in which the portfolio invests.  Therefore,  the following  information is
presented in terms of the applicable series of the Advisers Managers Trust.)

AMT Growth Investments:  The investment  objective of AMT Growth Investments and
its corresponding  Portfolio is to seek capital  appreciation  without regard to
income. This investment  objective is fundamental and may not be changed without
the  approval  of the  holders of a majority  of the  outstanding  shares of the
Portfolio and Series.

AMT  Growth  Investments  invests in  securities  believed  to have the  maximum
potential  for  long-term  capital  appreciation.  It does not seek to invest in
securities  that pay dividends or interest,  and any such income is  incidental.
The Series  expects  to be almost  fully  invested  in common  stocks,  often of
companies that may be temporarily out of favor in the market.

The Series'  aggressive  growth  investment  program  involves greater risks and
share  price   volatility  than  programs  that  invest  in  more   conservative
securities.  Moreover, the Series does not follow a policy of active trading for
short-term  profits.  Accordingly,  the  Series  may  be  more  appropriate  for
investors with a longer-range perspective. While the Series uses the Neuberger &
Berman  value-oriented  investment  approach,  when N&B Management believes that
particular securities have greater potential for long-term capital appreciation,
the Series may  purchase  such  securities  at prices with higher  multiples  to
measures of economic  value (such as earnings)  than other Series.  In addition,
the Series  focuses on  companies  with  strong  balance  sheets and  reasonable
valuations  relative to their growth rates. It also  diversifies its investments
into many companies and industries.

AMT Limited Maturity Bond Investments:  The investment  objective of AMT Limited
Maturity  Bond  Investments  and its  corresponding  Portfolio is to provide the
highest current income consistent with low risk to principal and liquidity;  and
secondarily,  total return. This investment objective is fundamental and may not
be changed  without the approval of the holders of a majority of the outstanding
shares of the Portfolio and Series.

AMT Limited  Maturity Bond  Investments  invests in a  diversified  portfolio of
fixed  and  variable  rate debt  securities  and seeks to  increase  income  and
preserve or enhance total return by actively managing average portfolio maturity
in light of market conditions and trends.

AMT Limited  Maturity Bond  Investments  invests in a  diversified  portfolio of
short-to-intermediate-term  U.S.  Government  and  Agency  securities  and  debt
securities  issued by financial  institutions,  corporations,  and others, of at
least  investment   grade.   These  securities   include   mortgage-backed   and
asset-backed  securities,  repurchase agreements with respect to U.S. Government
and Agency  securities,  and  foreign  investments.  AMT Limited  Maturity  Bond
Investments  may invest up to 5% of its net assets in municipal  securities when
N&B Management  believes such securities may outperform other available  issues.
The Series may purchase  and sell  covered  call and put options,  interest-rate
futures  contracts,  and options on those  futures  contracts  and may engage in
lending  portfolio  securities.  The Series'  dollar-weighted  average portfolio
maturity may range up to five years.

AMT Balanced  Investments:  The investment objective of AMT Balanced Investments
is long-term capital growth and reasonable  current income without undue risk to
principal.  AMT Balanced  Investments will seek to achieve its objective through
investment  of a portion  of its  assets in common  stocks  and a portion of its
assets in debt securities.  The investment adviser  anticipates that the series'
investments  will normally be managed so that  approximately  60% of the series'
total assets will be invested in common stocks and the remaining  assets will be
invested in debt  securities.  However,  depending on the  investment  adviser's
views regarding  current market trends,  the common stock portion of the series'
investments  may be  adjusted  downward to as low as 50% or upward to as high as
70%. At least 25% of the series'  assets will be invested in fixed income senior
securities.

AMT Partners  Investments:  The investment objective of AMT Partners Investments
is to seek capital growth.  This investment  objective is  non-fundamental.  AMT
Partners   Investments   invests  primarily  in  common  stocks  of  established
companies,  using the  value-oriented  investment  approach.  The  series  seeks
capital  growth  through an  investment  approach  that is  designed to increase
capital with reasonable risk. Its investment  program seeks securities  believed
to be undervalued  based on strong  fundamentals  such as low  price-to-earnings
ratios,  consistent  cash flow, and support from asset values.  Up to 15% of the
series' net assets may be  invested in  corporate  debt  securities  rated below
investment  grade or in comparable  unrated  securities.  Securities rated below
investment  grade as well as  unrated  securities  are  often  considered  to be
speculative and usually entail greater risk.

                      Scudder Variable Life Investment Fund

Bond  Portfolio:  The Bond  portfolio  pursues a policy of investing  for a high
level of income  consistent  with a high quality  portfolio of debt  securities.
Under normal circumstances,  the portfolio invests at least 65% of its assets in
bonds,  including  those of the U.S.  Government  and its  agencies and those of
corporations and other notes and bonds paying high current income. The portfolio
may also invest in preferred stocks  consistent with the portfolio's  objectives
It will attempt to moderate the effect of market price fluctuations  relative to
that of a long-term bond by investing in securities with varying  maturities and
by entering into futures  contracts on debt  securities and related  options for
hedging purposes.



<PAGE>




















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

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

================================================================================
PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS FURTHER
  DETAILS ABOUT THE AMERICAN SKANDIA ANNUITY DESCRIBED IN PROSPECTUS ASAP-PROS
(05/95).
================================================================================
================================================================================

================================================================================


             -------------------------------------------------------
                                (print your name)



             -------------------------------------------------------
                                    (address)



             -------------------------------------------------------
                              (city/state/zip code)




<PAGE>



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

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


Issued by:                                                          Serviced by:

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

                                 Distributed by:

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


<TABLE> <S> <C>

<ARTICLE> 7
<MULTIPLIER> 1
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994          DEC-31-1993
<PERIOD-END>                               DEC-31-1994          DEC-31-1993
<DEBT-HELD-FOR-SALE>                                 0                    0
<DEBT-CARRYING-VALUE>                        9,621,865            9,664,709
<DEBT-MARKET-VALUE>                                  0                    0
<EQUITIES>                                     840,637                    0
<MORTGAGE>                                           0                    0
<REAL-ESTATE>                                        0                    0
<TOTAL-INVEST>                              34,462,502           29,064,709
<CASH>                                      23,909,463            9,834,854
<RECOVER-REINSURE>                                   0                    0
<DEFERRED-ACQUISITION>                     174,009,609           90,023,536
<TOTAL-ASSETS>                           2,864,416,329<F1>    1,558,548,537<F1>
<POLICY-LOSSES>                             35,476,636           22,373,463
<UNEARNED-PREMIUMS>                                  0                    0
<POLICY-OTHER>                                       0                    0
<POLICY-HOLDER-FUNDS>                                0                    0
<NOTES-PAYABLE>                             79,000,000           30,000,000
<COMMON>                                     2,000,000            2,000,000
                                0                    0
                                          0                    0
<OTHER-SE>                                  50,205,524           50,387,687
<TOTAL-LIABILITY-AND-EQUITY>             2,864,416,329<F2>    1,558,548,537<F2>
                                      70,000              101,643
<INVESTMENT-INCOME>                          1,300,217              692,758
<INVESTMENT-GAINS>                             (1,942)              330,024
<OTHER-INCOME>                              26,916,136           12,692,589
<BENEFITS>                                   5,618,925            1,844,101
<UNDERWRITING-AMORTIZATION>                 18,942,720            9,547,951
<UNDERWRITING-OTHER>                                 0                    0
<INCOME-PRETAX>                                106,921            2,237,806
<INCOME-TAX>                                   247,429              182,965
<INCOME-CONTINUING>                          (140,508)            2,054,841
<DISCONTINUED>                                       0                    0
<EXTRAORDINARY>                                      0                    0
<CHANGES>                                            0                    0
<NET-INCOME>                                 (140,508)            2,054,841
<EPS-PRIMARY>                                        0                    0
<EPS-DILUTED>                                        0                    0
<RESERVE-OPEN>                                       0                    0
<PROVISION-CURRENT>                                  0                    0
<PROVISION-PRIOR>                                    0                    0
<PAYMENTS-CURRENT>                                   0                    0
<PAYMENTS-PRIOR>                                     0                    0
<RESERVE-CLOSE>                                      0                    0
<CUMULATIVE-DEFICIENCY>                              0                    0
<FN>
<F1>Included in Total Assets are assets held in Separate Accounts of
$2,625,127,128 and $1,423,086,564 as of December 31, 1994 and December 31,
1993, respectively.
<F2>Included in Total Liability and Equity are liabilities related to Separate
Accounts of $2,625,127,128 and $1,423,086,564 as of December 31, 1994 and
December 31, 1993, respectively.
</FN>
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission