AMERICAN SKANDIA LIFE ASSURANCE CORP/CT, S-1, 1996-02-16

AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
S-1, 1996-02-16
INSURANCE CARRIERS, NEC

Previous: SEARS MUNICIPAL TRUST NEW MEXICO PORTFOLIO SERIES 1, 497J, 1996-02-16

Next: AMERICAN SKANDIA LIFE ASSURANCE CORP/CT, S-1, 1996-02-16

Filed with the Securities and Exchange Commission on February 16, 1996

Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

Registration Statement Under The Securities Act of 1933*

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
(Exact name of registrant as specified in its charter)

CONNECTICUT
(State or other jurisdiction of incorporation or organization)

63
(Primary Standard Industrial Classification Code Number)

06-1241288
(I.R.S. Employer Identification No.)

ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

M. PATRICIA PAEZ, CORPORATE SECRETARY
ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
(203) 926-1888 (Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copy To:

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

Approximate date of commencement of proposed sale to the public: May 1,
1996 or as soon as practical after the effective date of this Registration
Statement

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following: X . --

Calculation of Registration Fee
<TABLE>
<CAPTION>
=================================================================================================================================
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price** fee
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Annuity Contracts $290,000.00 $100.00

- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The prospectus contained in this Registration Statement also relates to annuity
contracts which are covered by earlier registration statements, including
Registration File Numbers 33-44202, 33-72968 and 33-89564. **The proposed
aggregate offering price is estimated solely for determining the registration
fee. The amount to be registered and the proposed maximum offering price per
unit are not applicable since these securities are not issued in predetermined
amounts or units.
================================================================================

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
Asap

<PAGE>
CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501

<TABLE>
<CAPTION>
<S> <C> <C>
S-1 Item No. Prospectus Heading

1. Forepart of the Registration Statement and Facing Page, Cross Reference Sheet,
Outside Front Cover Page of Prospectus Outside Front Cover Page

2. Inside Front Cover and Outside Back Cover of Prospectus Available Information,
Incorporation of Certain Documents by Reference,
Reports to You, Table of Contents

3. Summary Information, Risk Factors and Ratio of Earnings Highlights, Cover Page,
to Fixed Charges Separate Account D,
Insurance Aspects of the Annuity

4. Use of Proceeds Fixed Investment Options, Separate Accounts, Separate Account D

5. Determination of the Offering Price Fixed Investment Options

6. Dilution Not applicable

7. Selling Security Holders Not applicable

8. Plan of Distribution Sale of the Annuities

9. Description of Securities to be Registered Investment Options, Purchasing Annuities,
Account Value and Surrender Value,
Rights, Benefits and Services

10. Interests of named Expert and Counsel Not applicable

11. Information with Respect to the Registrant The Company

12. Disclosure of Commission Position on Indemnification for Indemnification
Securities Act Liabilities

Part II Heading

13. Other Expenses of Issuance Other Expenses of Issuance
and Distribution and Distribution

14. Indemnification of Directors and Officers Indemnification of Directors and Officers

15. Recent Sales of Unregistered Securities Recent Sales of Unregistered Securities

16. Exhibits and Financial Statement Schedules Exhibits and Financial Statement Schedules

17. Undertakings Undertakings
</TABLE>

<PAGE>

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 3. Definitions applicable to this Prospectus are on Page 5.
The highlights of this offering are described beginning on Page 7. 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 48. 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. This
Prospectus also describes a contract no longer offered by us by under which we
continue to accept Purchase Payments (see "Appendix C - Prior Contract").

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, 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, Berger Capital Growth,
Robertson Stephens Capital Appreciation); (b) The Alger American Fund
(portfolios - Growth, Small Capitalization, MidCap Growth); (c) Neuberger &
Berman Advisers Management Portfolio (portfolio- Partners) and (d) Montgomery
Variable Series (portfolio - Emerging Markets).

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, 1996
Statement of Additional Information Dated: May 1, 1996 ASAP-PROS-(05/96)

<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. You are cautioned that with respect to the Fixed Investment
Options during the accumulation phase, we do not guarantee any minimum amount,
because the value may be increased or decreased by a market value adjustment
(see "Account Value of the Fixed Allocations"). Assets supporting such
allocations in the accumulation phase are held in American Skandia Life
Assurance Corporation Separate Account D ("Separate Account D") (see "Separate
Accounts" and "Separate Account D").

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, are not federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other agency and are not insured by the Securities Investor Protection
Corporation ("SIPC") as to the loss of the principal amount invested. Purchase
Payments are subject to investment risks, including possible loss of principal.

<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
DEFINITIONS...............................................................................................................7
HIGHLIGHTS................................................................................................................9
AVAILABLE INFORMATION....................................................................................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................................................................11
CONTRACT EXPENSE SUMMARY.................................................................................................12
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..............................................................................................19
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................................20
Separate Accounts.....................................................................................................20
Separate Account B....................................................................................................20
Separate Account D....................................................................................................21
INSURANCE ASPECTS OF THE ANNUITY.........................................................................................21
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY.......................................................................21
Contingent Deferred Sales Charge......................................................................................22
Maintenance Fee.......................................................................................................23
Tax Charges...........................................................................................................23
Transfer Fee..........................................................................................................23
Allocation Of Annuity Charges.........................................................................................23
CHARGES ASSESSED AGAINST THE ASSETS......................................................................................23
Administration Charge.................................................................................................23
Mortality and Expense Risk Charges....................................................................................24
CHARGES OF THE UNDERLYING MUTUAL FUNDS...................................................................................24
PURCHASING ANNUITIES.....................................................................................................24
Uses Of The Annuity...................................................................................................24
Application And Initial Payment.......................................................................................24
Breakpoints...........................................................................................................25
Periodic Purchase Payments............................................................................................25
Bank Drafting.........................................................................................................25
Right to Return the Annuity...........................................................................................26
Allocation of Net Purchase Payments...................................................................................26
Balanced Investment Program...........................................................................................26
Ownership, Annuitant and Beneficiary Designations.....................................................................26
ACCOUNT VALUE AND SURRENDER VALUE........................................................................................27
Account Value in the Sub-accounts.....................................................................................27
Account Value of the Fixed Allocations................................................................................27
Additional Amounts in the Fixed Allocations...........................................................................28
RIGHTS, BENEFITS AND SERVICES............................................................................................29
Additional Purchase Payments..........................................................................................29
Changing Revocable Designations.......................................................................................29
Allocation Rules......................................................................................................29
Transfers.............................................................................................................29
Renewals............................................................................................................30
Dollar Cost Averaging...............................................................................................31
Rebalancing...........................................................................................................31
Distributions.........................................................................................................32
Surrender...........................................................................................................32
Medically-Related Surrender.........................................................................................32
Free Withdrawals....................................................................................................32
Partial Withdrawals.................................................................................................33
Systematic Withdrawals..............................................................................................33
Minimum Distributions...............................................................................................34
Death Benefit.......................................................................................................34
Annuity Payments....................................................................................................35
Qualified Plan Withdrawal Limitations...............................................................................36
Pricing of Transfers and Distributions................................................................................37
Voting Rights.........................................................................................................37
Transfers, Assignments or Pledges.....................................................................................38
Reports to You........................................................................................................38
SALE OF THE ANNUITIES....................................................................................................38
Distribution..........................................................................................................38
Advertising...........................................................................................................38
CERTAIN TAX CONSIDERATIONS...............................................................................................39
Our Tax Considerations................................................................................................39
Tax Considerations Relating to Your Annuity...........................................................................39
Non-natural Persons.................................................................................................39
Natural Persons.....................................................................................................39
Distributions.......................................................................................................39
Assignments and Pledges.............................................................................................40
Penalty on Distributions............................................................................................40
Annuity Payments....................................................................................................41
Gifts...............................................................................................................41
Tax Free Exchanges..................................................................................................41
Transfers Between Investment Options................................................................................41
Generation-Skipping Transfers.......................................................................................41
Diversification.....................................................................................................41
Federal Income Tax Withholding......................................................................................41
Tax Considerations When Using Annuities in Conjunction with Qualified Plans...........................................41
Individual Retirement Programs......................................................................................42
Tax Sheltered Annuities.............................................................................................42
Corporate Pension and Profit-sharing Plans..........................................................................42
H.R. 10 Plans.......................................................................................................42
Tax Treatment of Distributions from Qualified Annuities.............................................................42
Section 457 Plans...................................................................................................42
OTHER MATTERS............................................................................................................42
Deferral of Transactions..............................................................................................42
Resolving Material Conflicts..........................................................................................43
Modification..........................................................................................................43
Misstatement of Age or Sex............................................................................................43
Ending the Offer......................................................................................................44
Indemnification.......................................................................................................44
Legal Proceedings.....................................................................................................44
THE COMPANY..............................................................................................................44
Lines of Business.....................................................................................................44
Selected Financial Data...............................................................................................44
Management's Discussion and Analysis of Financial Condition and Results of Operations.................................45
Results of Operations...............................................................................................45
Liquidity and Capital Resources.....................................................................................45
Segment Information.................................................................................................45
Reinsurance...........................................................................................................45
Surplus Notes.........................................................................................................45
Reserves..............................................................................................................45
Competition...........................................................................................................46
Employees.............................................................................................................46
Regulation............................................................................................................46
Executive Officers and Directors......................................................................................46
Executive Compensation................................................................................................49
Summary Compensation Table..........................................................................................49
Long-Term Incentive Plans - Awards in the Last Fiscal Year..........................................................49
Compensation of Directors...........................................................................................50
Compensation Committee Interlocks and Insider Participation.........................................................50
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................................................50
FINANCIAL STATEMENTS.....................................................................................................50
APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.........................................51
APPENDIX B SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT OBJECTIVES AND POLICIES..............51
APPENDIX C PRIOR CONTRACT...............................................................................................51
</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", "our" or "the Company" means American Skandia Life Assurance
Corporation.

"You" or "your" means the Owner.

<PAGE>

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

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

During the accumulation phase, we currently offer a number of variable
investment options. Each of these investment options is a Class 1 Sub-account of
Separate Account B. Each Sub-account invests exclusively in one underlying
mutual fund, or a portfolio of an underlying mutual fund. 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 B. 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, 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,
Berger Capital Growth, and Robertson Stephens Capital Appreciation); (b) The
Alger American Fund (portfolios - Growth, Small Capitalization, MidCap Growth);
(c) Neuberger & Berman Advisers Management Portfolio (portfolio - Partners); and
(d) Montgomery Variable Series (portfolio - Emerging Markets).

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

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

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

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

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

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

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

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

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

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

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

(7) Purchasing Annuities: Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special treatment under the Code. We may require a properly completed
Application, an acceptable Purchase Payment, and any other materials under our
underwriting rules before we agree to issue an Annuity. We may offer special
programs in relation to Annuities on which we receive large Purchase Payments.
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) Bank Drafting; (e)
Periodic Purchase Payments; (f) Right to Return the Annuity; (g) Allocation of
Net Purchase Payments; (h) Balanced Investment Program; and (i) 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. We support certain Periodic Purchase Payments subject to
our rules. 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, free withdrawals and partial
withdrawals are available, as are medically-related surrenders under which the
contingent deferred sales charge is waived under specified circumstances. In the
accumulation phase we offer Systematic Withdrawals and, for Annuities used in
qualified plans, Minimum Distributions. We offer fixed annuity options, and may
offer adjustable annuity options, that can guarantee payments for life. In the
accumulation phase, a death benefit may be payable. 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 Officers
and Directors; and (j) Executive Compensation (including: (i) Summary
Compensation Table; (ii) Long Term Incentive Plans-Awards in the Last Fiscal
Year; (iii) Compensation of Directors; and (iv) Compensation Committee
Interlocks and Insider Participation).

AVAILABLE INFORMATION: A Statement of Additional Information is available
from us without charge upon request by filling in the coupon at the end of the
Prospectus and sending it (or a written request) to 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 of the documents incorporated
by reference in this Prospectus, including any exhibits to such documents which
have been specifically incorporated by reference. We do so upon receipt of your
written or oral request. Please address your request to American Skandia Life
Assurance Corporation, Attention: 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. In
certain states, premium taxes may be applicable.

<TABLE>
<CAPTION>
Your Transaction Expenses

<S> <C> <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

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, 1995. "N/A" shown below indicates that no entity has agreed to
reimburse the particular expense indicated. "+" indicates that no reimbursement
was provided in 1995, but that the underlying mutual fund has indicated to us
that current arrangements (which may change) provide for reimbursement. 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 Expenses 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
- ------------------------------------------------------------------------------------------------------------
<S> <C>
American Skandia Trust
JanCap Growth 0.90%
Lord Abbett Growth
and Income 0.75%
Seligman Henderson
International Equity(1) 1.00%
Seligman Henderson
International Small Cap 1.00% [To be updated by Amendment]
Federated Utility
Income 0.71%
Federated High Yield 0.75%
AST Phoenix Balanced Asset 0.71%
AST Money Market 0.50%
T. Rowe Price
Asset Allocation 0.85%
T. Rowe Price
International Equity 1.00%
T. Rowe Price
Natural Resources 0.90%
Founders Capital Appreciation 0.90%
INVESCO Equity Income 0.75%
PIMCO Total Return Bond 0.65%
PIMCO Limited Maturity Bond 0.65%
AST Scudder International Bond 1.00%
Berger Capital Growth 0.75%

Robertson Stephens Capital Appreciation

The Alger American Fund
Growth 0.75%
Small Capitalization 0.85%
MidCap Growth 0.80%

Neuberger & Berman
Advisers Management Trust
Partners 0.80%

Montgomery Variable Series
Emerging Markets
</TABLE>

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

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

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

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

The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts; (b) fees and expenses remain constant; (c) there are no
withdrawals of Account Value during the period shown; (d) there are no transfers
or other transactions subject to a fee during the period shown; (e) no tax
charge applies; (f) the expenses throughout the period for the underlying mutual
fund portfolios will be the lower of the expenses without any applicable
reimbursement or expenses after any applicable reimbursement, as shown above in
the section entitled Contract Expense Summary; and (g) the 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:
<S> <C> <C> <C> <C>
1 yr. 3 yrs. 5 yrs. 10 yrs.

JanCap Growth [TO BE UPDATED BY AMENDMENT]
LA Growth and Income
Seligman Henderson International Equity
Seligman Henderson International Small Cap
Fed Utility Inc
Fed High Yield
AST Phoenix Balanced Asset
AST Money Market
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
Berger Capital Growth

Robertson Stephens Capital Appreciation

AA Growth
AA Small Capitalization
AA MidCap Growth
NB Partners

Montgomery Emerging Markets

</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:
<S> <C> <C> <C> <C>
1 yr. 3 yrs. 5 yrs. 10 yrs.

Robertson Stephens Capital Appreciation

AA Growth
AA Small Capitalization
AA MidCap Growth
NB Partners

Montgomery Emerging Markets

</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 available prior to the date of this Prospectus and 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>

Sub-account and the Year Sub-account Operations Commenced

[TO BE UPDATED BY AMENDMENT]

<TABLE>
<CAPTION>
AA Seligman Seligman
Small AA AST Henderson Henderson
Capitali- AA MidCap Money International International JanCap
zation Growth Growth Market Equity* Small Cap Growth
(1988) (1988) (1993) (1992) (1989) (1995) (1992)
------ ------ ------ ------ ------ ------ ------
No. of Units
<S> <C> <C> <C> <C> <C> <C> <C>
as of 12/31/95
as of 12/31/94 9,356,764 5,614,760 4,308,374 27,491,389 14,043,215 0 22,354,170
as of 12/31/93 7,101,658 2,997,458 1,450,892 11,422,783 9,063,464 0 13,603,637
as of 12/31/92 4,846,024 1,482,037 0 457,872 1,948,773 0 1,476,139
as of 12/31/91 2,172,189 559,779 0 0 1,092,902 0 0
as of 12/31/90 419,718 82,302 0 0 398,709 0 0
as of 12/31/89 35,438 6,900 0 0 29,858 0 0
as of 12/31/88 3,000 0 0 0 0 0 0

Unit Price
as of 12/31/95
as of 12/31/94 $27.95 $23.18 $13.34 $10.35 $16.80 0 $10.91
as of 12/31/93 29.65 23.18 13.74 10.12 16.60 0 11.59
as of 12/31/92 26.54 19.19 0 10.01 12.37 0 10.51
as of 12/31/91 26.00 17.32 0 0 13.69 0 0
as of 12/31/90 16.74 12.51 0 0 12.98 0 0
as of 12/31/89 15.61 12.19 0 0 13.64 0 0
as of 12/31/88 9.63 9.96 0 0 0 0 0

* Formerly known as the HI International Growth Sub-account.

Sub-account and the Year Sub-account Operations Commenced

LA AST T. Rowe T. Rowe T. Rowe
Growth Phoenix Fed Fed Price Price Price
and Balanced Utility High Asset International Natural
Income Asset Income Yield Allocation Equity Resources
(1992) (1993) (1993) (1994) (1994) (1994) (1995)
------ ------ ------ ------ ------ ------ ------
No. of Units
as of 12/31/95
as of 12/31/94 7,479,449 13,986,604 7,177,232 2,106,791 2,320,063 11,166,758 0
as of 12/31/93 4,058,228 8,743,758 5,390,887 0 0 0 0
as of 12/31/92 956,949 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0

Unit Price
as of 12/31/95
as of 12/31/94 $11.98 $10.34 $9.81 $9.56 $9.80 $9.49 0
as of 12/31/93 11.88 10.47 10.69 0 0 0 0
as of 12/31/92 10.60 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0

PIMCO PIMCO AST
Founders INVESCO Total Limited Scudder Berger
Capital Equity Return Maturity International Capital NB
Appreciation Income Bond Bond Bond Growth Partners
(1994) (1994) (1994) (1995) (1994) (1994) (1995)
------ ------ ------ ------ ------ ------ ------
No. of Units
as of 12/31/95
as of 12/31/94 2,575,105 6,633,333 4,577,708 0 1,562,364 301,267
as of 12/31/93 0 0 0 0 0 0 0
as of 12/31/92 0 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0

Unit Price
as of 12/31/95
as of 12/31/94 $10.69 $9.61 $9.61 0 $9.59 $9.94
as of 12/31/93 0 0 0 0 0 0 0
as of 12/31/92 0 0 0 0 0 0 0
as of 12/31/91 0 0 0 0 0 0 0
as of 12/31/90 0 0 0 0 0 0 0
as of 12/31/89 0 0 0 0 0 0 0
as of 12/31/88 0 0 0 0 0 0 0
</TABLE>

The financial statements of the Sub-accounts being offered to you that were
available as investment options in 1995 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.

Sub-account Current Yield Effective Yield
AST Money Market [ ] [ ]

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:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
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

NB Partners Partners AA Small Capitalization Small Capitalization
AA Growth Growth
AA MidCap Growth MidCap Growth
</TABLE>

<TABLE>
<CAPTION>
Underlying Mutual Fund: American Skandia Trust

Sub-account Underlying Mutual Fund Portfolio
<S> <C> <C> <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
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
Berger Capital Growth Berger Capital Growth
_____________________________ Robertson Stephens Capital Appreciation

Underlying Mutual Fund: Montgomery Variable Series

Sub-account Underlying Mutual Fund Portfolio
_____________________________ Emerging Markets

</TABLE>

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

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

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

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

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

The prospectus for any underlying mutual fund or funds being considered by you
should be read in conjunction herewith. A copy of each prospectus may be
obtained without charge from us by calling 1-800-752-6342 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.

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; private
placements; asset-backed obligations; and municipal bonds.

(b) At the time of purchase, fixed income securities will be in one of the
top four generic lettered rating classifications as established by Standard &
Poor's, Moody's Investor Services, Inc. or any Nationally Recognized Statistical
Ratings Organization ("NRSRO").

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").

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 may be available to certain classes of purchasers, including,
but not limited to those who submit Purchase Payments above specified breakpoint
levels. 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). With respect to tax sheltered annuities, 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. 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. We may elect to no
longer offer Annuities in connection with various retirement plans. The Annuity
may also be used in connection with plans that do not qualify under the sections
of the Code noted above. Some of the potential tax consequences resulting from
various uses of the Annuities are discussed in the section entitled "Certain Tax
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 $10,000. 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>
<S> <C>
Additional Amount as a
Purchase Payment Percentage of the Purchase Payment

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>

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, any Additional Amount 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 Additional Amounts when applied. 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.

Periodic Purchase Payments: We may, from time-to-time, offer opportunities
to make Purchase Payments automatically on a periodic basis, subject to our
rules. These opportunities may include, but are not limited to, certain salary
reduction programs agreed to by an employer. As of the date of this Prospectus,
we only agree to accept Purchase Payments on such a basis if: (a) we receive
your request In Writing for a salary reduction program and we agree to accept
Purchase Payments on this basis; (b) the allocations are only to variable
investment options or the frequency and number of allocations to fixed
investment options is limited in accordance with our rules; and (c) the total of
Purchase Payments in the first Annuity Year is scheduled to equal at least our
then current minimum requirements. We may also require an initial Purchase
Payment to be submitted by check or wire before agreeing to such a program. Our
minimum requirements may differ based on the usage of the Annuity, such as
whether it is being used in conjunction with certain retirement plans.

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 $10,000 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
Valuation Period applicable to such transaction.

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

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

[(1+I) / (1+J)]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.

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 unless we authorize lower payments pursuant to a Periodic
Purchase Payment program (see "Periodic Purchase Payments") or less where
required by law. Additional Purchase Payments may be paid at any time before the
Annuity Date. 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. Currently, you may also maintain an unlimited number
of Fixed Allocations. We reserve the right to the extent permitted by law, to
limit the number of Fixed Allocations or the amount you may allocate to any
Fixed Allocation. Should you request a transaction that would leave less than
any minimum amount we then require in an investment option, we reserve the
right, to the extent permitted by law, to add the balance of your Account Value
in the applicable Sub-account or Fixed Allocation to the transaction and close
out your balance in that investment option.

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.

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

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. For contracts
issued before May 1, 1996 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.

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

"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 Additional Amounts (see
"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 accrued after the program of
Systematic Withdrawals begins, or payments of fixed dollar amounts that do not
exceed such earnings. A program of Systematic Withdrawals begins on the date we
accept, at our Office, your request for such a program. Systematic Withdrawals
are deemed to be withdrawn from Surrender Value in the same order as partial
withdrawals for purposes of determining if the contingent deferred sales charge
applies. Penalties may apply (see "Free Withdrawals".)

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

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

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

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

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

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

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

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

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

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

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 on the
fifteenth day preceding the Annuity Date, plus interest at not less than 3% per
year from such date to the Annuity Date, by the amount of the first periodic
payment per $1,000 of value obtained from our annuity rates for that type of
annuity and for the frequency of payment selected. Our rates will not be less
than our guaranteed minimum rates. These guaranteed minimum rates are derived
from the 1983a Individual Annuity Mortality Table with ages set back one year
for males and two years for females and with an assumed interest rate of 3% per
annum. Where required by law or regulation, such annuity table will have rates
that do not differ according to the gender of the key life. Otherwise, the rates
will differ according to the gender of the key life. 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 DistributionsPricing 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 mail to Owners, at their last known address of record,
any statements and reports required by applicable law or regulation. Owners
should therefore give us prompt notice of any address change. We send a
confirmation statement to Owners each time a transaction is made affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or withdrawals. Quarterly statements are also mailed detailing the activity
affecting your Annuity during the calendar quarter. You may request additional
reports. We reserve the right to charge up to $50 for each such additional
report. Instead of immediately confirming transactions made pursuant to some
type of periodic transfer program (such as a dollar cost averaging program) or a
periodic Purchase Payment program, such as a salary reduction arrangement, we
may confirm such transactions in quarterly statements. You should review the
information in these statements carefully. All errors or corrections must be
reported to us at our Office immediately to assure proper crediting to your
Annuity. For transactions for which we immediately send confirmations, we assume
all transactions are accurate unless you notify us otherwise within 30 days
after the date of the transaction. For transactions that are only confirmed on
the quarterly statement, we assume all transactions are accurate unless you
notify us within 30 days of the end of the calendar quarter. We also send to
Owners each year an annual report and a semi-annual report containing financial
statements for the applicable Sub-accounts, as of December 31 and June 30,
respectively.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THE COMPANY: American Skandia Life Assurance Corporation is a stock
insurance company domiciled in Connecticut with licenses in all 50 states. It is
a wholly owned subsidiary of American Skandia Investment Holding Corporation,
whose indirect parent is Skandia Insurance Company Ltd. Skandia Insurance
Company Ltd. is part of a group of companies whose predecessor commenced
operations in 1855. Two of our affiliates, American Skandia Marketing,
Incorporated, 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.

As of July 1995, Skandia Vida, S.A. de C.V. was formed by the ultimate
parent Skandia Insurance Company, Ltd., a Swedish corporation. The Company owns
99.9% ownership in Skandia Vida, S.A. de C.V. which is a Mexican life insurance
company. This Mexican life insurer is a start up company with expectations of
selling long term savings products within Mexico. The assets and liabilities of
Skandia Vida, S.A. de C.V. are translated at the period ended exchange rate. The
effects of these translation adjustments are reported in a separate component of
shareholder's equity. Total shareholder's equity of Skandia Vida, S.A. de C.V.
is $[ ] as of December 31, 1995.

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

Selected Financial Data: The following selected financial data are
qualified by reference to, and should be read in conjunction with, the financial
statements, including related notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this Prospectus. The selected financial data as of and for each of the five
years ended December 31, 1995, 1994, 1993, 1992 and 1991 has been audited by
Deloitte & Touche LLP, independent auditors, whose report thereon is included
herein.

<PAGE>

Income Statement Data:

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues:
Net investment income [to be provided by amendment] $ 1,300,217 $ 692,758 $ 892,053 $ 723,253
Annuity premium income 70,000 101,643 1,304,629 2,068,452
Annuity charges and fees* 24,779,785 11,752,984 4,846,134 1,335,079
Net realized capital gains (losses) (1,942) 330,024 195,848 4,278
Fee income 2,111,801 938,336 125,179 0
Other income 24,550 1,269 15,119 45,010
------ --------------- ------------- -------------
Total revenues $ 28,284,411 $ 13,817,014 $ 7,378,962 $ 4,176,072
=========== =========== ========== ==========

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

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

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

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

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

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

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

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

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

Results of Operations: [TO BE PROVIDED BY AMENDMENT]

Liquidity and Capital Resources: [TO BE PROVIDED BY AMENDMENT]

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

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

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

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

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

Surplus Notes: [TO BE PROVIDED BY AMENDMENT]

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

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

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

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

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

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

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

Executive Officers and Directors:

Our executive officers 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.

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Alan Blank - 1995
Vice President and 1994 $265,125
National Sales Manager, 1993 0
Banking

Wade A. Dokken - 1995
Executive Vice President 1994 $558,299
and Chief Marketing 1993 318,637
Officer

Robert Seaberg 1995
Vice President, 1994 $207,625
Marketing 1993 54,075 0 $21,575

[ ] [ ]
</TABLE>

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

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

<PAGE>

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

<S> <C> <C>
Jan R. Carendi Various $
*Alan Blank Various $
*Wade A. Dokken Various $
*Kevin J. Hart Various $
*Robert Seaberg Various $
</TABLE>

*Mssrs. Hart and Seaberg are no longer employed by the Company; the units
noted are no longer payable. Messrs. Blank and Dokken are no longer officers of
the Company, however units are still payable as these individuals are employees
of the Company.

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

Malcolm M. Campbell $ Gunnar Moberg $
Henrik Danckwardt $

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

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

(1) General Information Regarding American Skandia Life Assurance
Corporation

(2) Principal Underwriter

(3) Calculation of Performance Data

(4) Unit Price Determinations

(5) Calculating the Market Value Adjustment

(6) Independent Auditors

(7) Legal Experts

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

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

<PAGE>

APPENDIXES

APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN
SKANDIA LIFE ASSURANCE CORPORATION

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

APPENDIX C PRIOR CONTRACT

<PAGE>

APPENDIX A

FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

[TO BE FILED BY AMENDMENT]

<PAGE>

SHORT DESCRIPTIONS 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 portfolio's sub-advisor perceives an opportunity for capital growth
from such securities or so that a return may be received on the portfolio's idle
cash. Debt securities which the portfolio may purchase include corporate bonds
and debentures (not to exceed 5% of net assets in bonds rated below investment
grade), mortgage-backed and asset-backed securities, zero-coupon bonds,
indexed/structured notes, high-grade commercial paper, certificates of deposit
and repurchase agreements. Securities of foreign issuers, including securities
of foreign governments and Euromarket securities, also may be purchased.
Although it is the general policy of the JanCap Growth Portfolio to purchase and
hold securities for capital growth, changes will be made whenever the
portfolio's sub-advisor believes they are advisable. Because investment changes
usually will be made without reference to the length of time a security has been
held, a significant number of short-term transactions may result.

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

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 at
least 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 objectives 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 objectives 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.

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 may have annual portfolio turnover rates in
excess of 100%.

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

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

PIMCO Limited Maturity Bond: 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.

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

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

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

[INSERT ROBERTSON STEPHENS CAPITAL APPRECIATION PORTFOLIO]

The Alger American Fund

Alger American Small Capitalization Portfolio: The investment objective of the
Portfolio is long-term capital appreciation. Except during temporary defensive
periods, the Portfolio invests at least 65% of its total assets in equity
securities of companies that, at the time of purchase of the securities, have
total market capitalization within the range of companies included in the
Russell 2000 Growth Index, updated quarterly. The Russell 2000 Growth Index is
designed to track the performance of small capitalization companies. At the date
of this Prospectus, the range of market capitalization of these companies was
$____million to $_____billion. The Portfolio may invest up to 35% of its total
assets in equity securities of companies that, at the time of purchase, have
total market capitalization outside the range of companies included in the
Russell 2000 Growth Index and in excess of that amount (up to 100% of its
assets) during temporary defensive periods.

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

Alger American MidCap Growth Portfolio: The investment objective of the
Portfolio is long-term capital appreciation. Except during temporary defensive
periods, the Portfolio invests at least 65% of its total assets in equity
securities of companies that, at the time of purchase of the securities, have
total market capitalization within the range of companies included in the S&P
MidCap 400 Index, updated quarterly. The S&P MidCap 400 Index is designed to
track the performance of medium capitalization companies. At the date of this
Prospectus, the range of market capitalization of these companies was
$____million to $____billion. The Portfolio may invest up to 35% of its total
assets in equity securities of companies that, at the time of purchase, have
total market capitalization outside the range of companies included in the S&P
MidCap 400 Index and in excess of that amount (up to 100% of its assets) during
temporary defensive periods.

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 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.

Montgomery Variable Series

Emerging Markets Fund: The investment objective of the Montgomery Variable
Series Emerging Markets Fund is capital appreciation, which under normal
conditions it seeks by investing at least 65% of its total assets in equity
securities of companies in countries having emerging markets. For these
purposes, the Fund defines an emerging market country as having an economy that
is or would be considered by the World Bank or the United Nations to be emerging
or developing. This Fund considers emerging market companies to be companies the
securities of which are principally traded in the capital market of an emerging
market country, companies that derive at least 50% of their total revenue from
either goods produced or services rendered in emerging market countries or from
sales made in such emerging market countries, regardless of where the securities
of such companies are principally traded, or companies organized under the laws
of, and with a principal office in, an emerging market country.

This Fund uses a proprietary, quantitative asset allocation model created by the
Manager. This model employs mean-variance optimization, a process used in
developed markets based on modern portfolio theory and statistics. Mean-variance
optimization helps determine the percent of assets to invest in each country to
maximize expected returns for a given risk level. This Fund's aims are to invest
in those countries that are expected to have the highest risk/reward tradeoff
when incorporated into a total portfolio context and to construct a portfolio of
emerging market investments approximating the risk level of an internationally
diversified portfolio of securities in developed markets. This "top-down"
country selection is combined with "bottom-up" fundamental industry analysis and
stock selection based on original research, publicly available information, and
company visits.

This Fund invests primarily in common stock but also may invest in other types
of equity and equity derivatives securities. It may invest up to 35% of its
total assets in debt securities, including up to 5% in debt securities rated
below investment grade. The Fund has the right to purchase securities in foreign
countries. Accordingly, shareholders should consider carefully the substantial
risks involved in investing in securities issued by companies and governments of
foreign nations, which are in addition to the usual risks inherent in domestic
investments. While the Fund may invest in mature suppliers of products and
services, and technologies, the Fund also may invest in smaller companies that
may benefit from the development of new products and services. These smaller
companies may present greater opportunities for capital appreciation but may
involve greater risk than larger, mature issuers. The Fund is authorized to
invest in medium quality (rated or equivalent to BBB by S&P or Baa by Moody's)
and in limited amounts of high risk, lower quality debt securities, sometimes
called "junk bonds," (i.e., securities rated below BBB or Baa) or, if unrated,
deemed to be of equivalent investment quality as determined by the Manager.
Medium quality debt securities have speculative characteristics, and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
grade debt securities.

<PAGE>

APPENDIX C

PRIOR CONTRACT

Prior to May, 1994, the Company issued a variable annuity which is no
longer being issued but under which Purchase Payments may continue to be made
("prior contract"). This annuity was marketed as the Lifevest Personal Security
Annuity - "PSA" contract, and was sold during the period from September, 1988
until May 1994. Assets supporting the PSA contracts are maintained in Class 1 of
Separate Account B.

The principle differences between the contracts offered by this
Prospectus - ("current contract") - marketed as the American Skandia Advisors
Plan - "ASAP" contract, and the prior contract relate to the investment options
available under the contract, charges made by the Company, death benefit
provisions and annuitization options. In addition, while ASAP may be offered as
either individual contract or as coverage under a group annuity, PSA was only
offered as an individual contract.

DEFINITIONS

Some of the definitions used in the PSA contract are slightly different
from the definitions used in ASAP contract.

The defined term of "Account Value" used in the ASAP prospectus is the same as
the defined term of "Cash Value" in the former PSA Prospectus, except for the
inclusion of information relating to fixed investment options that are not
available in the PSA contracts.

The defined term of "Issue Date" used in the ASAP prospectus is the same as the
defined term of "Contract Date" in the former PSA Prospectus.

The defined term of "Purchase Payment" in the ASAP prospectus is not defined in
the former PSA prospectus, but the term is the same as the term "premium" or
"premium payment" that was used in the former PSA Prospectus.

The following defined terms in the ASAP prospectus relating to the fixed
investment options are not applicable: "Current Rates," Fixed Allocation,"
"Guarantee Period," "Interim Value," "MVA," and "Maturity Date."

The defined term "Owner" in the ASAP prospectus clarifies the meaning of that
term in relation to group annuity sales. This was not applicable to PSA.

Investment Options

The PSA contracts do not provide for a fixed dollar accumulation prior
to the maturity date. Thus the descriptions in this Prospectus of the Fixed
Investment Options, Separate Account D, Account Value of the Fixed Allocations,
Additional Amounts in the Fixed Allocations, Account Value, Current Rates, Fixed
Allocation, Guarantee Period, Interim Value, Market Value Adjustment or "MVA",
Balanced Investment Program, Allocation Rules, Transfers, Renewals, Dollar Cost
Averaging, Rebalancing, Systematic Withdrawals, Death Benefit, Pricing of
Transfers and Distributions, Voting Rights, Advertising, Deferral of
Transactions, Modification, to the extent that they relate to the fixed
investment options, are not applicable to the prior contract.

Purchase Payments

The minimum initial purchase payment for PSA is $5,000 and minimum
subsequent payments are $1,000, or less where required by law or regulation, and
may be paid at any time before the earlier of (1) the Annuity Date, and (2) the
contract anniversary following the earlier of your or the Annuitant's 85th
birthday.

Charges

The contingent deferred sales load for PSA originally was 6% for 6
years. It subsequently was changed for PSA contracts issued from May, 1991 (or
later, if required by law) to: year 1 - 7%, year 2 - 6%, year 3 - 5%, year 4 -
4%, year 5 - 3%, year 6 - 2%, year 7 - 1%.

The maintenance fee for PSA is $30 which is deducted annually to cover
the cost of maintaining and administering the contracts. Before annuity payments
commence, this fee is deducted at the end of each contract year or on surrender,
if earlier. During the Payout Period, if a variable annuitization option is
elected this fee is deducted from each annuity payment on a pro-rata basis.

The administrative and maintenance fees for PSA are fixed and cannot be
changed.

There is currently no "Transfer Fee" applicable to the PSA contract,
however, we reserve the right to charge up to the lesser of our actual costs in
effecting such transfers or the maximum allowed under state law for transfers in
excess of 12 in any contract year. Currently, that maximum is $10.00 per
transfer.

Expense Examples

The Expense Examples for the PSA contract are as follows:

Examples
(amounts shown are rounded to the nearest dollar)

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

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

If you do not surrender your contract you would pay the following expenses
on a $1,000 investment, assuming 5% annual return on assets: - SAME AS IN ASAP
PROSPECTUS.

Breakpoints

The current breakpoints for qualifying for the Additional Units, and the value
of such Units on the Valuation Day they are allocated to the Sub-accounts are as
follows:

Value of Additional Units
Premium received as a percentage of premium

At least $500,000 but less than $1,000,000 1.25%
At least $1,000,000 but less than $5,000,000 3.00%
At least $5,000,000 or more 3.75%

We currently plan to make 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.

Balanced Investment Program

There is no "Balanced Investment Program" available under the PSA contract.

Surrenders

The minimum amount of any partial surrender (partial withdrawal) under a PSA
contract is $500.

Medically Related Surrender

The provision in the ASAP Prospectus that such " 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" is not
applicable to the PSA contract.

Annuity Options/Annuity Payments

The section referred to as "Annuity Payments" in the ASAP Prospectus is similar
to the section entitled "Annuity Options" in the prior PSA prospectus except as
follows: 1) the term "key life" in the ASAP Prospectus is the same as the term
"payee" in the prior PSA Prospectus; 2) the amount of the first monthly payment
per $1,000 of value obtained from the annuity tables which 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 4% per annum; and
3) a variable annuity option is available, and it is selected, the amount of the
first monthly annuity payment, as described above, is divided by the Unit
Price(s) for the appropriate Sub-account(s) as of the close of business on the
fifth business day preceding the Annuity Date in order to determine the number
of Annuity Units for each Sub-account represented by the first payment.

Death Benefits

A death benefit for PSA is the greater of the Account Value or 100% of
the premium payments less all amounts surrendered. It is payable in the event of
the Owners death or the Annuitant's death (if there is no Contingent Annuitant)
if occurring both (a) prior the Annuity Date, and (b) before the contract
anniversary following the earlier of your or the Annuitant's 85th birthday. The
death benefit at any later date prior to the Annuity date is the Account Value.

Age Limits

Both the Owner and the Annuitant, if different from the Owner, must be less
than 85 years of age on the Issue Date under the PSA contract.

<PAGE>

Performance Information

The calculation of performance information is set forth in the ASAP
Statement of Additional Information. The Non-standard Total return is the same
for ASAP and PSA. The Standard Total Return for PSA Sub-accounts is as follows:

<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
(05/96).

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

-------------------------------------------------------
================================================================================
(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

- --------
* Trustees of American Skandia Trust, one of the underlying mutual funds in
which the Sub-accounts offered pursuant to this Prospectus invest.
<PAGE>
ASAP 2/9/96 4:45 PM

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution: Not Applicable.

Item 14. Indemnification of Directors and Officers: Under Section 33-320a of the
Connecticut General Statutes, the Registrant must indemnify a director or
officer against judgments, fines, penalties, amounts paid in settlement and
reasonable expenses including attorneys' fees, for actions brought or threatened
to be brought against him in his capacity as a director or officer when certain
disinterested parties determine that he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Registrant. In any
criminal action or proceeding, it also must be determined that the director or
officer had no reason to believe his conduct was unlawful. The director or
officer must also be indemnified when he is successful on the merits in the
defense of a proceeding or in circumstances where a court determines that he is
fairly and reasonable entitled to be indemnified, and the court approves the
amount. In shareholder derivative suits, the director or officer must be finally
adjudged not to have breached this duty to the Registrant or a court must
determine that he is fairly and reasonably entitled to be indemnified and must
approve the amount. In a claim based upon the director's or officer's purchase
or sale of the Registrants' securities, the director or officer may obtain
indemnification only if a court determines that, in view of all the
circumstances, he is fairly and reasonably entitled to be indemnified and then
for such amount as the court shall determine. The By-Laws of American Skandia
Life Assurance Corporation ("ASLAC") also provide directors and officers with
rights of indemnification, consistent with Connecticut Law.

The foregoing statements are subject to the provisions of Section 33-320a.

Directors and officers of ASLAC and American Skandia Marketing, Incorporated,
("ASM, Inc."), formerly Skandia Life Equity Sales Corporation, can also be
indemnified pursuant to Indemnity Agreements between each director and officer
and American Skandia Investment Holding Corporation, a corporation organized
under the laws of the state of Delaware. The provisions of the Indemnity
Agreement are governed by Section 45 of the General Corporation Law of the State
of Delaware.

The directors and officers of ASLAC and ASM, Inc. are covered under a directors
and officers liability insurance policy issued by an unaffiliated insurance
company and an insurance policy issued to Skandia Insurance Company Ltd., their
ultimate parent. Such policy will reimburse ASLAC or ASM, Inc., as applicable,
for any payments that it shall make to directors and officers pursuant to law
and, subject to certain exclusions contained in the policy, will pay any other
costs, charges and expenses, settlements and judgments arising from any
proceeding involving any director or officer of ASLAC or ASM, Inc., as
applicable, in his or her past or present capacity as such.

<PAGE>

Item 15. Recent Sales of Unregistered Securities: ASLAC has not offered or
sold any unregistered securities.

Item 16. Exhibits and Financial Statement Schedules:

<TABLE>
<CAPTION>
<S> <C> <C>
Exhibits Page

1 Underwriting agreement (Incorporated by reference to Post-Effective
Amendment No. 1 to Registration Statement No. 33-26122, filed March 1, 1990)

2 Plan of acquisition, reorganization, arrangement, liquidation or
succession Not applicable

3 Articles of incorporation and by-laws (Incorporated by reference to
Pre-Effective Amendment No. 2 to Registration Statement No. 33-19363, filed July
27, 1988)

4 Instruments defining the rights of security holders, including indentures
(Incorporated by reference to Pre-Effective Amendment No. 1 to this Registration
Statement, filed March 30, 1992)

5 Opinion re legality (included as Exhibit 23b)

6 - 9 Not applicable

10 Material contracts (Investment Management Agreement)

(a) Agreement with J. P. Morgan Investment Management Inc. incorporated by
reference to Post-Effective Amendment No. 5 to Registration Statement No.
33-26122, filed April 23, 1991

(b) Agreement with Fleet Investment Advisors Inc. incorporated by reference
to initial Registration Statement No. 33-86918, filed December 1, 1994

11 - 22 Not applicable

23a Consent of Deloitte & Touche LLP [To be filed by Amendment]
23b Opinion & Consent of Werner & Kennedy [To be filed by Amendment]

24 Power of Attorney

(a) For Directors Boronow, Campbell, Carendi, Danckwardt, Dokken and Sutyak
- - incorporated by reference to Post-Effective Amendment No. 10 to Registration
Statement No. 33-19363, filed February 28, 1992

(b) For Directors Mazzaferro, Moberg, Soderstrom and Tracy incorporated by
reference to initial Registration Statement No. 33-86918, filed December 1, 1994

(c) For Director Svensson incorporated by reference to initial Registration
Statement No. 33-88360, filed January 10, 1995

(d) For Directors Brunetti, Collins and Michael incorporated by reference
to initial Registration Statement No. 333-00941, filed February 15, 1996
- --------------------------------------------------------------------

<PAGE>

25 - 28 Not applicable
- --------------------------------------------------------------------------------
</TABLE>

An index to the financial statement schedules is omitted because it is not
required or is not applicable.

Item 17. Undertakings: The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
post-effective amendments to this registration statement:

(i) To include any prospectus required by section 10 (a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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

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

<PAGE>

- --------------------------------------------------------------------------------
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Shelton, State of
Connecticut, on February 15, 1996.

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
Registrant

By:/s/ M. Patricia Paez Attest:/s/ Diana D. Steigauf
M. Patricia Paez, Corporate Secretary Diana D. Steigauf

<TABLE>
<CAPTION>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

Signature Title Date
<S> <C> <C>

(Principal Executive Officer)

Jan R. Carendi* Chief Executive Officer, February 16, 1996
Jan R. Carendi Chairman of the Board and Director

(Principal Financial Officer and Principal Accounting Officer)

/s/ Thomas M. Mazzaferro Senior Vice President and February 16, 1996
Thomas M. Mazzaferro Chief Financial Officer

(Board of Directors)

Jan. R. Carendi* Gordon C. Boronow* Malcolm M. Campbell*
Jan. R. Carendi Gordon C. Boronow Malcolm M. Campbell

Henrik Danckwardt* Amanda C. Sutyak* Wade A. Dokken*
Henrik Danckwardt Amanda C. Sutyak Wade A. Dokken

Thomas M. Mazzaferro** Gunnar Moberg** Bayard F. Tracy**
Thomas M. Mazzaferro Gunnar Moberg Bayard F. Tracy

Anders Soderstrom** C. Ake Svensson*** Lincoln R. Collins****
Anders Soderstrom C. Ake Svensson Lincoln R. Collins

Nancy F. Brunetti**** Dianne B. Michael****
Nancy F. Brunetti Dianne B. Michael

*/**/***/****By: /s/M. Patricia Paez
M. Patricia Paez

<FN>
*Pursuant to Powers of Attorney previously filed with Post-Effective Amendment No. 10 to Registration Statement No. 33-19363
**Pursuant to Powers of Attorney previously filed with the initial filing of Registration Statement No. 33-86918.
***Pursuant to Power of Attorney previously filed with the initial filing of Registration Statement No. 33-88630.
****Pursuant to Powers of Attorney filed with the initial filing of Registration Statement No.333-00941.
</FN>
</TABLE>
<PAGE>

Exhibits

Exhibit 23a Consent of Deloitte & Touche LLP [To be filed by Amendment]

Exhibit 23b Opinion and Consent of Werner & Kennedy
[To be filed by Amendment]