AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
424B3, 1997-05-01
INSURANCE CARRIERS, NEC
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                        STAGECOACH VARIABLE ANNUITY PLUS

This  Prospectus  describes a type of annuity (the  "Annuity")  being offered by
American Skandia Life Assurance Corporation ("we", "our" or "us"), One Corporate
Drive, Shelton, Connecticut, 06484. This flexible premium Annuity may be offered
as individual annuity contracts or as interests in a group annuity. The Table of
Contents is on Page 4. Definitions  applicable to this Prospectus are on Page 6.
The  highlights  of this  offering  are  described  beginning  on  Page 8.  This
Prospectus  contains a detailed discussion of matters you should consider before
purchasing  this Annuity.  A Statement of Additional  Information has been filed
with the  Securities  and Exchange  Commission  and is available from us without
charge upon request. The contents of the Statement of Additional Information are
described on Page 51. 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 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 the WF Money Market 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 fund or in an underlying fund that does not have distinct portfolios.
As of the  date of this  Prospectus,  the  underlying  mutual  funds  are Life &
Annuity  Trust ("LA  Trust"),  American  Skandia Trust ("the AST Trust") and The
Alger American Fund. The portfolios of LA Trust in which the Sub-accounts invest
are: (a) WF Asset Allocation,  (b) WF U.S. Government Allocation,  (c) WF Growth
and Income, and (d) WF Money Market. The portfolios of American Skandia Trust in
which the  Sub-accounts  invest  are:  (a)  JanCap  Growth,  (b) T.  Rowe  Price
International  Equity,  (c) Founders  Capital  Appreciation,  (d) INVESCO Equity
Income,  (e) PIMCO Total Return Bond,  (f) PIMCO Limited  Maturity Bond, and (g)
Berger Capital Growth. The portfolio of The Alger American Fund is Growth.

In most  jurisdictions,  Account  Value may be allocated  to a fixed  investment
option during the accumulation  phase.  Account Value so allocated earns a fixed
rate of  interest  for a  specified  period of time  referred  to as a Guarantee
Period.  Guarantee  Periods of  different  durations  may be offered (see "Fixed
Investment  Options").  Such an allocation and the interest earned is guaranteed
by us only if held to its Maturity Date, 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 (see "Separate Accounts"
and "Separate Account D").
                              (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  1-800-680-8920  Prospectus  Dated:  May 1, 1997
Statement of Additional Information Dated: May 1, 1997

WFV2-PROS-(5/97)

We guarantee  fixed annuity  payments.  We also guaranty 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  subsidiary of Wells Fargo Bank,  N.A.,  are
not federally insured by the Federal Deposit Insurance Corporation,  the Federal
Reserve  Board,  or any  other  agency  and are not  insured  by the  Securities
Investor Protection  Corporation ("SIPC") as to the loss of the principal amount
invested.  Purchase Payments  allocated to the investment options are subject to
investment risks, including possible loss of principal.





<PAGE>

                      (This page was purposely left blank.)


<PAGE>


<TABLE>
<CAPTION>
                                                     TABLE OF CONTENTS
<S>                                                                                                                      <C>
DEFINITIONS...............................................................................................................6
HIGHLIGHTS................................................................................................................8
AVAILABLE INFORMATION....................................................................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................................................................10
CONTRACT EXPENSE SUMMARY.................................................................................................10
EXPENSE EXAMPLES.........................................................................................................12
CONDENSED FINANCIAL INFORMATION..........................................................................................12
   Unit Prices And Numbers Of Units......................................................................................13
   Yields On Money Market Sub-account....................................................................................15
INVESTMENT OPTIONS.......................................................................................................15
   Variable Investment Options...........................................................................................15
   Fixed Investment Options..............................................................................................16
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................................17
   Separate Accounts.....................................................................................................17
   Separate Account B....................................................................................................17
   Separate Account D....................................................................................................18
INSURANCE ASPECTS OF THE ANNUITY.........................................................................................19
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY.......................................................................19
   Contingent Deferred Sales Charge......................................................................................19
   Tax Charges...........................................................................................................20
   Transfer Fee..........................................................................................................20
   Allocation Of Annuity Charges.........................................................................................20
CHARGES ASSESSED AGAINST THE ASSETS......................................................................................20
   Administration Charge.................................................................................................20
   Mortality and Expense Risk Charges....................................................................................20
CHARGES OF THE UNDERLYING MUTUAL FUNDS...................................................................................21
PURCHASING ANNUITIES.....................................................................................................21
   Uses Of The Annuity...................................................................................................21
   Application And Initial Payment.......................................................................................21
   Breakpoints...........................................................................................................21
   Exchange Contracts....................................................................................................22
   Auto Saver............................................................................................................24
   Periodic Purchase Payments............................................................................................24
   Right to Return the Annuity...........................................................................................24
   Allocation of Net Purchase Payments...................................................................................24
   Balanced Investment Program...........................................................................................25
   Ownership, Annuitant and Beneficiary Designations.....................................................................25
ACCOUNT VALUE AND SURRENDER VALUE........................................................................................26
   Account Value in the Sub-accounts.....................................................................................26
   Account Value of the Fixed Allocations................................................................................26
   Additional Amounts in the Fixed Allocations...........................................................................26
RIGHTS, BENEFITS AND SERVICES............................................................................................27
   Additional Purchase Payments..........................................................................................27
   Changing Revocable Designations.......................................................................................28
   Allocation Rules......................................................................................................28
   Transfers.............................................................................................................28
     Renewals............................................................................................................29
     Dollar Cost Averaging...............................................................................................29
     Rebalancing.........................................................................................................30
   Distributions.........................................................................................................30
     Surrender...........................................................................................................31
     Medically-Related Surrender.........................................................................................31
     Free Withdrawals....................................................................................................31
     Partial Withdrawals.................................................................................................32
     Systematic Withdrawals..............................................................................................32
     Minimum Distributions...............................................................................................32
     Death Benefit.......................................................................................................33
     Annuity Payments....................................................................................................34
     Qualified Plan Withdrawal Limitations...............................................................................35
   Pricing of Transfers and Distributions................................................................................36
   Voting Rights.........................................................................................................36
   Transfers, Assignments or Pledges.....................................................................................37
   Reports to You........................................................................................................37
SALE OF THE ANNUITIES....................................................................................................37
   Distribution..........................................................................................................37
   Advertising...........................................................................................................37
CERTAIN TAX CONSIDERATIONS...............................................................................................38
   Our Tax Considerations................................................................................................38
   Tax Considerations Relating to Your Annuity...........................................................................38
     Non-natural Persons.................................................................................................38
     Natural Persons.....................................................................................................38
     Distributions.......................................................................................................38
     Loans, Assignments and Pledges......................................................................................39
     Gifts...............................................................................................................39
     Penalty on Distributions............................................................................................39
     Annuity Payments....................................................................................................40
     Tax Free Exchanges..................................................................................................40
     Transfers Between Investment Options................................................................................40
     Estate and Gift Tax Considerations..................................................................................40
     Generation-Skipping Transfers.......................................................................................40
     Diversification.....................................................................................................40
     Federal Income Tax Withholding......................................................................................40
   Tax Considerations When Using Annuities in Conjunction with Qualified Plans...........................................41
     Individual Retirement Programs......................................................................................41
     Tax Sheltered Annuities.............................................................................................41
     Corporate Pension and Profit-sharing Plans..........................................................................41
     H.R. 10 Plans.......................................................................................................41
     Tax Treatment of Distributions from Qualified Annuities.............................................................41
     Section 457 Plans...................................................................................................41
OTHER MATTERS............................................................................................................42
   Deferral of Transactions..............................................................................................42
   Resolving Material Conflicts..........................................................................................42
   Modification..........................................................................................................42
   Misstatement of Age or Sex............................................................................................43
   Ending the Offer......................................................................................................43
   Indemnification.......................................................................................................43
   Legal Proceedings.....................................................................................................43
THE COMPANY..............................................................................................................43
   Lines of Business.....................................................................................................43
   Selected Financial Data...............................................................................................43
   Management's Discussion and Analysis of Financial Condition and Results of Operations.................................44
   Results of Operation..................................................................................................44
   Liquidity and Capital Resources.......................................................................................46
     Segment Information.................................................................................................46
   Reinsurance...........................................................................................................46
   Future Fees Payable to Parent.........................................................................................47
   Surplus Notes.........................................................................................................47
   Reserves..............................................................................................................48
   Competition...........................................................................................................48
   Employees.............................................................................................................48
   Regulation............................................................................................................48
   Executive Officers and Directors......................................................................................49
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................................................51
FINANCIAL STATEMENTS.....................................................................................................51
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.........................................52
APPENDIX B  SHORT DESCRIPTIONS OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT
   OBJECTIVES AND POLICIES...............................................................................................52
APPENDIX C  PRIOR CONTRACT...............................................................................................52
</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.  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 a specific type of Systematic Withdrawal such that the
amounts  payable are not less than the 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  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.

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. Certain of the variable
investment options may not be available in all jurisdictions.  As of the date of
this Prospectus,  we offer thirteen Sub-accounts.  Four of the underlying mutual
fund portfolios are managed by Wells Fargo Bank,  N.A. The available  portfolios
of the LA Trust in which the  Sub-accounts  invest are as follows:  (a) WF Asset
Allocation  Fund;  (b) WF U.S.  Government  Allocation  Fund;  (c) WF Growth and
Income  Fund;  (d) WF Money  Market  Fund.  BZW  Barclays  Global Fund  Advisors
("BGFA")  serves  as  Sub-advisor  for the  Asset  Allocation  Fund and the U.S.
Government  Allocation Fund. American Skandia Investment Services,  Incorporated
("ASISI"),  formerly American Skandia Life Investment  Management,  Inc., is the
investment  manager for the AST Trust.  Currently,  ASISI  engages a sub-advisor
("Sub-advisor")  for each  portfolio.  The  Sub-advisor for each portfolio is as
follows:  (a) JanCap Growth Portfolio:  Janus Capital  Corporation;  (b) T. Rowe
Price  International  Equity  Portfolio:  T. Rowe Price  Associates,  Inc.;  (c)
Founders Capital Appreciation  Portfolio:  Founders Asset Management,  Inc.; (d)
INVESCO  Equity Income  Portfolio:  INVESCO Funds Group,  Inc.;  (e) PIMCO Total
Return Bond: Pacific Investment  Management Company;  (f) PIMCO Limited Maturity
Bond:  Pacific  Investment  Management  Company;  and (g) Berger  Capital Growth
Portfolio:  Berger  Associates,  Inc. The Growth Portfolio of The Alger American
Fund is managed by Fred Alger Management, Inc.

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 may also 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) Tax Charges;
(c) Transfer Fee; and (d) 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
portfolio assesses various charges,  including charges for investment management
and investment  advisory fees. These charges generally differ between portfolios
within the underlying mutual fund. You will find additional  details in the fund
prospectus and its statement of additional information.

         (7)  Purchasing  Annuities:  Annuities are available for multiple uses,
including as a funding vehicle for various retirement programs which qualify for
special  treatment  under  the  Code.  We  may  require  a  properly   completed
Application,  an acceptable Purchase Payment,  and any other materials under our
underwriting  rules  before we agree to issue an Annuity.  We may offer  special
programs in relation to Annuities on which we receive  large  Purchase  Payments
and/or Annuities  obtained as an exchange of a contract issued by an insurer not
affiliated with us. You have the right to return an Annuity within a "free-look"
period if you are not  satisfied  with it. In most  jurisdictions,  the  initial
Purchase  Payment and any  Purchase  Payments  received  during the  "free-look"
period are  allocated  according to your  instructions.  In  jurisdictions  that
require a "free-look" provision such that, if the Annuity is returned under that
provision,  we must return at least your Purchase Payments less any withdrawals,
we  temporarily   allocate  such  Purchase  Payments  to  the  WF  Money  Market
Sub-account. Where permitted by law in such jurisdictions, we will allocate such
Purchase  Payments  according  to  your  instructions,   without  any  temporary
allocation to the WF Money Market Sub-account if you execute a return waiver. We
offer a  balanced  investment  program  in  relation  to your  initial  Purchase
Payment. Certain designations must be made, including an Owner and an Annuitant.
You may also make  certain  other  designations  that  apply to the  Annuity  if
issued.  These designations  include a contingent Owner, a Contingent  Annuitant
(Contingent  Annuitants may be required in conjunction  with certain uses of the
Annuity), a Beneficiary,  and a contingent Beneficiary. See the section entitled
Purchasing  Annuities,  including  the  following  subsections:  (a) Uses of the
Annuity;  (b) Application and Initial  Payment;  (c)  Breakpoints;  (d) Exchange
Contracts;  (e) Auto Saver; (f) Periodic Purchase Payments;  (g) Right to Return
the Annuity;  (h) Allocation of Net Purchase Payments;  (i) Balanced  Investment
Program; and (j) 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.  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 Auto Saver to make
Purchase Payments. We support certain Periodic Purchase Payment programs subject
to our rules.  You may change revocable  designations.  You may transfer Account
Values between  investment  options.  Transfers in excess of 12 per Annuity Year
are subject to a fee. We offer dollar cost averaging and rebalancing  during the
accumulation phase. During the accumulation phase,  surrender,  free withdrawals
and partial withdrawals are available, as are medically-related surrenders under
which  the  contingent   deferred   sales  charge  is  waived  under   specified
circumstances.  In the accumulation  phase we offer Systematic  Withdrawals and,
for Annuities used in qualified  plans,  Minimum  Distributions.  We offer fixed
annuity  options,  and may offer  adjustable  annuity options that can guarantee
payments for life. In the  accumulation  phase,  a death benefit may be payable.
You may  transfer  or assign  your  Annuity  unless  such  rights are limited in
conjunction  with certain uses of the Annuity.  You may exercise  certain voting
rights  in  relation  to the  underlying  mutual  fund  portfolios  in which the
Sub-accounts invest. You have the right to receive certain reports periodically.

For  additional  information,  see the section  entitled  Rights,  Benefits  and
Services including the following subsections:  (a) Additional Purchase Payments;
(b) Auto Saver; (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;  and (i) Executive
Officers and Directors.

AVAILABLE  INFORMATION:  A Statement of Additional Information is available from
us  without  charge  upon  request  by  filling in the coupon at the end of this
Prospectus  and  sending it (or a written  request)  to  American  Skandia  Life
Assurance Corporation,  Stagecoach Annuity, P.O. Box 883, Shelton, CT 06484. You
also  may  forward  such  a  request  electronically  to  our  Customer  Service
Department  or call us at  1-(800)-752-6342.  Our  electronic  mail  address  is
[email protected].  It includes further  information,  as described in
the section of this Prospectus entitled "Contents of the Statement of Additional
Information."  You may obtain a copy of the Statement of Additional  Information
by  filling  in the coupon at the end of this  Prospectus  and  sending it (or a
written  request) to American  Skandia Life  Assurance  Corporation,  Attention:
Stagecoach  Variable Annuity  Administration,  P.O. Box 883, Shelton,  CT 06484.
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. These documents, as well as documents incorporated
by  reference,   may  also  be  obtained  through  the  SEC's  Internet  Website
(http://www.sec.gov)  for  this  registration  statement  as well  as for  other
registrants that file electronically with the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE:  The Annual Report on Form 10-K
for the year ended  December 31, 1996  previously  filed by the Company with the
SEC under the Securities  Exchange Act of 1934 is  incorporated  by reference in
this Prospectus.

To  the  extent  and  only  to the  extent  that  any  statement  in a  document
incorporated  by reference  into this  Prospectus is modified or superseded by a
statement in this  Prospectus or in a later-filed  document,  such  statement is
hereby deemed so modified or superseded and not part of this Prospectus.

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

CONTRACT  EXPENSE  SUMMARY:  The summary  provided  below  includes  information
regarding  the  expenses  for your  Annuity,  for the  Sub-accounts  and for the
underlying mutual fund portfolios.  The only expense  applicable if you allocate
all your Account Value to Fixed  Allocations  would be the  contingent  deferred
sales charge.

More detail  regarding  the  expenses of the  underlying  mutual funds and their
portfolios may be found either in the  prospectuses  for such mutual funds or in
the annual reports of such mutual funds.

The  expenses  of our  Sub-accounts  (not those of the  underlying  mutual  fund
portfolios  in which  our  Sub-accounts  invest)  are the same no  matter  which
Sub-account you choose. Therefore,  these expenses are only shown once below. In
certain states, premium taxes may be applicable.

<TABLE>
<CAPTION>
         Your Transaction Expenses

<S>                                                                     <C>            <C>          <C>              
Contingent Deferred Sales Charge,                                                                       7% of each Purchase Payment,
as a percentage of Purchase Payments liquidated                                                     decreasing 1% in the third year,
                                                                                                       another 1% in the fourth year
                                                                                                        another 1% in the fifth year
                                                                                                        another 1% in the sixth year
                                                                                                      and another 1% in the 7th year
                                                                                       with none applicable as to a Purchase Payment
                                                                                                   starting in the eighth year after
                                                                                                   it was allocated to Account Value

Annual Maintenance Fee                                                                                                          None

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 Charges                                                                                                         0.15%
                                                                                                                               -----
Total Annual Expenses of the Sub-accounts                                                                                      1.40%
</TABLE>

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

Unless  otherwise  indicated,  the expenses  shown below are for the year ending
December 31, 1996.  "N/A"  indicates  that no entity has agreed to reimburse the
particular  expense  indicated.  The  expenses  of  the  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
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.

<TABLE>
<CAPTION>
                                                                                                 Total          Total
                                                                                                Annual         Annual
                                  Management    Management          Other         Other        Expenses       Expenses
                                      Fee           Fee           Expenses      Expenses       after any     without any
                                   after any    without any       after any    without any    applicable     applicable
Portfolio:                         voluntary     voluntary     any applicable  applicable      waiver or      waiver or
                                    waiver        waiver        reimbursement reimbursement  reimbursement  reimbursement
- ------------------------------------------------------------------------------------------------------------------------------------
Life & Annuity Trust
<S>                                 <C>           <C>              <C>            <C>             <C>          <C>  
  WF Asset Allocation               0.54%         0.60%            0.15%          0.20%           0.69%        0.80%
  WF U.S. Government Allocation     0.08%         0.60%            0.52%          0.58%           0.60%        1.18%
  Money Market                      0.16%         0.45%            0.35%          0.77%           0.51%        1.22%
  WF Growth & Income                0.38%         0.60%            0.22%          0.52%           0.60%        1.12%

American Skandia Trust
  JanCap Growth                       N/A         0.90%              N/A          0.20%             N/A        1.10%
  T. Rowe Price Int'l Equity          N/A         1.00%              N/A          0.30%             N/A        1.30%
  Founders Capital Appreciation       N/A         0.90%              N/A          0.26%             N/A        1.16%
  INVESCO Equity Income               N/A         0.75%              N/A          0.23%             N/A        0.98%
  PIMCO Total Return Bond             N/A         0.65%              N/A          0.24%             N/A        0.89%
  PIMCO Limited Maturity Bond         N/A         0.65%              N/A          0.24%             N/A        0.89%
  Berger Capital Growth               N/A         0.75%              N/A          0.26%             N/A        1.01%

The Alger American Fund
  Growth                              N/A         0.75%                +          0.04%               +        0.79%
</TABLE>

The  purpose of the above  table is to assist you in  understanding  the various
costs and expenses  that you would bear directly or indirectly as an investor in
the Portfolio(s).

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

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

The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts;   (b)  fees  and  expenses  remain  constant;  (c)  there  are  no
withdrawals of Account Value during the period shown; (d) there are no transfers
or other  transactions  subject to a fee during  the  period  shown;  (e) no tax
charge  applies;  and (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."

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

         Examples (amounts shown are rounded to the nearest dollar)

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

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

<S>                                                                 <C>             <C>               <C>             <C>
WF Asset Allocation                                                 91              126               153             243
WF U.S. Government Allocation                                       90              123               148             233
WF Growth and Income                                                90              123               148             233
WF Money Market                                                     90              121               144             225
JanCap Growth                                                       96              139               174             285
T. Rowe Price International Equity                                  98              145               185             306
Founders Capital Appreciation                                       96              140               177             291
INVESCO Equity Income                                               94              135               168             273
PIMCO Total Return Bond                                             93              132               163             264
PIMCO Limited Maturity Bond                                         93              132               163             264
Berger Capital Growth                                               95              136               170             277
AA Growth                                                           92              129               158             254
</TABLE>

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

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

<S>                                                                 <C>              <C>              <C>             <C>
WF Asset Allocation                                                 21               66               113             243
WF U.S. Government Allocation                                       20               63               108             233
WF Growth and Income                                                20               63               108             233
WF Money Market                                                     20               61               104             225
JanCap Growth                                                       26               79               134             285
T. Rowe Price International Equity                                  28               85               145             306
Founders Capital Appreciation                                       26               80               137             291
INVESCO Equity Income                                               24               75               128             273
PIMCO Total Return Bond                                             23               72               123             264
PIMCO Limited Maturity Bond                                         23               72               123             264
Berger Capital Growth                                               25               76               130             277
AA Growth                                                           22               69               118             254
</TABLE>

CONDENSED  FINANCIAL  INFORMATION:  The Unit  Prices  and number of Units in the
Sub-accounts that commenced  operations prior to January 1, 1997 are shown below
as is  yield  information  on the WF  Money  Market  Sub-account.  All of  these
Sub-accounts  were available during the periods shown as investment  options for
other  variable  annuities  we offer  pursuant to  different  prospectuses.  The
charges  assessed  against  the  Sub-accounts  under  the  terms of those  other
variable   annuities  are  the  same  as  the  charges   assessed  against  such
Sub-accounts under the Annuity offered pursuant to this Prospectus.


         Unit Prices And Numbers Of Units:  The following  table shows:  (a) the
Unit Price as of the dates  shown for Units in each of the Class 1  Sub-accounts
of Separate Account B that commenced operations prior to January 1, 1997 and are
being offered  pursuant to this Prospectus or which we offer pursuant to certain
other  prospectuses;  and (b) the  number  of  Units  outstanding  in each  such
Sub-account  as of the dates shown.  The year in which  operations  commenced in
each  such  Sub-account  is  noted in  parentheses.  The  portfolios  in which a
particular Sub-account invests may or may not have commenced operations prior to
the date such Sub-account commenced  operations.  The initial offering price for
each Sub-account was $10.00.

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

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

No. of Units
<S>                            <C>                    <C>                   <C>                     <C>      
  as of 12/31/96               3,700,609              1,173,664             2,096,545               1,157,342
  as of 12/31/95               1,991,150                428,889               823,247                 521,291
  as of 12/31/94                 743,176                 84,609               204,067                 144,050
  as of 12/31/93                       0                      0                     0                       0
  as of 12/31/92                       0                      0                     0                       0
  as of 12/31/91                       0                      0                     0                       0
  as of 12/31/90                       0                      0                     0                       0
  as of 12/31/89                       0                      0                     0                       0
  as of 12/31/88                       0                      0                     0                       0

Unit Price
  as of 12/31/96                  $13.99                 $11.50                $15.90                  $10.92
  as of 12/31/95                   12.73                  11.21                 13.18                   10.58
  as of 12/31/94                   10.01                   9.94                 10.34                   10.18
  as of 12/31/93                       0                      0                     0                       0
  as of 12/31/92                       0                      0                     0                       0
  as of 12/31/91                       0                      0                     0                       0
  as of 12/31/90                       0                      0                     0                       0
  as of 12/31/89                       0                      0                     0                       0
  as of 12/31/88                       0                      0                     0                       0
</TABLE>



<PAGE>


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

                                                         T. Rowe
                                                          Price               Founders                 INVESCO
                                  JanCap              International            Capital                 Equity
                                  Growth                 Equity             Appreciation               Income
                                  (1992)                 (1994)                (1994)                  (1994)
No. of Units
<S>                           <C>                    <C>                   <C>                     <C>       
  as of 12/31/96              46,779,164             32,628,595            12,282,211              23,592,226
  as of 12/31/95              28,662,737             17,935,251             6,076,373              13,883,712
  as of 12/31/94              22,354,170             11,166,758             2,575,105               6,633,333
  as of 12/31/93              13,603,637                      0                     0                       0
  as of 12/31/92               1,476,139                      0                     0                       0
  as of 12/31/91                       0                      0                     0                       0
  as of 12/31/90                       0                      0                     0                       0
  as of 12/31/89                       0                      0                     0                       0
  as of 12/31/88                       0                      0                     0                       0

Unit Price
  as of 12/31/96                  $18.79                 $11.70                $16.54                  $14.23
  as of 12/31/95                   14.85                  10.39                 13.97                   12.33
  as of 12/31/94                   10.91                   9.49                 10.69                    9.61
  as of 12/31/93                   11.59                      0                     0                       0
  as of 12/31/92                   10.51                      0                     0                       0
  as of 12/31/91                       0                      0                     0                       0
  as of 12/31/90                       0                      0                     0                       0
  as of 12/31/89                       0                      0                     0                       0
  as of 12/31/88                       0                      0                     0                       0
</TABLE>

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

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

No. of Units
<S>                           <C>                    <C>                    <C>                    <C>       
  as of 12/31/96              29,921,643             18,894,375             9,563,858              15,666,357
  as of 12/31/95              19,061,840             15,058,644             3,658,836              12,092,291
  as of 12/31/94               4,577,708                      0               301,267               5,614,760
  as of 12/31/93                       0                      0                     0               2,997,458
  as of 12/31/92                       0                      0                     0               1,482,037
  as of 12/31/91                       0                      0                     0                 559,779
  as of 12/31/90                       0                      0                     0                  82,302
  as of 12/31/89                       0                      0                     0                   6,900
  as of 12/31/88                       0                      0                     0                       0

Unit Price
  as of 12/31/96                  $11.48                 $10.62                $13.99                  $34.84
  as of 12/31/95                   11.26                  10.37                 12.20                   31.18
  as of 12/31/94                    9.61                      0                  9.94                   23.18
  as of 12/31/93                       0                      0                     0                   23.18
  as of 12/31/92                       0                      0                     0                   19.19
  as of 12/31/91                       0                      0                     0                   17.32
  as of 12/31/90                       0                      0                     0                   12.51
  as of 12/31/89                       0                      0                     0                   12.19
  as of 12/31/88                       0                      0                     0                       0
</TABLE>

Information  is  not  shown  above  for  Sub-accounts  that  had  not  commenced
operations prior to January 1, 1997.

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

         Yields On Money  Market  Sub-account:  Shown  below are the current and
effective yields for a hypothetical  contract.  The yield is calculated based on
the performance of the WF Money Market Sub-account during the last seven days of
the calendar year ending prior to the date of this Prospectus.  At the beginning
of the seven day period,  the  hypothetical  contract had a balance of one Unit.
The current and  effective  yields  reflect the  recurring  charges  against the
Sub-account.  Please note that  current and  effective  yield  information  will
fluctuate.  This  information  may not  provide  a basis  for  comparisons  with
deposits  in banks or other  institutions  which pay a fixed yield over a stated
period of time, or with  investment  companies  which do not serve as underlying
funds for variable annuities.

 Sub-account                  Current Yield                     Effective Yield
 WF Money Market                   3.39%                              3.45%

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  portfolio  of the LA Trust,  the AST Trust or The Alger
American  Fund.  As of the date of this  Prospectus,  the  Sub-accounts  and the
portfolios in which they invest are as follows:

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

                  Sub-account                                                              Underlying Mutual Fund Portfolio

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

                                           Underlying Mutual Fund: American Skandia Trust

                  Sub-account                                                              Underlying Mutual Fund Portfolio

JanCap Growth                                                                                                 JanCap Growth
T. Rowe Price International Equity                                                       T. Rowe Price International Equity
Founders Capital Appreciation                                                                 Founders Capital Appreciation
INVESCO Equity Income                                                                                 INVESCO Equity Income
PIMCO Total Return Bond                                                                             PIMCO Total Return Bond
PIMCO Limited Maturity Bond                                                                     PIMCO Limited Maturity Bond
Berger Capital Growth Berger Capital Growth

                                          Underlying Mutual Fund: The Alger American Fund

                  Sub-account                                                              Underlying Mutual Fund Portfolio

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

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

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

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

         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.

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").

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 Investment  Company Act
of  1940  (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, 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 include cash;  debt securities  issued by
the United States Government or its agencies and instrumentalities; money market
instruments;  short,  intermediate and long-term corporate obligations;  private
placements; asset-backed obligations; and municipal bonds.

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

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

         (3) We have the sole discretion to employ  investment  managers that we
believe are qualified,  experienced and reputable to manage Separate  Account D.
Each manager is responsible for investment  management of different  portions of
Separate  Account D. From time to time  additional  investment  managers  may be
employed  or  investment  managers  may cease  being  employed.  We are under no
obligation to employ or continue to employ any investment manager(s).

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

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

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

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

         Contingent  Deferred Sales Charge:  Although we incur sales expenses in
connection  with  the  sale of  contracts  (for  example,  preparation  of sales
literature,  expenses  of selling  and  distributing  the  contracts,  including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be  assessed.  We assess a  contingent  deferred  sales  charge  against the
portion of any  withdrawal or surrender  that is deemed to be a  liquidation  of
your Purchase  Payments paid within the preceding  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 is: year
1 -7.0%;  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%.

Each Annuity Year in the accumulation phase you may withdraw a limited amount of
Account Value without  application of any contingent  deferred sales charge (see
"Free  Withdrawal").  However,  for purposes of the  contingent  deferred  sales
charge, amounts withdrawn as a free withdrawal are not considered as 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  managers  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;  (f) the then
current spouse of any such person noted in (b) through (e),  above;  (g) parents
of any such person noted in (b) through (f) above;  and (h) such person's  child
or other legal  dependent  under age of 21. No such group contract or Annuity is
eligible for any  Additional  Amount due to the size of Purchase  Payments  (see
"Breakpoints")  or  may  qualify  under  any  Exchange  Program  (see  "Exchange
Contracts").

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

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

         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 3 1/2% and
are subject to change.  In addition to state taxes,  local taxes may also apply.
The amounts of these taxes may exceed those for state taxes.

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

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

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.

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

Any  elimination  of the  administration  charge or any reduction of such charge
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 administration costs.

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 its statement
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
and  those who are  exchanging  a  contract  issued by  another  insurer  for an
Annuity.  You have a "free-look" period during which you may return your Annuity
for a refund amount which may be less or more than your Purchase Payment, except
in specific circumstances.

         Uses Of The Annuity:  The Annuity may be issued in  connection  with or
purchased  as a funding  vehicle  for  certain  retirement  plans which meet the
requirements of various sections of the Code, including Sections 401 (corporate,
association,  or self-employed  individuals'  retirement plans),  Section 403(b)
(tax-sheltered annuities available to employees of certain qualifying employers)
and  Section 408  (individual  retirement  accounts  and  individual  retirement
annuities - "IRAs";  Simplified  Employee  Pensions).  We may require additional
information regarding the applicable retirement plans before we issue an Annuity
to be used in connection  with such  retirement  plans.  We may also restrict or
change  certain rights and benefits,  if in our opinion,  such  restrictions  or
changes  are  necessary  for your  Annuity  to be used in  connection  with such
retirement  plans.  We may elect to no longer offer Annuities in connection with
various  retirement plans. The Annuity may also be used in connection with plans
that do not  qualify  under the  sections of the Code noted  above.  Some of the
potential  tax  consequences  resulting  from various uses of the  Annuities are
discussed in the section entitled "Certain Tax 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 if the Annuity is not to be used
in connection  with a plan designed to qualify for special  treatment  under the
Code is  $10,000.  However,  if you choose  Auto  Saver,  we will accept a lower
initial  Purchase Payment  provided that the Purchase  Payments  received in the
first year total at least  $10,000.  The  minimum  initial  Purchase  Payment we
accept  if the  Annuity  is to be used in  connection  with a plan  designed  to
qualify for special treatment under the Code is $2,000.  However,  if you choose
Auto Saver, we will accept a lower initial  Purchase  Payment  provided that the
Purchase Payments received in the first year total at least $2,000.  The initial
Purchase  Payment must be paid by check or by wire  transfer.  It cannot be made
through Auto Saver.  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.  The percentage  also depends on the age of the oldest of any
Owner, if the Owners is a person,  or the Annuitant,  if the Owner is an entity,
on the date we receive the applicable Purchase Payment at our Office.

<TABLE>
<CAPTION>
                                               Age of the oldest of any Owner or the
                                              Annuitant when we receive the applicable             Additional Amount as a percentage
 Total Purchase Payments received                  Purchase Payment at our Office                            of the Purchase Payment
 --------------------------------                  ------------------------------                            -----------------------

<S>                                                       <C>                                                                  <C>
At least $1,000,000.00 but
     less than $5,000,000.00                              Less than Age 75                                                     3.00%

At least $1,000,000.00 but                                     Age 75
     less than $5,000,000.00                                  and older                                                        1.50%

$5,000,000.00 or more                                     Less than Age 75                                                     3.75%

$5,000,000.00 or more                                          Age 75
                                                              and older                                                        2.00%
</TABLE>

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

Additional  Amounts  are  added at the same  time the  qualifying  Net  Purchase
Payment  is  allocated  to the  investment  options,  and are  allocated  to the
investment  options in the same manner as such qualifying Net Purchase  Payment.
Should you exercise your right to return the Annuity, 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 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 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 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.

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

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

Under the Exchange  Program  available as of the date of this  Prospectus we add
certain amounts to your Account Value as exchange credits ("Exchange  Credits").
Such  Exchange  Credits  are  credited by us on behalf of the Owners of Exchange
Contracts with funds from our general account. Subject to a specified limit (the
"Exchange  Credit  Limit")  discussed  below,  the  Exchange  Credits  equal the
surrender  charge  paid,  if  any,  to the  other  insurance  company  plus  the
difference,  if any,  between  the  "annuity  value" and the  "surrender  value"
attributable  to a  difference  in  interest  rates  that  have been or would be
credited  to such  values  in  annuities  typically  referred  to as "two  tier"
annuities.  Both such amounts hereafter are referred to as a "surrender charge".
Determination of whether an Exchange Contract is a "two tier" annuity qualifying
for  Exchange  Credits  is in our  sole  discretion.  A  "two-tier"  annuity  is
generally credited higher interest rates if there are no or limited  withdrawals
before  annuitization,  and a lower interest rate would apply upon surrender and
most withdrawals.

Exchange  Credits are not  included  in any  amounts  returned to you during the
"free-look" period described below.

This Exchange Program is subject to the following rules:

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

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

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

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

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

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

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

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

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

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

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

         (4) The value of the Exchange  Credits as of the date of the allocation
to the investment  options equals the lesser of the Exchange Credit Limit or the
surrender  charge you paid to  surrender  the  Exchange  Contract.  The Exchange
Credit Limit is a  percentage  of the net amount  payable upon  surrender of the
Exchange  Contract.  The Exchange  Credit  Limit  depends on: (a) the age of the
oldest of any Owner, if the Owner is a person, or the Annuitant, if the Owner is
an entity, on the date we receive the applicable Purchase Payment at our Office;
and (b) the  amount of  proceeds  we  receive  upon  surrender  of the  Exchange
Contract ("Exchange Proceeds"). The current limits are as follows:

<TABLE>
<CAPTION>
Age of the oldest of any Owner or the
   Annuitant when we receive the                              Exchange                                  Exchange Credit Limit
applicable Purchase Payment at our Office                     Proceeds                                    for all other uses

         <S>                                              <C>                                                    <C>
         Under 75                                         $10,000 or more                                        5.50%
         Under 75                                         $5,000 to $9,999.99                                    2.70%
         Under 75                                         Under $5,000                                           1.80%
         75 or over                                       Under $5,000                                           0.00%
         75 or over                                       $5,000 to $9,999.99                                    0.00%
         75 or over                                       $10,000 or more                                        2.75%
</TABLE>

The Exchange Credit Limit is not based on any other Purchase Payment. We reserve
the right at any time and from time to time to increase or decrease the Exchange
Credit  Limit.  However,  the  Exchange  Credit Limit in effect at any time will
apply  to all  purchases  qualifying  for the  Exchange  Program.  Further,  any
Additional  Amounts  described  under  "Breakpoints"  combined with any Exchange
Credit due may not exceed the Exchange Credit Limit (see "Breakpoints").

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

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

         Auto Saver:  You may make Purchase  Payments to your Annuity using Auto
Saver, but only for allocations to variable  investment  options.  However,  you
must pay at least one prior Purchase  Payment by check or wire transfer.  We may
accept an initial  Purchase  Payment  lower than our standard  minimum  Purchase
Payment  requirement of $10,000 if you also furnish Auto Saver 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 may accept an initial  Purchase  Payment lower than
our standard minimum Purchase Payment  requirement of $2,000 if you also furnish
Auto Saver  instructions  that provide  amounts that will meet a $2,000  minimum
Purchase  Payment  requirement  to be  paid  within  12  months.  We may  accept
additional  Purchase Payments in an amount lower than $100, if accompanied by an
Auto Saver  authorization  form allowing monthly  Purchase  Payments of at least
$50.

         Periodic  Purchase   Payments:   We  may,  from   time-to-time,   offer
opportunities  to make  Purchase  Payments  automatically  on a periodic  basis,
subject to our rules. These  opportunities may include,  but are not limited to,
certain salary  reduction  programs  agreed to by an employer or other automatic
periodic  transfers to us. 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 amount 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.

         Right to Return the  Annuity:  You have the right to return the Annuity
within a  specified  period  known as a  "free-look"  period.  Depending  on the
applicable legal and regulatory requirements, this period may be within ten days
of receipt,  twenty-one  days of receipt or longer.  To  exercise  your right to
return the Annuity during the "free-look"  period,  you must return the Annuity.
The amount to be refunded is the then current  Account Value 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"). For Annuities subject to California
law,  owners who are age 60 or older (or annuitants if the annuity is owned by a
non-natural  person) may return the Annuity  within thirty days of receipt.  The
amount refunded is the standard refund.  We tell you how we determine the amount
payable  under  any  such  right at the time we  issue  your  Annuity.  Upon the
termination of the "free-look" period, if you surrender your Annuity, you may be
assessed  certain  charges  (see  "Charges  Assessed or  Assessable  Against the
Annuity").

         Allocation of Net Purchase  Payments:  All  allocations of Net Purchase
Payments  are  subject  to  our  allocation  rules  (see  "Allocation   Rules").
Allocation of the portion of the initial  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 WF Money Market Sub-account;  and (b) at
the end of such "free-look" period we reallocate Account Value according to your
then most recent allocation instructions to us, subject to our allocation rules.
However, where permitted by law in such jurisdictions, we will allocate such Net
Purchase  Payments  according  to  your  instructions,   without  any  temporary
allocation  to the WF Money Market  Sub-account,  if you execute a return waiver
("Return  Waiver").  Under the Return Waiver, you waive your right to the return
of the greater of the "standard  refund" or the Purchase  Payments received less
any withdrawals.  Instead,  you only are entitled to the return of the "standard
refund" (see "Right to Return the Annuity").

Your  initial  Purchase  Payment,  as well as other  Purchase  Payments  will be
allocated in accordance with the then current  requirements of any  rebalancing,
asset  allocation  or market timing  program  which you have  authorized or have
authorized an  independent  third party to use in  connection  with your Annuity
(see "Allocation  Rules").  You must provide us with allocation  instructions In
Writing if you wish to change your current  allocations  when making  subsequent
Purchase Payments.

         Balanced  Investment Program: We offer a balanced investment program in
relation to your Purchase Payment if Fixed  Allocations are available under your
Annuity.  If you choose this  program,  we commit a portion of your 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
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 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 offer to do so at
our sole  discretion.  Such an offer is subject to our rules,  including but not
limited to, a change to the MVA formula.  For more information,  see "Additional
Amounts in the Fixed Allocations".

         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 (if the Annuity is
issued as a certificate  representing interest in a group annuity contract,  the
designation  will be for a participant),  a contingent  Owner,  an Annuitant,  a
Contingent  Annuitant,  a  Beneficiary,  and a contingent  Beneficiary.  Certain
designations  are  required,  as  indicated  below.  Such  designations  will be
revocable  unless you indicate  otherwise or we endorse your Annuity to indicate
that such  designation is  irrevocable  to meet certain  regulatory or statutory
requirements.  Changing  the Owner or  Annuitant  designations  may  affect  the
minimum death benefit (see " Death Benefits").

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

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

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

You must name an Annuitant.  We do not accept a designation of joint Annuitants.
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
qualifies for preferred  treatment  under certain  sections of the Code, such as
Section  401 (a  "non-qualified"  trust).  In  general,  the Code is designed to
prevent the benefit of tax deferral from  continuing for long periods of time on
an  indefinite  basis.  Continuing  the benefit of tax deferral by naming one or
more Contingent  Annuitants  when the Annuity is owned by a non-qualified  trust
might be deemed an attempt to extend the tax deferral for an indefinite  period.
Therefore,  adverse tax treatment  may depend on the terms of the trust,  who is
named  as  Contingent   Annuitant,   as  well  as  the   particular   facts  and
circumstances.  You should  consult your tax advisor  before naming a Contingent
Annuitant if you expect to use an Annuity in such a fashion.

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

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

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

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

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

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

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

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

                                     where:

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

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

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

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

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date,  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.  There would be a
downward  adjustment  when the  applicable  Current  Rate plus 0.10  percent  of
interest  exceeds  the rate  credited  to the  Fixed  Allocation  and an  upward
adjustment  when the  applicable  Current  Rate is more  than  0.10  percent  of
interest  lower than the rate being  credited to the Fixed  Allocation.  See the
Statement of Additional Information for an illustration of how the MVA works.

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

         Additional Amounts in the Fixed Allocations: To the extent permitted by
law, we reserve the right,  from time to time, to 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.  7 or 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 an increase to any applicable  "adjustment  amount" in the
MVA formula,  which  otherwise is 0.0010,  to 0.0020 (see "Account  Value of the
Fixed  Allocations").  This change would only apply to a transfer,  surrender or
withdrawal  from the  applicable  Fixed  Allocation,  but not to any payments of
death benefit proceeds or a medically-related  surrender (see "Medically-Related
Surrender"). This change could reduce your Account Value.

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

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

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

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

RIGHTS, BENEFITS AND SERVICES: The Annuity provides various rights, benefits and
services  subsequent  to its  issuance  and your  decision to keep it beyond the
free-look  period. A number of these rights,  benefits and services,  as well as
some of the rules and conditions to which they are subject, are described below.
These rights,  benefits and services include, but are not limited to: (a) making
additional  Purchase  Payments;   (b)  changing  revocable   designations;   (c)
transferring  Account Values between investment options;  (d) receiving lump sum
payments, Systematic Withdrawals or Minimum Distributions,  annuity payments and
death  benefits;  (e)  transferring  or assigning  your Annuity;  (f) exercising
certain  voting rights in relation to the  underlying  mutual funds in which the
Sub-accounts  invest;  and (g) receiving  reports.  These  rights,  benefits and
services may be limited,  eliminated  or altered when an Annuity is purchased in
conjunction  with a  qualified  plan.  We may  require  presentation  of  proper
identification, including a personal identification number ("PIN") issued by us,
prior to accepting any  instruction by telephone or other  electronic  means. To
the extent permitted by law or regulation,  neither we or any person  authorized
by us  will  be  responsible  for any  claim,  loss,  liability  or  expense  in
connection  with a telephonic or electronic  transfer if we or such other person
acted  on  such  transfer  instructions  in  good  faith  in  reliance  on  your
authorization  of  telephone  and/or  electronic  transfers  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 an Auto Saver program (see "Auto  Saver"),  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   written   allocation   instructions.   Should  no  written
instructions be received with an additional  Purchase  Payment,  we shall return
your additional Purchase Payment.

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

         Allocation  Rules:  As of the  date  of  this  Prospectus,  during  the
accumulation phase, you may maintain Account Value in multiple  Sub-accounts and
an unlimited  number of Fixed  Allocations.  We reserve the right, to the extent
permitted  by law,  to limit the  number of  Sub-accounts  or the amount you may
allocate to any Fixed Allocation.  As of the date of this Prospectus, we limited
the number of Sub-accounts  available at any one time to ten. 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  rebalancing  services (see  "Rebalancing");  (b)
authorize an  independent  third party to transact  transfers on your behalf and
such third party  arranges for  rebalancing of any portion of your Account Value
in  accordance  with  any  asset  allocation  strategy;   or  (c)  authorize  an
independent third party to transact transfers in accordance with a market timing
strategy;  then all Purchase  Payments,  including the initial Purchase Payment,
received while your Annuity is subject to such an  arrangement  are allocated to
the  same  investment  options  and in the  same  proportions  as then  required
pursuant  to the  applicable  rebalancing,  asset  allocation  or market  timing
program,  unless  we  have  received  alternate  instructions.  Such  allocation
requirements  terminate  simultaneous to the termination of an authorization for
rebalancing or any authorization to a third party to transact  transfers on your
behalf. Upon termination of any of the above  arrangements,  you must provide us
with allocation instructions In Writing for all subsequent Purchase Payments.

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
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 any  rebalancing,
market  timing,  asset  allocation  or similar  program  which you employ or you
authorize  to be  employed on your  behalf.  Transfers  transacted  as part of a
dollar cost averaging  program are not counted in determining the  applicability
of the  transfer  fee.  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 or through means such as electronic mail with appropriate authorization.

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
fund portfolios;  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 an  affected  underlying  mutual fund
portfolio or portfolios.

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

In order to help you determine  whether you wish to transfer Account Values to a
Fixed  Allocation,  you may obtain our Current Rates by writing us or calling us
at 1-800-680-8920 or contact our customer service  department  electronically at
[email protected].  When  calling  us by phone,  please  have  readily
available  your  Annuity  number  and  your  PIN  number.   When  contacting  us
electronically,  please  provide  your PIN number,  social  security or tax I.D.
number and the Annuity contract number.

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

We or an affiliate of ours may provide  administrative or other support services
to independent  third parties you authorize to conduct  transfers on your behalf
or  who  provide  recommendations  as to  how  your  Account  Values  should  be
allocated.  This includes,  but is not limited to,  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 make 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 of the first  transfer  under a dollar  cost
averaging  program.  Transfers  under a dollar  cost  averaging  program are not
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 market timing or
asset allocation type of program is used in connection with your Annuity.

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

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

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

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

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

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

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

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

         Distributions:  Distributions  available  from your Annuity  during the
accumulation  phase  include  surrender,   medically-related   surrender,   free
withdrawals,  partial withdrawals,  Systematic  Withdrawals,  (including 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.
Distributions  from your Annuity of any amounts  derived from Purchase  Payments
paid by personal  check may be delayed  until such time as the check has cleared
the applicable financial institution upon which such check was drawn.

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

                  Medically-Related  Surrender:  Where permitted by law, you may
apply to surrender your Annuity prior to the Annuity Date without application of
any contingent deferred sales charge, upon occurrence of a "Contingency  Event".
This waiver of any applicable contingent deferred sales charge is subject to our
rules,  including but not limited to the  following:  (a) the Annuitant  must be
alive as of the date we pay the proceeds of such surrender  request;  (b) if the
Owner is one or more natural persons, all such Owners must also be alive at such
time; (c) we must receive  satisfactory proof of the Annuitant's  confinement or
Fatal  Illness In Writing;  and (d) 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"  after the date as of
which such person was designated as the Annuitant  remains confined for at least
90 days in a row; or

         (2) First diagnosed as having a "Fatal Illness".

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.

Specific details and definitions of terms in relation to this benefit may differ
in certain jurisdictions.

                  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").

The minimum amount  available as a free withdrawal is $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.

There is a cumulative  maximum free withdrawal amount which is determined in the
following  manner.  The maximum free withdrawal  amount is the lesser of (a) and
(b) where (a) is the  contract's  Account  Value less any  remaining  contingent
deferred  sales  charge  and (b) is the  greater of (1) and (2) where (1) is the
contract's  "growth" plus  "unliquidated"  "old" Purchase Payments and (2) is an
amount  which is 10% of the first  Purchase  Payment and is  increased by 10% of
each  subsequent  Purchase  Payment  when  it is  received  and  by  10%  of all
"unliquidated" Purchase Payments on the first day of each Annuity Year after the
first,  and is  reduced  by all  amounts  received  under  this Free  Withdrawal
provision.   "Growth"   equals  the  then   current   Account   Value  less  all
"unliquidated"  Purchase Payments and less the value at the time credited of any
Exchange   Credits  or  Additional   Amounts  (see   "Exchange   Contracts"  and
"Breakpoints").  In order to determine  future  increases in the free withdrawal
amount,  amounts are deemed to be  withdrawn  first from  "growth" and then from
"unliquidated"  "old"  Purchase  Payments.  "Unliquidated"  means not previously
surrendered  or  withdrawn.   "Old"  Purchase  Payments  are  Purchase  Payments
allocated  to  Account  Value  more  than  seven  years  prior  to  the  partial
withdrawal.  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  amount 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
under this  provision,  we reserve the right to treat your  request as one for a
full surrender.

Amounts  withdrawn  that are not in excess  of the free  withdrawal  amount  are
deemed to come first from "growth" and then from  "unliquidated"  "old" Purchase
Payments.  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.  "New" Purchase
Payments are those received in the seven (7) years prior to the date as of which
a free  withdrawal  occurs.  For  the  purpose  of  determining  the  applicable
contingent  deferred  sales  charge to be  assessed,  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.  Generally,
Systematic  Withdrawals  from Fixed  Allocations are limited to earnings accrued
after the program of Systematic  Withdrawals begins, or payments of fixed dollar
amounts that do not exceed such  earnings.  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 concurrently 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:  Minimum  Distributions are a specific
type of Systematic Withdrawal program.  Minimum Distributions are subject to all
the rules applicable to Systematic  Withdrawals unless we specifically  indicate
that one or more of such rules do not apply.  In addition,  certain  rules apply
only to 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. Requests to
calculate a Minimum Distribution amount must be made three (3) days prior to the
date  that  your  Minimum   Distribution  payment  is  processed  to  allow  for
calculation  and  processing of the required  amount.  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  concurrently  available with any other programs of Systematic  Withdrawals.
You may  elect  to have  Minimum  Distributions  paid  out  monthly,  quarterly,
semi-annually or annually.  The $100 minimum for Systematic Withdrawals does not
apply to Minimum Distributions.

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"). "). Minimum Distributions from Fixed Allocations are not subject to
the  limitation  on Systematic  Withdrawals  that limits a program of Systematic
Withdrawals  from Fixed  Allocations  only to  earnings  accrued  after  program
inception.

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

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

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

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

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

         (1) If death occurs prior to the  decedent's  age 85: the death benefit
is the greater of your Account Value in  Sub-accounts  plus the Interim Value of
any Fixed Allocations,  and the minimum death benefit ("Minimum Death Benefit").
The Minimum  Death  Benefit is the sum of all Purchase  Payments less the sum of
all withdrawals.

         (2) If death  occurs when the  decedent  is age 85 or older:  the death
benefit is your Account Value.

         (3) If a decedent  was not named an Owner or  Annuitant as of the Issue
Date and did not  become  such as a result  of a prior  Owner's  or  Annuitant's
death:  the Minimum  Death Benefit is suspended as to that person for a two year
period  from the date he or she  first  became  an Owner or  Annuitant.  If that
person's  death  occurs  during the  suspension  period and prior to age 85, the
death  benefit is your Account Value in  Sub-accounts  plus the Interim Value of
any Fixed  Allocations.  If death occurs during the suspension  period when such
decedent is age 85 or older, the death benefit is your Account Value.  After the
suspension period is completed,  the death benefit is the same as if such person
had been an Owner or Annuitant on the Issue Date.

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

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

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

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

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

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

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

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

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

You may elect to have any amount of the proceeds due to the Beneficiary  applied
under any of the options  described below, but only to the extent selecting such
an option  does not alter the tax status of the  Annuity.  Except  where a lower
amount is required by law, the minimum monthly annuity payment is $50.

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

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

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

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

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

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

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

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

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

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

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

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

         (2) We price  "unscheduled"  transfers,  partial  withdrawals  and free
withdrawals  as of the  date we  receive  at our  Office  the  request  for such
transactions.   "Unscheduled"  transfers  include  any  transfers  processed  in
conjunction  with  any  market  timing  program,  or  transfers  not  previously
scheduled with us at our Office pursuant to any rebalancing, asset allocation or
similar program which you employ or you authorize to be employed on your behalf.
"Unscheduled"   transfers  received  pursuant  to  an  authorization  to  accept
transfers,  using voice or data transmission 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 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  (but not pricing) is subject to our right to defer
transactions for a limited period (see "Deferral of Transactions").

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

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

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

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

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

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

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

         Reports  to You:  We mail to Owners,  at their  last  known  address of
record,  any  statements  and reports  required by applicable law or regulation.
Owners should  therefore give us prompt notice of any address change.  We send a
confirmation  statement  to Owners  each time a  transaction  is made  affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or  withdrawals.  Quarterly  statements  are also mailed  detailing the activity
affecting your Annuity during the calendar quarter.  You may request  additional
reports.  We  reserve  the right to  charge  up to $50 for each such  additional
report.  Instead of immediately  confirming  transactions  made pursuant to some
type of periodic transfer program (such as a dollar cost averaging program) or a
periodic Purchase Payment program,  such as a salary reduction  arrangement,  we
may confirm such  transactions  in quarterly  statements.  You should review the
information in these  statements  carefully.  All errors or corrections  must be
reported  to us at our  Office as soon as  possible  and no later  than the date
below to assure proper accounting to your Annuity. For transactions for which we
immediately send  confirmations,  we assume all transactions are accurate unless
you  notify  us  otherwise  within  10  days  from  the  date  you  receive  the
confirmation.  For  transactions  that  are  only  confirmed  on  the  quarterly
statement,  we assume all  transactions are accurate unless you notify us within
10 days from the date you  receive the  quarterly  statement.  All  transactions
confirmed  immediately or by quarterly statement are deemed conclusive after the
applicable 10 day period.  We may also send 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."), a
wholly-owned subsidiary of American Skandia Investment Holding Corporation, acts
as the principal  underwriter of the Annuities.  ASM, Inc.'s principal  business
address is One  Corporate  Drive,  Shelton,  Connecticut  06484.  ASM, Inc. is a
member of the National Association of Securities Dealers, Inc. ("NASD").

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

         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 fund portfolios
and upon prevailing  market conditions and the response of the underlying mutual
fund  portfolios  to such  conditions.  Actual  performance  will also depend on
changes in the expenses of the underlying  mutual fund portfolios.  Such changes
are  reflected,  in turn, in the  Sub-accounts  which invest in such  underlying
mutual fund 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
and/or the Annual Maintenance Fee.

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,  Morningstar  Mutual  Fund
Sourcebook and the Morningstar Variable Annuity/Life Sourcebook.

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

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

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

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

Amounts  received  under a contract on its complete  surrender,  redemption,  or
maturity are  includible in gross income to the extent that they exceed the cost
of the contract,  i.e.,  they exceed the total  premiums or other  consideration
paid for the contract  minus amounts  received  under the contract that were not
reportable as gross income.

                  Loans,  Assignments and Pledges:  Any amount received directly
or indirectly as a loan from, or any  assignment or pledge of any portion of the
value of an  annuity  before  annuity  payments  have  begun  are  treated  as a
distribution  subject to taxation under the distribution  rules set forth above.
Any gain in an  annuity  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.

                  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 income
tax purposes as a distribution.

                  Penalty on Distributions:  Subject to certain exceptions,  any
distribution  from an annuity not used in conjunction  with  qualified  plans 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 received
as an annuity on or after the  annuity  start  date 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.

                  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.

                  Estate  and  Gift  Tax   Considerations:   You  should  obtain
competent  tax  advice  with  respect  to  possible  federal  and state gift tax
consequences flowing from the ownership and transfer of annuities.

                  Generation-Skipping  Transfers:  Under the Code certain  taxes
may be due when all or part of an annuity is  transferred  to or a death benefit
is paid to an  individual  two or more  generations  younger  than the  contract
holder.  These 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  savings  incentive  match plans for employees
using the employees' IRAs. These arrangements are known as Simple-IRAs. Employer
contributions  that may be made to Simple-IRAs  are larger than the amounts that
may be contributed to other IRAs, and may be deductible to the employer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THE COMPANY:  American  Skandia Life  Assurance  Corporation  (ASLAC) 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
(ASIHC),  whose  ultimate  parent is Skandia  Insurance  Company Ltd., a Swedish
company.  The Company  markets  its  products to  broker-dealers  and  financial
planners  through an internal field marketing  staff.  In addition,  the Company
markets  through and in conjunction  with financial  institutions  such as banks
that are permitted directly, or through affiliates, to sell annuities.


During  1995,  Skandia  Vida,  S.A. de C.V.  was formed by the  ultimate  parent
Skandia Insurance Company Ltd. The Company owns 99.9% ownership in Skandia Vida,
S.A. de C.V. which is a life insurance company domiciled in Mexico. This Mexican
life  insurer  is a start up company  with  expectations  of  selling  long term
savings products within Mexico.  The Company's  investment in Skandia Vida, S.A.
de C.V. is $1,398,285 at December 31,1996.

         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.

         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 years
ended December 31, 1996,  1995,  1994,  1993 and 1992 has not been audited.  The
selected financial data has been derived from the full financial  statements for
the years  ended  December  31,  1996,  1995,  1994,  1993 and 1992  which  were
presented in conformity with generally accepted accounting  principles and which
were audited by Deloitte & Touche LLP, independent auditors, whose report on the
Company's  consolidated  financial  statements as of December 31, 1996 and 1995,
and for the three  years in the period  ended  December  31,  1996,  is included
herein.

<TABLE>
<CAPTION>
                                                                               FOR THE YEAR ENDED DECEMBER 31,
                                                 1996             1995           1994            1993           1992
                                                 ----             ----           ----            ----           ----
               Income Statement Data:
               Revenues:
               <S>                                            <C>            <C>              <C>            <C>         
               Annuity charges and fees*  $  69,779,522 $     38,837,358 $   24,779,785   $   11,752,984 $   4,846,134
               Fee income                    16,419,690        6,205,719      2,111,801          938,336       125,179
               Net investment income          1,585,819        1,600,674      1,300,217          692,758       892,053
               Annuity premium income           125,000                0         70,000          101,643     1,304,629
               Net realized capital
                gains/(losses)                  134,463           36,774         (1,942)         330,024       195,848
               Other income                      34,154           64,882         24,550            1,269        15,119
                                    ---------------------------------------- ------------------ -----------------------
               Total revenues          $     88,078,648 $     46,745,407 $   28,284,411   $   13,817,014 $   7,378,962
                                       ================ ================ ==============   ============== =============
               Benefits and Expenses:
               Annuity benefits                 613,594          555,421        369,652         383,515        276,997
               Increase/(decrease) in annuity
                 policy reserves                634,540       (6,778,756)     5,766,003       1,208,454      1,331,278
               Cost of minimum death benefit
                 reinsurance                  2,866,835        2,056,606              0               0              0
               Return credited
                 to contractowners              672,635       10,612,858       (516,730)        252,132        560,243
               Underwriting, acquisition and
                 other insurance expenses    49,915,661       35,970,524     18,942,720       9,547,951     11,338,765
               Interest expense              10,790,716        6,499,414      3,615,845         187,156              0
                                       ----------------------------------- ----------------- ----------------- ---------
               Total benefits and expenses$  65,493,981 $     48,916,067  $  28,177,490  $   11,579,208 $   13,507,283
                                          ================================  =============== ============== =============
               Income tax (benefit) expense$ (4,038,357)$        397,360  $     247,429  $      182,965 $            0
                                           =================================== ================= ========================

               Net income (loss)        $    26,623,024 $     (2,568,020) $    (140,508) $    2,054,841 $    (6,128,321)
                                        ================================= ================= =============================
               Balance Sheet Data:
               Total Assets             $ 8,334,662,876 $  5,021,012,890 $2,864,416,329  $1,558,548,537 $   552,345,206
                                          ==============  ============== ==============   ==============  ===============
               Future fees payable
                 to parent              $    47,111,936 $              0 $            0  $            0 $             0
                                        =============== ================ =============== =============== ===============
              
               Surplus Notes             $   213,000,000 $   103,000,000 $   69,000,000  $   20,000,000 $             0
                                         =============== =============== ================ ==============================
               Shareholder's  Equity     $   126,345,031 $    59,713,000 $     52,205,524 $  52,387,687  $   46,332,846
                                         =============== =============== ================ ================= ===========
</TABLE>




*On   annuity   sales   of   $2,795,114,000,   $1,628,486,000,   $1,372,874,000,
$890,640,000  and  $287,596,000  during the years ended December 31, 1996, 1995,
1994, 1993, and 1992,  respectively,  with contractowner assets under management
of   $7,764,891,000,    $4,704,044,000,   $2,661,161,000,   $1,437,554,000   and
$495,176,000 as of December 31, 1996, 1995, 1994, 1993 and 1992, respectively.

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

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

         Results  of  Operations:  The  Company's  long term  business  plan was
developed  reflecting  the current sales and marketing  approach.  Annuity sales
increased  72%, 19% and 54% in 1996,  1995 and 1994,  respectively.  The Company
continues to show significant  growth in sales volume and increased market share
within the  variable  annuity  industry.  This growth is a result of  innovative
product development activities, expansion of distribution channels and a focused
effort on customer orientation.

The  Company  primarily  offers  and sells a wide  range of  deferred  annuities
through  three  focused  marketing,  sales  and  service  teams,  each of  which
specializes in addressing one of the Company's  primary  distribution  channels:
(a) financial planning firms; (b)  broker-dealers  that generally are members of
the New York Stock Exchange,  including  "wirehouse" and regional  broker-dealer
firms;  and (c)  broker-dealers  affiliated  with banks or which  specialize  in
marketing to customers of banks.  Starting in 1994,  the Company  expanded these
teams,  adding more field  marketing and internal sales support  personnel.  The
Company  also offers a number of  specialized  products  distributed  by select,
large  distributors.  In 1995 and 1996 the  Company  restructured  its  internal
support operations to support the specialized marketing, sales and service needs
of  the  primary  distribution  channels  and  of  the  select  distributors  of
specialized  products.  There has been continued growth and success in expanding
the number of selling agreements in the primary distribution channels. There has
also been increased success in enhancing the  relationships  with the registered
representative/insurance agents of all the selling firms.

Total assets grew 66%, 75% and 84% in 1996, 1995 and 1994,  respectively.  These
increases  were a direct  result  of the  substantial  sales  volume  increasing
separate account assets and deferred  acquisition  costs.  Liabilities grew 65%,
76%, and 87% in 1996, 1995 and 1994,  respectively,  as a result of the reserves
required for the increased sales activity along with borrowing during 1996, 1995
and 1994. The borrowing is needed to fund the acquisition costs of the Company's
variable annuity business.

The Company experienced a net gain after tax in 1996 and a net loss after tax in
1995 and 1994. The 1996 result was related to the strong sales volume, favorable
market  climate,  expense  savings  relative to sales volume and  recognition of
certain tax benefits.

The 1995  result  was  related to higher  than  anticipated  expense  levels and
additional  reserving  requirements on our market value adjusted annuities.  The
increase  in  expenses  was  primarily  attributable  to  improving  our service
infrastructure  and marketing  related costs,  which was in part responsible for
this strong sales and financial performance in 1996.

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

Increasing  volume of annuity sales  results in higher assets under  management.
The fees realized on assets under  management  have resulted in annuity  charges
and fees increasing 80%, 57% and 111% in 1996, 1995 and 1994, respectively.

Net investment income decreased 1% in 1996 and increased 23% and 88% in 1995 and
1994  respectively.  The level net investment  income in 1996 is a result of the
consistent investment holdings throughout most of the year. The increase in 1995
and 1994 was a result of a higher  average level of Company bonds and short-term
investments.

Fee  income  has  increased  165%,  194%  and  125%  in  1996,  1995  and  1994,
respectively, as a result of income from transfer agency type activities.

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

Increase/(decrease) in annuity policy reserves represents change in reserves for
the immediate annuity with life contingencies, supplementary contracts with life
contingencies and minimum death benefit. During 1995 the Company entered into an
agreement to reinsure the guaranteed  minimum death benefit  exposure on most of
the variable annuity contracts. The costs associated with reinsuring the minimum
death  benefit  reserve  approximates  the change in the minimum  death  benefit
reserve  during  1996 and  1995,  thereby  having no  significant  effect on the
statement of operations.  The significant increase in 1994 reflects the required
increase in the minimum death  benefit  reserve on variable  annuity  contracts.
This  increase  covers the  escalating  death  benefit  in one of the  Company's
products which was further enhanced as a result of poor market  conditions which
resulted in lower returns in performance  of the underlying  mutual funds within
the variable annuity contract.

Return credited to contractowners represents revenues on the variable and market
value adjusted  annuities  offset by the benefit payments and change in reserves
required on this business.  Also included are the benefit payments and change in
reserves on immediate annuity contracts without significant mortality risks. The
1996 return credited to contractowners in the amount of $0.7 million  represents
a favorable investment return on the market value adjusted contracts relating to
the  benefits  and  required  reserves,  offset  by the  effect  of bond  market
fluctuations  on  December  31,  1996 in the amount of $1.8  million.  While the
assets  relating  to the market  value  adjusted  contracts  reflect  the market
interest rate fluctuations  which occurred on December 31, 1996, the liabilities
are based on the interest rates set for new contracts  which are generally based
on the prior  day's  interest  rates.  During  the first  week of  January  1997
interest  rates  were  established  for  new  contracts,  thereby  bringing  the
liabilities  relating to the market  value  adjusted  contracts in line with the
related assets.

In 1995, the Company earned a lower than anticipated separate account investment
return on the market  value  adjusted  contracts  in support of the benefits and
required  reserves.  In  addition,  the 1995 result  includes an increase in the
required reserves  associated with this product.  The result for 1994 was better
than anticipated due to separate account  investment  return on the market value
adjusted contracts being in excess of the benefits and required reserves.

Underwriting,  acquisition and other  insurance  expenses for 1996 is made up of
$133.9 million of commissions  and $19.8 million of general  expenses  offset by
the net  capitalization  of deferred  acquisition costs totaling $153.9 million.
This compares to the same period last year of $62.8 million of  commissions  and
$42.2 million of general expenses offset by the net  capitalization  of deferred
acquisition costs totaling $69.2 million.

Underwriting,  acquisition and other insurance  expenses in 1994 were made up of
$46.2 million of commissions and $26.2 million of general expenses offset by the
net capitalization of deferred acquisition costs totaling $53.7 million.

Interest expense increased $4.3 million,  $2.9 million and $3.4 million in 1996,
1995 and 1994, respectively, as a result of Surplus Notes totaling $213 million,
$103 million and $69 million, at December 31, 1996, 1995 and 1994, respectively.

Income tax  reflected a benefit of  $4,038,357  for the year ended  December 31,
1996,  compared  with  expense of  $397,360  and  $247,429  for the years  ended
December  31,  1995 and 1994,  respectively.  The 1996  benefit  is  related  to
management's  release of the deferred  tax  valuation  allowance  of  $9,324,853
established at December 31, 1995.  Management believes that based on the taxable
income  produced  in the  current  year  and the  continued  growth  in  annuity
products,  the Company will produce  sufficient  taxable income in the future to
realize its  deferred  tax assets.  Income tax expense in 1995 and 1994  relates
principally  to increases in the deferred tax valuation  allowance of $1,680,339
and $365,288 for the years ended  December 31, 1995 and 1994,  respectively,  as
well as the Company being in an Alternative Minimum Tax position for both years.

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

As previously  stated, the Company had significant growth during 1996. The sales
volume of $2.795 billion was primarily  (approximately  96%) variable  annuities
which carry a contingent  deferred  sales charge.  This type of product causes a
temporary  cash  strain in that 100% of the  proceeds  are  invested in separate
accounts  supporting the product  leaving a cash (but not capital) strain caused
by the  acquisition  cost for the new  business.  This cash strain  required the
Company to look beyond the insurance  operations and investments of the Company.
During 1996, the Company  borrowed an additional $110 million from its parent in
the form of Surplus Notes and extended its  reinsurance  agreements  (which were
initiated  in 1993,  1994 and 1995).  The  reinsurance  agreements  are modified
coinsurance  arrangements  where the  reinsurer  shares in the  experience  of a
specific book of business.  The income and expense items presented above are net
of reinsurance.

In  addition,  on December  17, 1996 the company  sold to its Parent,  effective
September 1, 1996, certain rights to receive future fees and charges expected to
be realized on the variable  portion of a designated  block of deferred  annuity
contracts  issued  during the period  January 1, 1994 through June 30, 1996.  In
connection with this transaction the Parent issued  collateralized notes through
a trust in a private placement which are secured by the rights to receive future
fees and charges purchased from the Company.

Under the terms of the  Purchase  Agreement,  the rights  sold  provide  for the
Parent to receive 80% of future  mortality  and expense  charges and  contingent
deferred  sales  charges,  after  reinsurance,  expected to be realized over the
remaining surrender charge period of the designated  contracts  (generally,  6.5
years).  The company  did not sell the right to receive  future fees and charges
after the expiration of the surrender charge period.

The  proceeds  from the sale have been  recorded  as a  liability  and are being
amortized over the remaining surrender charge period of the designated contracts
using the interest method. The present value at September 1, 1996 (discounted at
7.5%) of future  fees and charges  expected  to be  realized  on the  designated
contracts was $50,221,438.

The Company  expects to use  borrowing,  reinsurance  and the sale of future fee
revenues to fund the cash strain  anticipated from the acquisition  costs on the
coming years' sales volume.

The tremendous growth of this young organization has depended on capital support
from its parent. On December 19, 1996, the company received $39 million from its
parent to support the capital needs of its anticipated 1997 growth in business.

As of  December  31,  1996 and  December  31,  1995,  shareholder's  equity  was
$126,345,031 and $59,713,000 respectively,  which includes the carrying value of
state   insurance   licenses  in  the  amount  of  $4,712,500  and   $4,862,500,
respectively.

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

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

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

The Company  reinsures  certain  mortality  risks.  These risks  result from the
guaranteed minimum death benefit feature in the variable annuity products.

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

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

         Future Fees Payable to Parent: On December 17, 1996 the Company sold to
its Parent,  effective  September 1, 1996, certain rights to receive future fees
and charges  expected to be realized  on the  variable  portion of a  designated
block of deferred  annuity  contracts  issued during the period  January 1, 1994
through June 30, 1996. In connection  with this  transaction,  the Parent issued
collateralized  notes in a private  placement which are secured by the rights to
receive future fees and charges purchased from the Company.

Under the terms of the  Purchase  Agreement,  the rights  sold  provide  for the
Parent to receive 80% of future  mortality  and expense  charges and  contingent
deferred  sales  charges,  after  reinsurance,  expected to be realized over the
remaining surrender charge period of the designated  contracts  (generally,  6.5
years).  The Company  did not sell the right to receive  future fees and charges
after the expiration of the surrender charge period.

The  proceeds  from the sale have been  recorded  as a  liability  and are being
amortized over the remaining surrender charge period of the designated contracts
using the interest method. The present value at September 1, 1996 (discounted at
7.5%),  of future  fees and charges  expected  to be realized on the  designated
contracts  was  $50,221,438.  Payments  representing  fees and charges  realized
during the period  September 1, 1996 through  December 31, 1996 in the aggregate
amount of $3,109,502,  were made by the Company to the Parent.  Interest expense
of $42,260 has been included in the statement of operations.

         Surplus  Notes:  The Company has issued  surplus notes to its Parent in
exchange for cash.  Surplus  notes  outstanding  as of December 31, 1996 were as
follows:

              Issue 
                                                                  Interest
                                                Amount
              Date                                                 Rate

             December 29, 1993               $  20,000,000         6.84%
             February 18, 1994                  10,000,000         7.28%
             March 28, 1994                     10,000,000         7.90%
             September 30, 1994                 15,000,000         9.13%
             December 28, 1994                  14,000,000         9.78%
             December 19, 1995                  10,000,000         7.52%
             December 20, 1995                  15,000,000         7.49%
             December 22, 1995                   9,000,000         7.47%
             June 28, 1996                      40,000,000         8.41%
             December 30, 1996                  70,000,000         8.03%
                                          ----  ----------

             Total                            $213,000,000

Payment of interest and  repayment  of  principal  for these notes is subject to
certain  conditions and requires  approval by the Insurance  Commissioner of the
State of Connecticut.

Interest expense on surplus notes was $10,087,347, $5,789,893 and $3,016,905 for
the  years  ended  December  31,  1996,  1995 and 1994,  respectively.  Interest
approved and paid during 1996 was $6,438,867.  Interest  accrued at December 31,
1996 amounted to $3,648,480,  of which  $2,080,680 has been approved and paid in
1997. The remaining  $1,567,800 was not approved for payment.  The 1995 and 1994
amounts were approved at December 31, 1995 with  stipulation that they be funded
through a capital contribution from the parent.

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

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

         Employees:  As of  December  31,  1996,  we  had  310  direct  salaried
employees.  An affiliate,  American Skandia Information  Services and Technology
Corporation,  which provides  services  almost  exclusively to us, had 54 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.




<TABLE>
<CAPTION>
Executive Officers and Directors:

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

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

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

Nancy F. Brunetti                                             Senior Vice President,                Senior Vice President, Customer
35                                                            Customer Service and                  Service and Business Operations:
                                                              Business Operations                              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,
41                                                                                                           Assurance and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

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

Cindy C. Ciccarello                                           Vice President,                                        Vice President,
38                                                            Customer Service                                     Customer Service:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Ciccarello joined us in 1997. She previously held the position of Assistant
Vice  President  at Phoenix  Duff & Phelps  from 1996 to 1997 and  positions  of
Director and Operations Manager at Phoenix Equity Planning Corporation from 1989
to 1996.

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

William F. Cordner, Jr.                                       Vice President,                                        Vice President,
50                                                            Customer Focus Teams                             Customer Focus Teams:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Cordner joined us in 1996. He previously held the position of Vice President
at United  Healthcare  from  1993 to 1996 and Vice  President  at The  Travelers
Insurance Company from 1990 to 1993.

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

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

Teresa Grove                                                  Vice President,                                        Vice President,
41                                                            Customer Service                                     Customer Service:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Ms. Grove joined us in 1996. She previously held positions of Operations Manager
at Twentieth Century/Benham from January, 1992 to September, 1996 and Operations
Manager at Lateef Management Association from January, 1989 to June, 1991.


Brian L. Hirst                                                Vice President,                                        Vice President,
49                                                            Corporate Actuary                                   Corporate Actuary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Hirst joined us in 1996. He previously  held the positions of Vice President
from 1993 to 1996 and  Second  Vice  President  from  1987 to 1992 at  Allmerica
Financial.

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

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

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

David R. Monroe                                               Vice President and                                  Vice President and
35                                                            Controller                                                 Controller:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

Polly Rae                                                     Vice President,                                        Vice President,
34                                                            Service Development                               Service Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

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

Amanda C. Sutyak                                              Executive Vice President                      Executive Vice President
39                                                            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
46                                                            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                                               Director (since October, 1994)                   Senior Vice President
49                                                                                                       and National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Jeffrey M. Ulness                                             Vice President,                                        Vice President,
36                                                            Product Management                                 Product Management:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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


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



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

         (1) General  Information  Regarding  American  Skandia  Life  Assurance
             Corporation

         (2) Principal Underwriter

         (3) Calculation of Performance Data

         (4) Unit Price Determinations

         (5) Calculating the Market Value Adjustment

         (6) Independent Auditors

         (7) Legal Experts

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

FINANCIAL  STATEMENTS:  The  consolidated  financial  statements which follow in
Appendix  A are those of  American  Skandia  Life  Assurance  Corporation  as of
December 31, 1996 and 1995, and for the three years in the period ended December
31, 1996.  Financial statements for the Class 1 Sub-accounts of Separate Account
B are found in the Statement of Additional Information.












                                   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 APPENDIX C PRIOR CONTRACT


<PAGE>
                                                               
                                   APPENDIX A

      FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

INDEPENDENT AUDITORS' REPORT




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


We have audited the accompanying  consolidated statements of financial condition
of American  Skandia Life Assurance  Corporation  and subsidiary (a wholly-owned
subsidiary of Skandia  Insurance Company Ltd.) as of December 31, 1996 and 1995,
and the related consolidated statements of operations, shareholder's equity, and
cash flows for each of the three years in the period  ended  December  31, 1996.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the consolidated financial position of American Skandia Life
Assurance  Corporation  and subsidiary as of December 31, 1996 and 1995, and the
results of their  operations and their cash flows for each of the three years in
the period  ended  December  31,  1996 in  conformity  with  generally  accepted
accounting principles.

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


March 10, 1997

<PAGE>
                                
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
                                
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                
                                                                            AS OF DECEMBER 31,      
<S>                                                             <C>                   <C> 
                                                                         1996                  1995
                              
ASSETS                          
                                
Investments:                            
   Fixed maturities - at amortized cost                         $     10,090,369      $     10,112,705
   Fixed maturities - at market value                                 87,369,724                     0 
   Investment in mutual funds - at market value                        2,637,731             1,728,875
   Short-term investments - at amortized cost                         18,100,000            15,700,000
                                
Total investments                                                    118,197,824            27,541,580
                                
Cash and cash equivalents                                             14,199,412            13,146,384
Accrued investment income                                              1,958,546               194,074
Fixed assets                                                             229,780                82,434
Deferred acquisition costs                                           438,640,918           270,222,383
Reinsurance receivable                                                 2,167,818             1,988,042
Receivable from affiliates                                               691,532               860,991
Income tax receivable - current                                                0               563,850
Income tax receivable - deferred                                      17,217,582                     0
State insurance licenses                                               4,712,500             4,862,500
Other assets                                                           2,207,171             1,589,006
Separate account assets                                            7,734,439,793         4,699,961,646
                                
                    Total Assets                                $  8,334,662,876      $  5,021,012,890
                                
LIABILITIES AND SHAREHOLDER'S EQUITY                            
                                
LIABILITIES:                            
Reserve for future contractowner benefits                       $     36,245,936      $     30,493,018
Annuity policy reserves                                               21,238,749            19,386,490
Income tax payable                                                     1,124,151                     0
Accounts payable and accrued expenses                                 65,198,965            32,816,517
Payable to affiliates                                                    685,724               314,699
Future fees payable to parent                                         47,111,936                     0
Payable to reinsurer                                                  79,000,262            64,995,470
Short-term borrowing-affiliate                                        10,000,000            10,000,000
Surplus notes                                                        213,000,000           103,000,000
Deferred contract charges                                                272,329               332,050
Separate account liabilities                                       7,734,439,793         4,699,961,646
                                
                  Total Liabilities                                8,208,317,845         4,961,299,890
                                
SHAREHOLDER'S EQUITY:                           
Common stock, $80 par, 25,000 shares                            
  authorized, issued and outstanding                                   2,000,000             2,000,000
Additional paid-in capital                                           122,250,117            81,874,666
Unrealized investment gains and losses, net                             (319,631)              111,359
Foreign currency translation, net                                       (263,706)             (328,252)
Retained earnings (deficit)                                            2,678,251           (23,944,773)
                                
                   Total Shareholder's Equity                        126,345,031            59,713,000
                                
                   Total Liabilities and Shareholder's Equity   $  8,334,662,876      $  5,021,012,890
</TABLE>
                                
                 See notes to consolidated financial statements.




                                            
<PAGE>
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
                                                        
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                                        
<TABLE>
<CAPTION>
                                                        
                                                        
                                                                             FOR THE YEAR ENDED DECEMBER 31, 
<S>                                                                <C>                <C>                 <C> 
                                                                        1996                1995               1994
                                                                    ------------       ------------       ------------
                                                        
REVENUES:                                                       
Annuity charges and fees                                           $  69,779,522      $  38,837,358      $  24,779,785
Fee income                                                            16,419,690          6,205,719          2,111,801
Net investment income                                                  1,585,819          1,600,674          1,300,217
Annuity premium income                                                   125,000                  0             70,000
Net realized capital gains/(losses)                                      134,463             36,774             (1,942)
Other                                                                     34,154             64,882             24,550
                                                                    ------------       ------------       ------------        
     Total Revenues                                                   88,078,648         46,745,407         28,284,411
                                                                    ------------       ------------       ------------
                                                        
BENEFITS AND EXPENSES:                                                  
Benefits:                                                       
  Annuity benefits                                                       613,594            555,421            369,652
  Increase/(decrease) in annuity policy reserves                         634,540         (6,778,756)         5,766,003
  Cost of minimum death benefit reinsurance                            2,866,835          2,056,606                  0
  Return credited to contractowners                                      672,635         10,612,858           (516,730)
                                                                    ------------       ------------       ------------          
                                                                       4,787,604          6,446,129          5,618,925
                                                                    ------------       ------------       ------------        
Expenses:                                                       
  Underwriting, acquisition and other insurance expenses              49,765,661         35,820,524         18,792,720
  Amortization of state insurance licenses                               150,000            150,000            150,000
  Interest expense                                                    10,790,716          6,499,414          3,615,845
                                                                    ------------       ------------       ------------
                                                        
                                                                      60,706,377         42,469,938         22,558,565
                                                                    ------------       ------------       ------------
                                                        
     Total Benefits and Expenses                                      65,493,981         48,916,067         28,177,490
                                                                    ------------       ------------       ------------
                                                        
Income (loss) from operations before federal income taxes             22,584,667         (2,170,660)           106,921
                                                        
     Income tax (benefit) expense                                     (4,038,357)           397,360            247,429
                                                                    ------------       ------------       ------------
                                                        
Net income (loss)                                                  $  26,623,024       $ (2,568,020)      $   (140,508)
                                                                    ============        ===========        ===========
</TABLE>
                                                        
                                                        
                 See notes to consolidated financial statements.
                                                        
<PAGE>
                                                
                                                
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)
                                                
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                                
                                                
                                                
<TABLE>
<CAPTION>
                                                
                                                                             FOR THE YEAR ENDED DECEMBER 31,
<S>                                                                 <C>                <C>                <C> 
                                                                         1996               1995               1994
                                                
Common stock, balance at beginning and end of year                  $  2,000,000       $  2,000,000       $  2,000,000
                                                                     -----------        -----------        ----------- 
                                                
Additional paid-in capital:                                             
  Balance at beginning of year                                        81,874,666         71,623,932         71,623,932
  Additional contributions                                            40,375,451         10,250,734                  0
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                             122,250,117         81,874,666         71,623,932
                                                                     -----------        -----------        -----------
                                                
Unrealized investment gains and losses:                                         
  Balance at beginning of year                                           111,359            (41,655)                 0
  Change in unrealized investment gains and losses, net                 (430,990)           153,014            (41,655)
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                                (319,631)           111,359            (41,655)
                                                
Foreign currency translation:                                           
  Balance at beginning of year                                          (328,252)                 0                  0
  Change in foreign currency translation, net                             64,546           (328,252)                 0
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                                (263,706)          (328,252)                 0
                                                                     -----------        -----------        -----------
                                                
Retained earnings (deficit):                                            
  Balance at beginning of year                                       (23,944,773)       (21,376,753)       (21,236,245)
  Net income (loss)                                                   26,623,024         (2,568,020)          (140,508)
                                                                     -----------        -----------        -----------
                                                
  Balance at end of year                                               2,678,251        (23,944,773)       (21,376,753)
                                                                     -----------        -----------        -----------
                                                
                                                
      TOTAL SHAREHOLDER'S EQUITY                                   $ 126,345,031      $  59,713,000      $  52,205,524
                                                                    ============       ============       ============
                                                
</TABLE>
                                             
                 See notes to consolidated financial statements.
    
<PAGE>
<TABLE>
<CAPTION>

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

                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                          FOR THE YEAR ENDED DECEMBER 31,
<S>                                                                         <C>                  <C>                  <C> 
                                                                                1996                  1995                 1994
                                                                           ---------------       ---------------     ---------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income (loss)                                                        $    26,623,024       $   (2,568,020)     $     (140,508)
  Adjustments to reconcile net income (loss) to net cash used
    in operating activities:
       Increase/decrease) in annuity policy reserves                             1,852,259           (4,667,765)          6,004,603
       Increase/(decrease) in policy contract claims
      Amortization of bond discount                                                 27,340               23,449              21,964
      Amortization of state insurance licenses                                     150,000              150,000             150,000
      Change in due to/from affiliates                                             540,484             (347,884)            256,779
      Change in income tax payable/receivable                                    1,688,001             (600,849)             36,999
      Increase in other assets                                                    (765,511)            (409,927)           (742,041)
      Increase in accrued investment income                                     (1,764,472)             (20,420)            (44,847)
      Increase in reinsurance receivable                                          (179,776)          (1,988,042)                  0
      Increase in accounts payables and accrued expenses                        32,382,448            1,063,137          13,396,502
      Increase in deferred acquisition costs                                  (168,418,535)         (96,212,774)        (83,986,073)
      Decrease in deferred contract charges                                        (59,721)            (117,654)            (71,117)
      Increase in foreign currency translation, net                                (77,450)            (328,252)                  0
      Deferred income taxes                                                    (16,903,477)                   0                   0
      Realized (gain)/loss on sale of investments                                 (134,463)             (36,774)              1,942
                                                                             -------------        --------------       -------------

  Net cash used in operating activities                                       (125,039,849)        (106,061,775)        (65,115,797)
                                                                             -------------        -------------        -------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturities                                                 (96,812,903)            (614,289)         (1,989,120)
  Proceeds from sales and maturities of available-for-sale fixed maturities      8,732,390                    0                   0
  Proceeds from maturities of held-to-maturity fixed maturities                    215,000              100,000           2,010,000
  Purchase of shares in mutual funds                                            (2,160,347)          (1,566,194)           (922,822)
  Proceeds from sale of shares in mutual funds                                   1,273,640              867,744              38,588
  Net sale (purchase) of short-term investments                                 (2,400,000)           8,300,000          (4,600,000)
  Investments in separate accounts                                          (2,789,361,685)      (1,609,415,439)     (1,365,775,177)
                                                                             -------------        -------------       -------------

  Net cash used in investing activities                                     (2,880,513,905)      (1,602,328,178)     (1,371,238,531)
                                                                             -------------        -------------       -------------

CASH FLOW FROM FINANCING ACTIVITIES:

   Capital contributions from parent                                            40,375,451           10,250,734                   0
   Surplus notes                                                               110,000,000           34,000,000          49,000,000
   Increase in future fees payable to parent                                    47,111,936                    0                   0
   Short-term borrowing
   Increase in payable to reinsurer                                             14,004,792           24,890,064          28,555,190
   Proceeds from annuity sales                                               2,795,114,603        1,628,486,076       1,372,873,747
                                                                             -------------        -------------       -------------

  Net cash provided by financing activities                                  3,006,606,782        1,697,626,874       1,450,428,937
                                                                             -------------        -------------       -------------

Net increase/(decrease) in cash and cash equivalents                             1,053,028          (10,763,079)         14,074,609

Cash and cash equivalents at beginning of year                                  13,146,384           23,909,463           9,834,854
                                                                             -------------        -------------       -------------

Cash and cash equivalents at end of year                                   $    14,199,412       $   13,146,384      $   23,909,463
                                                                             =============        =============       =============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Income taxes paid                                                          $    11,177,120       $      995,496      $      161,398
                                                                             =============        =============       =============

Interest paid                                                              $     7,094,767       $      540,319      $      557,639
                                                                             =============        =============       =============


                                                      See notes to consolidated financial statements.

</TABLE>



<PAGE>

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

                   Notes to Consolidated Financial Statements




1.       BUSINESS OPERATIONS

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

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

         The Company's consolidated financial statements include the accounts of
         Skandia Vida, S.A. de C.V.  ("Skandia  Vida"), a life insurance company
         domiciled in Mexico,  which was formed in 1995 by the  ultimate  parent
         Skandia  Insurance  Company  Ltd.  The  Company  has a 99.9%  ownership
         interest in Skandia Vida, which is a start up company with expectations
         of selling long term savings products within Mexico.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         A.       Basis of Reporting

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

         B.       Investments

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

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

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

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


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

             Notes to Consolidated Financial Statements (continued)



         C.       Cash Equivalents

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

         D.       State Insurance Licenses

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

         E.       Fixed Assets

                  Fixed Assets consisting of furniture,  equipment and leasehold
                  improvements are carried at cost and depreciated on a straight
                  line basis over a period of three to five  years.  Accumulated
                  depreciation  amounted to $32,641  and $3,749 at December  31,
                  1996 and  1995,  respectively.  Depreciation  expense  for the
                  years ended  December 31, 1996 and 1995 was $28,892 and $3,749
                  respectively.

         F.       Recognition of Revenue and Contract Benefits

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

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

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

                  Revenues  for  immediate   annuity   contracts   without  life
                  contingencies  consist of net investment income.  Revenues for
                  immediate annuity contracts with life contingencies consist of
                  single premium payments  recognized as annuity  considerations
                  when received.  Benefit reserves for these contracts are based
                  on the Society of Actuaries 1983 Table-a with assumed interest
                  rates that vary by issue year.  Assumed  interest rates ranged
                  from 6.5% to 8.25% at both December 31, 1996 and 1995.

                  Annuity   sales  were   $2,795,114,000,   $1,628,486,000   and
                  $1,372,874,000 for the years ended December 31, 1996, 1995 and
                  1994,  respectively.  Annuity contract assets under management
                  were  $7,764,891,000,  $4,704,044,000  and  $2,661,161,000  at
                  December 31, 1996, 1995 and 1994, respectively.



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)




         G.       Deferred Acquisition Costs

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

<TABLE>
<CAPTION>

<S>                                                          <C>                    <C>                   <C> 
                                                                 1996                   1995                 1994
                                                                 ----                   ----                 ----

                  Balance at beginning of year               $270,222,383          $174,009,609         $ 90,023,536

                  Acquisition costs deferred
                  during the year                             190,995,588           106,063,698           85,801,180

                  Acquisition costs amortized
                  during the year                              22,577,053             9,850,924            1,815,107
                                                             ------------          ------------         ------------

                  Balance at end of year                     $438,640,918          $270,222,383         $174,009,609
                                                             ============          ============         ============
</TABLE>


         H.       Deferred Contract Charges

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

<S>                                                              <C>                  <C>                  <C> 
                                                                 1996                   1995                  1994
                                                                 ----                   ----                 ----

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

                  Contract charges deferred
                  during the year                                42,740                 21,513               87,114

                  Contract charges amortized
                  during the year                               102,461                139,167              158,231
                                                               --------               --------             --------

                  Balance at end of year                       $272,329               $332,050             $449,704
                                                               ========               ========             ========

</TABLE>








<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         I.       Separate Accounts

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

                  Included in Separate  Account  liabilities is $644,233,883 and
                  $586,233,752  at  December  31,  1996 and 1995,  respectively,
                  relating to annuity contracts for which the  contractholder is
                  guaranteed a fixed rate of return.  Separate Account assets of
                  $644,233,883  and  $588,835,051 at December 31, 1996 and 1995,
                  respectively,  consisting  of  long  term  bonds,  short  term
                  securities, transfers due from general account and cash are in
                  support  of these  annuity  contracts,  as  pursuant  to state
                  regulation.

         J.       Income taxes

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

         K.       Translation of Foreign Currency

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

         L.       Estimates

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

         M.       Reinsurance

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

                  The Company  reinsures  certain  mortality risks.  These risks
                  result from the  guaranteed  minimum death benefit  feature in
                  the variable annuity products.





<PAGE>


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

             Notes to Consolidated Financial Statements (continued)




3.       INVESTMENTS

         The  amortized  cost,  gross  unrealized  gains  (losses) and estimated
         market  value  of   available-for-sale   and   held-to-maturity   fixed
         maturities  and equity  securities  by category as of December 31, 1996
         and 1995 are shown below.  All securities held at December 31, 1996 are
         publicly traded.

         Investments in fixed  maturities as of December 31, 1996 consist of the
         following:

                                                            Held-to-Maturity
<TABLE>
<CAPTION>
         <S>                           <C>                   <C>                 <C>                <C>     
                                                                Gross               Gross
                                       Amortized             Unrealized          Unrealized            Market
                                         Cost                   Gains              Losses               Value
           
         U.S. Government
         Obligations                  $ 4,299,803             $88,268             $22,937           $ 4,365,134

         Obligations of
         State and Political
         Subdivisions                     250,119                 229                   0               250,348

         Corporate
         Securities                     5,540,447                   0              62,660             5,477,787
                                      -----------             -------             -------           -----------

         Totals                       $10,090,369             $88,497             $85,597           $10,093,269
                                      ===========             =======             =======           ===========
</TABLE>

<TABLE>
<CAPTION>

                                                    Available-for-Sale

         <S>                             <C>                 <C>                 <C>                <C>                      
                                           Gross               Gross
                                         Amortized           Unrealized          Unrealized           Market
                                           Cost                 Gains              Losses              Value
         U.S. Government
         Obligations                    $14,508,780                  0           $ 79,745           $14,429,035

         Obligations of
         State and Political
         Subdivisions                       202,516                 26                  0               202,542

         Other Government
         Obligations                      5,047,790                  0              7,440             5,040,350

         Corporate
         Securities                      68,101,413             83,312            486,928            67,697,797
                                        -----------            -------           --------           -----------

         Totals                         $87,860,499            $83,338           $574,113           $87,369,724
                                        ===========            =======           ========           ===========
</TABLE>







<PAGE>



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

             Notes to Consolidated Financial Statements (continued)



         The amortized cost and market value of fixed maturities, by contractual
         maturity, at December 31, 1996 are shown below.

<TABLE>
<CAPTION>
                                                        Held-to-Maturity                  Available-for-Sale

         <S>                                        <C>             <C>              <C>               <C>  
                                                    Amortized          Market          Amortized          Market
                                                      Cost              Value            Cost              Value

         Due in one year or less                   $   697,626       $   699,861      $ 5,047,790       $ 5,040,350

         Due after one through five years            9,138,036         9,143,290       29,864,609        29,756,002

         Due after five through ten years              254,707           250,118       52,948,100        52,573,372
                                                   -----------       -----------      -----------       -----------

                          Total                    $10,090,369       $10,093,269      $87,860,499       $87,369,724
                                                   ===========       ===========      ===========       ===========
</TABLE>


         Investments in fixed  maturities as of December 31, 1995 consist of the
         following:
<TABLE>
<CAPTION>

                                              Held-to-Maturity

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

         U.S. Government
         Obligations                   $ 4,304,731             $183,201           $1,778              $  4,486,154

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

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

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


         Proceeds from sales and maturities of fixed maturity investments during
         1996,  1995  and  1994,  were  $8,947,390,   $100,000  and  $2,010,000,
         respectively.

         There were no gross  gains and losses  realized  during the years ended
         December 31, 1996, 1995 and 1994.









<PAGE>


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

             Notes to Consolidated Financial Statements (continued)



         The  cost,   gross  unrealized  gains  (losses)  and  market  value  of
         investments  in mutual  funds at  December  31, 1996 and 1995 are shown
         below:

<TABLE>
<CAPTION>

         <S>                         <C>                 <C>                  <C>                 <C>    
                                                            Gross                Gross
                                                         Unrealized           Unrealized           Market
                                       Cost                 Gains               Losses              Value

         1996                        $2,638,695            $ 59,278             $60,242           $2,637,731
                                     ==========            ========             =======           ==========

         1995                        $1,617,516            $111,686             $   327           $1,728,875
                                     ==========            ========             =======           ==========
</TABLE>


         Proceeds from sales of investments in mutual funds during 1996, 1995 
         and 1994 were $1,273,640,  $867,744 and $38,588, respectively.


         Mutual fund gross realized gains and losses were as follows:


                                        Gross               Gross
                                        Gains              Losses

         1996                          $139,814            $ 5,351
                                       ========            =======

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

         1994                          $    510            $ 2,452
                                       ========            =======


4.       NET INVESTMENT INCOME

         Additional  information  with respect to net investment  income for the
         years ended December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>

         <S>                                           <C>                  <C>                  <C> 
                                                           1996                  1995                 1994
                                                           ----                  ----                 ----

         Fixed maturities                              $  836,591            $  629,743           $  616,987
         Mutual funds                                     143,737                59,895               12,049
         Short-term investments                            92,987               256,351              142,421
         Cash and cash equivalents                        591,666               730,581              633,298
         Interest on policy loans                           5,274                 4,025                1,275
                                                       ----------            ----------           ----------

         Total investment income                        1,670,255             1,680,595            1,406,030

         Investment expenses                               84,436                79,921              105,813
                                                       ----------            ----------           ----------

         Net investment income                         $1,585,819            $1,600,674           $1,300,217
                                                       ==========            ==========           ==========
</TABLE>




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)

5.       INCOME TAXES

         The significant components of income tax expense are as follows:
<TABLE>
<CAPTION>

         <S>                                                   <C>                    <C>                 <C> 
                                                                   1996                1995                1994
                                                                   ----                ----                ----

         Current tax expense                                   $12,865,120            $397,360            $247,429

         Deferred tax (benefit) expense                        (16,903,477)                  0                   0
                                                              -------------           --------            --------

         Total income tax (benefit) expense                   ($ 4,038,357)           $397,360            $247,429
                                                              =============           ========            ========
</TABLE>


         Deferred  income  taxes  reflect the net tax  effects of (a)  temporary
         differences  between the carrying amounts of assets and liabilities for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes, and (b) operating loss and tax credit carryforwards.  The tax
         effects of  significant  items  comprising  the Company's  deferred tax
         balance as of December 31, 1996 and 1995, are as follows:
<TABLE>

         <S>                                                       <C>                          <C> 
                                                                        1996                       1995
                                                                        ----                       ----
         Deferred Tax (Liabilities):
             Deferred acquisition costs                            ($103,072,477)               ($57,399,960)
             Payable to reinsurer                                    (23,025,326)                (19,802,861)
             Policy Fees                                                (491,640)                   (308,304)
             Unrealized investment gains                                       0                     (38,976)
                                                                    ------------                 -----------

             Total                                                  (126,589,443)                (77,550,101)
                                                                    ------------                 -----------

         Deferred Tax Assets:
             Net separate account liabilities                        121,092,798                  72,024,094
             Reserve for future contractowner benefits                12,686,078                  10,672,556
             Other reserve differences                                 4,527,886                   1,492,044
             Deferred compensation                                     4,392,526                   2,169,060
             Surplus notes blocked interest                              548,730                           0
             Unrealized investment losses                                172,109                           0
             Foreign exchange translation                                141,996                     114,888
             Deferred contract charge                                     95,315                     116,218
             AMT credit carryforward                                           0                     286,094
             Other                                                       149,587                           0
                                                                    ------------                 -----------

             Total                                                   143,807,025                  86,874,954
                                                                    ------------                 -----------


             Net before valuation allowance                           17,217,582                   9,324,853

             Valuation allowance                                               0                  (9,324,853)
                                                                    ------------                 -----------

             Net deferred tax balance                               $ 17,217,582                 $         0
                                                                    ============                 ===========
</TABLE>









<PAGE>


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

             Notes to Consolidated Financial Statements (continued)



         Management  believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will produce  sufficient  taxable  income in the furture to realize its
         deferred  tax assets.  As such,  the Company  released the deferred tax
         valuation allowance of $9,324,853 established as of December 31, 1995.

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

<TABLE>
         <S>                                                  <C>                 <C>                  <C> 
                                                                  1996                1995                 1994
                                                                  ----                ----                 ----

         Income (loss) before taxes                           $22,584,667         ($2,170,660)           $106,921
             Income tax rate                                           35%                 35%                 35%
                                                              -----------          -----------           ---------

         Tax expense at federal
             statutory income tax rate                          7,904,633            (759,731)              37,422

         Tax effect of:

             Change in valuation allowance                     (9,324,853)          1,680,339              365,288

             Dividend received deduction                       (2,266,051)           (477,139)                   0

             Other                                               (352,086)            (46,109)            (155,281)
                                                              -----------          ----------             --------

         Income tax (benefit) expense                        ($ 4,038,357)         $  397,360             $247,429
                                                              ============         ==========             ========
</TABLE>


6.       RELATED PARTY TRANSACTIONS

         Certain operating costs (including  personnel,  rental of office space,
         furniture,  and equipment)  have been charged to the Company at cost by
         American Skandia Information  Services and Technology  Corporation,  an
         affiliated  company;  and likewise,  the Company has charged  operating
         costs  to  American  Skandia  Investment  Services,   Incorporated,  an
         affiliated  company.  Operating costs for these items was  $11,581,114,
         $12,687,337  and $8,524,840 for the years ended December 31, 1996, 1995
         and 1994, respectively. Income received for these items was $1,148,364,
         $396,573 and $248,799 for the years ended  December 31, 1996,  1995 and
         1994,  respectively.  Amounts  receivable  from  affiliates  under this
         arrangement  were  $548,792  and  $857,156 as of December  31, 1996 and
         1995,   respectively.   Amounts   payable  to  affiliates   under  this
         arrangement  were  $619,089  and  $304,525 as of December  31, 1996 and
         1995, respectively.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)



7.       FUTURE FEES PAYABLE TO PARENT

         On  December  17,  1996  the  Company  sold  to its  Parent,  effective
         September 1, 1996,  certain  rights to receive  future fees and charges
         expected to be realized on the variable  portion of a designated  block
         of deferred annuity  contracts issued during the period January 1, 1994
         through June 30, 1996. In connection with this transaction,  the Parent
         issued collateralized notes in a private placement which are secured by
         the  rights to  receive  future  fees and  charges  purchased  from the
         Company.

         Under the terms of the Purchase Agreement,  the rights sold provide for
         the Parent to receive 80% of future  mortality and expense  charges and
         contingent  deferred sales charges,  after reinsurance,  expected to be
         realized over the remaining  surrender  charge period of the designated
         contracts (generally, 6.5 years). The Company did not sell the right to
         receive  future fees and charges after the  expiration of the surrender
         charge period.

         The proceeds  from the sale have been  recorded as a liability  and are
         being  amortized  over the  remaining  surrender  charge  period of the
         designated  contracts using the interest  method.  The present value at
         September  1, 1996  (discounted  at 7.5%),  of future  fees and charges
         expected to be realized on the  designated  contracts was  $50,221,438.
         Payments  representing  fees and  charges  realized  during  the period
         September 1, 1996 through  December 31, 1996 in the aggregate amount of
         $3,109,502, were made by the Company to the Parent. Interest expense of
         $42,260 has been included in the statement of operations.

         Expected payments of future fees payable to Parent are as follows:

                        Year Ending
                        December 31,                         Amount

                           1997                            $ 9,308,527
                           1998                              9,782,558
                           1999                             10,002,274
                           2000                             10,061,058
                           2001                              6,412,114
                           2002                              1,392,003
                           2003                                153,402
                                                           -----------

                          Total                            $47,111,936


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

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)



8.       LEASES

         The Company leases office space under a lease agreement  established in
         1989  with  American  Skandia   Information   Services  and  Technology
         Corporation.  The lease expense for 1996, 1995 and 1994 was $1,583,391,
         $1,218,806 and $961,080, respectively.  Future minimum lease payments 
         per year and in aggregate as of December 31, 1996 are as follows:

                      1997                                      1,413,180
                      1998                                      1,571,400
                      1999                                      1,571,400
                      2000                                      1,740,750
                      2001 and thereafter                       6,527,813
                                                              -----------

                      Total                                   $12,824,543


9.       RESTRICTED ASSETS

         In  order  to  comply  with  certain   state   insurance   departments'
         requirements,  the Company  maintains cash,  bonds and notes on deposit
         with various states.  The carrying value of these deposits  amounted to
         $3,766,564   and   $3,267,357  as  of  December  31,  1996,  and  1995,
         respectively.  These  deposits  are required to be  maintained  for the
         protection of contractowners within the individual states.


10.      RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         Statutory basis shareholder's equity was $275,835,076, $132,493,899 and
         $95,001,971 at December 31, 1996, 1995 and 1994, respectively.

         The statutory basis net loss was $5,405,179,  $7,183,003 and $9,789,297
         for the years ended December 31, 1996, 1995 and 1994, respectively.

         Under state insurance laws, the maximum amount of dividends that can be
         paid  shareholders  without  prior  approval  of  the  state  insurance
         departments is subject to  restrictions  relating to statutory  surplus
         and net gain from  operations.  At December 31, 1996, no amounts may be
         distributed without prior approval.


11.      EMPLOYEE BENEFITS

         In 1989, the Company  established a 401(k) plan for which substantially
         all  employees  are  eligible.  Company  contributions  to this plan on
         behalf of the participants were $850,111, $627,161 and $431,559 for the
         years ended December 31, 1996, 1995 and 1994, respectively.

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)




         The Company and it's affiliate cooperatively have a long-term incentive
         plan where units are awarded to executive officers and other personnel.
         The program  consists of multiple  plans. A new plan is instituted each
         year.  Generally,  participants  must remain employed by the Company or
         its  affiliates  at the time such units are payable in order to receive
         any payments under the plan.  The accrued  liability  representing  the
         value of these units is  $9,212,369  and  $4,600,831 as of December 31,
         1996 and 1995, respectively. Payments under this plan were $601,603 for
         the year ended December 31, 1996.

         In 1994, the Company established a deferred  compensation plan which is
         available to the internal field marketing  staff and certain  officers.
         Company  contributions to this plan on behalf of the participants  were
         $244,601 in 1996 and $139,209 in 1995.


12.      REINSURANCE

         The effect of the  reinsurance  agreements on the Company's  operations
         was to reduce annuity charges and fee income, death benefit expense and
         policy reserves. The effect of reinsurance for the years ended December
         31, 1996, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>

                                                        1996
                           ------------------------------------------------------------------
         <S>               <C>                     <C>                      <C>   
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners

         Gross                $87,369,693              $814,306                  $779,070
         Ceded                 17,590,171               179,766                   106,435
                              -----------              --------                  --------
         Net                  $69,779,522              $634,540                  $672,635
                              ===========              ========                  ========
</TABLE>


<TABLE>
<CAPTION>
                                                          1995                                                   1994
                           ------------------------------------------------------------------              ----------------
         <S>               <C>                     <C>                     <C>                             <C> 
                                Annuity            Change in Annuity         Return Credited                    Annuity
                           Charges and Fees         Policy Reserves         to Contractowners              Charges and Fees

         Gross                $50,334,280            ($4,790,714)              $10,945,831                    $30,116,166
         Ceded                 11,496,922              1,988,042                   332,973                      5,336,381
                              -----------             ----------               -----------                    -----------
         Net                  $38,837,358            ($6,778,756)              $10,612,858                    $24,779,785
                              ===========             ===========              ===========                    ===========
</TABLE>


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

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


13.      SURPLUS NOTES

         The Company has issued surplus notes to its Parent in exchange for 
         cash.  Surplus notes outstanding as of December 31, 1996 were as 
         follows:

                   Issue                                         Interest
                   Date                           Amount           Rate

             December 29, 1993               $  20,000,000         6.84%
             February 18, 1994                  10,000,000         7.28%
             March 28, 1994                     10,000,000         7.90%
             September 30, 1994                 15,000,000         9.13%
             December 28, 1994                  14,000,000         9.78%
             December 19, 1995                  10,000,000         7.52%
             December 20, 1995                  15,000,000         7.49%
             December 22, 1995                   9,000,000         7.47%
             June 28, 1996                      40,000,000         8.41%
             December 30, 1996                  70,000,000         8.03%
                                              ------------

             Total                            $213,000,000


         Payment of  interest  and  repayment  of  principal  for these notes is
         subject to certain  conditions  and requires  approval by the Insurance
         Commissioner of the State of Connecticut.

         Interest expense on surplus notes was $10,087,347, $5,789,893 and 
         $3,016,905 for the  years  ended  December  31,  1996,  1995 and  1994,
         respectively.  Interest approved and paid during 1996 was $6,438,867. 
         Interest accrued at December 31, 1996 amounted to  $3,648,480, of which
         $2,080,680 has been approved and paid in 1997. The remaining $1,567,800
         was not approved for payment.  The 1995 and 1994 amounts were approved 
         at December 31, 1995 with stipulation that they be funded  through a
         capital contribution from the parent.


14.      SHORT-TERM BORROWING

         During 1993, the Company received a $10 million loan from Skandia AB, a
         Swedish affiliate.  Upon renewal during 1995 the loan became payable to
         the Parent  rather than  Skandia AB. The loan matures on March 10, 1997
         and bears interest at 6.46%.  The total interest expense to the Company
         was  $642,886,  $709,521 and $569,618 and for the years ended  December
         31, 1996, 1995 and 1994,  respectively,  of which $206,361 and $219,375
         was payable as of December 31, 1996 and 1995, respectively.


15.      CONTRACT WITHDRAWAL PROVISIONS

         Approximately 98% of the Company's  separate account  liabilities
         are  subject  to  discretionary   withdrawal  with  market  value
         adjustment by contractholders.  Separate account assets which are
         carried  at market  value are  adequate  to pay such  withdrawals
         which are  generally  subject to surrender  charges  ranging from
         8.5% to 1% for contracts held less than 8 years.





<PAGE>



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

             Notes to Consolidated Financial Statements (continued)



16.      QUARTERLY FINANCIAL DATA (UNAUDITED)

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

                                                                            Three Months Ended
         <S>                                       <C>                 <C>                <C>                <C>               
                1996                                  March 31            June 30          September 30       December 31
                ----                                 -----------        -----------        ------------       -----------

         Premiums and other insurance
            revenues                                 $16,605,765        $20,452,733         $22,366,166       $26,933,702
         Net investment income                           455,022            282,926             270,092           577,779
         Net realized capital gains                       92,072             13,106               5,606            23,679
                                                     -----------        -----------         -----------       -----------
         Total revenues                              $17,152,859        $20,748,765         $22,641,864       $27,535,160
                                                     ===========        ===========         ===========       ===========

         Benefits and expenses                       $12,725,411        $ 9,429,735         $17,007,137       $25,191,857
                                                     ===========        ===========         ===========       ===========

         Net income                                  $ 2,658,941        $ 7,695,490         $ 2,538,513       $14,470,976
                                                     ===========        ===========        ============       ===========
</TABLE>
<TABLE>
<CAPTION>


                                                                              Three Months Ended
         <S>                                       <C>                 <C>               <C>                 <C>
                1995                                  March 31            June 30          September 30       December 31
                ----                                -----------         -----------        ------------       -----------

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

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

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

<TABLE>
<CAPTION>

                                                                              Three Months Ended
         <S>                                        <C>                 <C>                <C>                <C>
                1994                                  March 31            June 30          September 30       December 31
                ----                                -----------         -----------        ------------       -----------

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

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

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

         As described in Note 5, the  valuation  allowance  relating to deferred
         income  taxes was released  during the three months ended  December 31,
         1996.


                                  APPENDIX B

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


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

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

                              Life & Annuity Trust

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

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

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

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

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

                             American Skandia Trust

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

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

T. Rowe Price International Equity Portfolio: The investment objective of the T.
Rowe  Price  International  Equity  Portfolio  is to seek a total  return on its
assets  from  long-term  growth  of  capital  and  income,  principally  through
investments in common stocks of established, non-U.S. companies. Investments may
be made solely for capital  appreciation or solely for income or any combination
of both for the  purpose of  achieving a higher  overall  return.  Total  return
consists of capital appreciation or depreciation,  dividend income, and currency
gains or losses.  The Portfolio intends to diversify  investments  broadly among
countries and to normally have at least three different countries represented in
the Portfolio. The Portfolio may invest in countries of the Far East and Western
Europe as well as South  Africa,  Australia,  Canada and other areas  (including
developing  countries).  Under unusual  circumstances,  the Portfolio may invest
substantially all of its assets in one or two countries.  The Portfolio may also
invest  in a  variety  of other  equity-related  securities,  such as  preferred
stocks,  warrants,  and  convertible  securities,   as  well  as  corporate  and
governmental  debt securities,  when considered  consistent with the Portfolio's
investment objective and program.

Founders Capital  Appreciation  Portfolio:  The investment objective of Founders
Capital  Appreciation  Portfolio is capital  appreciation.  The  Portfolio  will
normally  invest  at least 65% of its  total  assets  in  common  stocks of U.S.
companies  with market  capitalizations  of $1.5  billion or less.  These stocks
normally will be traded in the over-the-counter market. The Portfolio may engage
in short-term trading and therefore normally will have annual portfolio turnover
rates which are considered to be high.  Investment in such companies may involve
greater risk than is associated with more established  companies.  The Portfolio
may invest in convertible securities,  preferred stocks, bonds, debentures,  and
other corporate  obligations,  when these  investments  offer  opportunities for
capital appreciation.

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 at least 65% 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. 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 higher than that of
other  investment  companies  seeking  current  income with capital  growth as a
secondary consideration.

PIMCO Total Return Bond Portfolio:  The investment  objective of the PIMCO Total
Return Bond  Portfolio  is to seek to maximize  total  return,  consistent  with
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 10% of its  assets  in  fixed  income
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. 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,  such as Taiwan,  South  Korea and
Mexico).  Investing in the securities of issuers in any foreign country involves
special risks. The Portfolio will limit its investments in newly  industrialized
countries to 10% of its assets.

PIMCO Limited  Maturity Bond  Portfolio:  The investment  objective of the PIMCO
Limited Maturity Bond Portfolio is to seek to maximize total return,  consistent
with preservation of capital and prudent  investment  management.  The Portfolio
will  invest  at  least  65% of its  total  assets  in the  following  types  of
securities,  which may be issued by domestic or foreign entities and denominated
in U.S. dollars or foreign  currencies:  securities  issued or guaranteed by the
U.S. Government,  its agencies or instrumentalities;  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, such as Taiwan, South Korea
and  Mexico).  Investing  in the  securities  of issuers in any foreign  country
involves  special  risks.  The  Portfolio  will limit its  investments  in newly
industrialized countries to 5% of its assets.

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

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

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

                             The Alger American Fund

Alger American Growth Portfolio:  The investment objective of the Alger American
Growth Portfolio is long-term capital appreciation. Income is a consideration in
the  selection  of  investments  but  is  not  an  investment  objective  of the
portfolio.  It seeks to achieve its objective by investing in equity securities,
such as common or  preferred  stocks  that are listed on a  national  securities
exchange, or securities  convertible into or exchangeable for equity securities,
including  warrants and rights,  often selected by the investment manager on the
basis of original  research  produced by its research  analysts.  Except  during
temporary  defensive  periods,  the portfolio invests at least 65 percent of its
total assets in equity  securities  of companies  that, at the time of purchase,
have total market capitalization of $1 billion or greater.


<PAGE>


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


                           APPENDIX C - PRIOR CONTRACT

         Prior to September,  1995, 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 Stagecoach  Variable
Annuity - "SVA"  contract,  and was sold during the period from May,  1994 until
September,  1995.  Assets supporting the SVA contracts are maintained in Class 1
Sub-accounts of Separate Account B.

         The  principal  differences  between  the  contracts  offered  by  this
Prospectus - ("current  contract") - marketed as the Stagecoach Variable Annuity
Plus - "SVAP" contract,  and the prior contract relate to the investment options
available  under the  contract,  charges  made by the Company and death  benefit
provisions.

DEFINITIONS

         One of the definitions  used in the SVA contract is slightly  different
from the definitions used in SVAP contract.

The defined term of "Account  Value" used in the SVAP  prospectus is the same as
the  defined  term of "Cash  Value"  in the  former  SVA  Prospectus,  the first
sentence is replaced with the following:

         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  the
         assessment of any  applicable  contingent  deferred sales charge and/or
         any applicable maintenance fee.

Investment Options

         The variable  investment options of the SVA contract do not include the
following  Sub-accounts  offered by SVAP that invest in the following portfolios
of the underlying  mutual funds offered by SVAP: Four portfolios of the American
Skandia  Trust (the "AST Trust") (a) PIMCO Total Return Bond;  (b) PIMCO Limited
Maturity Bond; and (c) Berger Capital Growth as well as the Growth  portfolio of
the Alger American Fund. Any disclosure or discussion  about these portfolios is
not applicable to the SVA contract.

Charges

         There is no maintenance fee applicable to the SVAP. The maintenance fee
for SVA is $30 or 2% of your  current  Account  Value  which  is  deducted  from
Account  Value  in the  Sub-accounts  annually  and upon  surrender.  The fee is
limited to the Account Value in the Sub-accounts as of the Valuation Period such
fee is  due.  We  assess  the  maintenance  fee to  cover  the  actual  cost  of
maintaining  the Account Values  allocated to Class 1 Sub-accounts  and Separate
Account B itself.  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. The  representations  contained in
the section  "Administration Charge" are also applicable to the maintenance fee.
The maintenance fee can be increased only for Annuities issued subsequent to the
effective date of such change.

Expense Examples

The Expense Examples for SVA 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:
                                                                   1 yr.           3 yrs.            5 yrs.           10 yrs.

<S>                                                                  <C>             <C>               <C>              <C>
WF Asset Allocation                                                  92              128               157              250
WF U.S. Government Allocation                                        91              125               152              240
WF Growth and Income                                                 91              125               152              240
WF Money Market                                                      90              122               147              230
JanCap Growth                                                        96              141               178              291
T. Rowe Price International Equity                                   98              147               188              311
Founders Capital Appreciation                                        97              143               181              298
INVESCO Equity Income                                                95              137               172              280
</TABLE>
<TABLE>
<CAPTION>

If you do not  surrender  your contract you would pay the following  expenses on a $1,000  investment,  assuming 5% annual return on
assets:

Sub-accounts                                                                               After:
                                                                   1 yr.           3 yrs.            5 yrs.           10 yrs.

<S>                                                                  <C>              <C>              <C>              <C>
WF Asset Allocation                                                  22               68               117              250
WF U.S. Government Allocation                                        21               65               112              240
WF Growth and Income                                                 21               65               112              240
WF Money Market                                                      20               62               107              230
JanCap Growth                                                        26               81               138              291
T. Rowe Price International Equity                                   28               87               148              311
Founders Capital Appreciation                                        27               83               141              298
INVESCO Equity Income                                                25               77               132              280
</TABLE>

Breakpoints

The percentage of the  breakpoints in SVA do not depend on the age of the oldest
of any Owner or the Annuitant.

The current breakpoints for SVA 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:

<TABLE>
<CAPTION>
                                                                                Value of Additional Units
         Premium received                                                       as a percentage of premium

         <S>                                                                             <C> 
         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%
</TABLE>

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.

Exchange Contracts:

Subparagraph  (4) under the section  entitled  "Exchange  Contracts" is replaced
with the following for SVA:

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

Auto Saver

The term "auto saver" used in SVAP is the same as the term "bank  drafting" used
in SVA. For SVA, the minimum initial Purchase Payment that must be met within 12
months,  when such a program is utilized,  is $1,000,  and  additional  Purchase
Payments can be as low as $50 if accompanied by Auto Saver authorization.

Additional Amounts in the Fixed Allocation

There is  currently  no  provision  regarding  "Additional  Amounts in the Fixed
Allocation" applicable to SVA.

Rebalancing Program

There is currently no "Rebalancing" available under the SVA contract.

Death Benefits

         The  amount of death  benefit  for SVA during  the  accumulation  phase
differs from SVAP as follows:

         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 most  jurisdictions,  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 jurisdictions  where such minimum death
         benefit described above is not available,  the minimum death benefit is
         the total of all Purchase  Payments  received for your Annuity less the
         total  of all  withdrawals  of  any  type  from  your  Annuity.  In all
         jurisdictions,  for applicable  deaths  occurring on or after age 85 of
         the deceased, the death benefit is the Account Value less any remaining
         contingent deferred sales charge.

         The amount of the death benefit for SVA during the payout phase differs
from SVA as follows:

         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.

Individual Retirement Programs and Tax Sheltered Annuities

With respect to Individual  Retirement Programs such as an individual retirement
account or individual retirement annuity ("IRA"), IRAs generally may not provide
life  insurance,  but they may  provide  a de  minimus  death  benefit.  The SVA
contract provides an increasing minimum death benefit that might be deemed to be
other than a de minimus  death  benefit,  and if so,  might be deemed to be life
insurance.  You are  particularly  cautioned  to seek  advice  from your own tax
advisor  on this  matter.  With  respect  to a tax  sheltered  annuity  ("TSA"),
Purchasers of the SVA 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 TSA. 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 TSA plan.

Annuity Payments

For SVA,  there  was a change  in the  minimum  assumed  interest  rate  used in
determining  guaranteed  minimum  annuity  rates and the minimum  interest  rate
applied from the date Cash Value is applied toward annuitization until the first
annuity payment.  The Annuities first issued had a rate of 4% per year for these
purposes.  Annuities issued after regulatory  approval was obtained for a change
had a rate of 3% per year.

Performance Information

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

<TABLE>
<CAPTION>
                                                  Standard Total Return                         Non-standard Total Return
                                           (Assuming maximum sales charge                      (Assuming maximum sales charge
                                            and maximum maintenance fees)                         and no maintenance fees)

                                                                        Incep-                                             Incep-
                                        1        3        5      10    tion-to-           1        3        5       10    tion-to-
                                       yr.      yr.      yr.     yr.     date            yr.      yr.      yr.      yr.     date

<S>                                  <C>     <C>         <C>      <C>   <C>             <C>       <C>      <C>      <C>     <C>
WF Asset Allocation                  2.78%      N/A      N/A      N/A   11.26%          2.86%     N/A      N/A      N/A     11.35%
WF U.S. Government Allocation       -4.51%      N/A      N/A      N/A    3.18%         -4.44%     N/A      N/A      N/A      3.27%
WF Growth and Income                13.50%      N/A      N/A      N/A   16.82%         13.59%     N/A      N/A      N/A     16.91%
JanCap Growth                       19.28%   15.90%      N/A      N/A   15.70%         19.37%  15.99%      N/A      N/A     15.80%
T. Rowe Price International Equity   5.43%    3.45%      N/A      N/A    3.46%          5.51%   3.52%      N/A      N/A      3.54%
Founders Capital Appreciation       11.17%   16.70%      N/A      N/A   16.77%         11.25%  16.79%      N/A      N/A     16.86%
INVESCO Equity Income                8.28%   10.80%      N/A      N/A   10.84%          8.36%  10.88%      N/A      N/A     10.92%
</TABLE>
<TABLE>
<CAPTION>

                                              Non-standard Total Return                         Non-standard Total Return
                                              (Assuming no sales charge                           (Assuming no sales charge
                                              and no maintenance fees)                             with maintenance fees)

                                                                        Incep-                                             Incep-
                                        1        3        5      10    tion-to-           1        3        5       10    tion-to-
                                       yr.      yr.      yr.     yr.     date            yr.      yr.      yr.      yr.     date

<S>                                  <C>     <C>         <C>      <C>   <C>            <C>     <C>         <C>      <C>     <C>
WF Asset Allocation                  9.80%      N/A      N/A      N/A   13.16%          9.72%     N/A      N/A      N/A     13.07%
WF U.S. Government Allocation        2.51%      N/A      N/A      N/A    5.35%          2.43%     N/A      N/A      N/A      5.27%
WF Growth and Income                20.52%      N/A      N/A      N/A   18.57%         20.44%     N/A      N/A      N/A     18.48%
JanCap Growth                       26.30%   17.45%      N/A      N/A   16.40%         26.22%  17.37%      N/A      N/A     16.30%
T. Rowe Price International Equity  12.45%    5.35%      N/A      N/A    5.38%         12.37%   5.28%      N/A      N/A      5.30%
Founders Capital Appreciation       18.19%   18.23%      N/A      N/A   18.31%         18.11%  18.15%      N/A      N/A     18.23%
INVESCO Equity Income               15.30%   12.48%      N/A      N/A   12.53%         15.22%  12.40%      N/A      N/A     12.45%
</TABLE>


<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: Stagecoach

                              For Written Requests:

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                            For Electronic Requests:

                           [email protected]

                             For Requests by Phone:

                                1-(800)-752-6342

================================================================================
                  PLEASE  SEND ME A STATEMENT  OF  ADDITIONAL  INFORMATION  THAT
                  CONTAINS  FURTHER  DETAILS ABOUT THE AMERICAN  SKANDIA ANNUITY
                  DESCRIBED IN PROSPECTUS WFV2-PROS (5/97).

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



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<PAGE>


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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

                           [email protected]

Issued by:                                                          Serviced 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: 1-800-680-8920                             Telephone:  1-800-680-8920

http://www.American Skandia.com                   http://www.AmericanSkandia.com

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

                         http://www.AmericanSkandia.com


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