AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
S-2/A, 1997-07-22
INSURANCE CARRIERS, NEC
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EDB

         Filed with the Securities and Exchange Commission on July 22, 1997

                            Registration No. 333-26695
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-2

        Initial Registration Statement Under The Securities Act of 1933*

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

                                   CONNECTICUT
         (State or other jurisdiction of incorporation or organization)

                                       63
            (Primary Standard Industrial Classification Code Number)

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

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

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

                                    Copy To:

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

                  Approximate date of commencement of proposed
                 sale to the  public:  July 22, 1997 or as soon as practicable
                 after the effective date of this Registration Statement

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

If the  registrant  elects to  deliver  its  latest  annual  report to  security
holders, or a complete and legible facsimile thereof,  pursuant to Item 11(a)(1)
of the Form, check the following: .

<TABLE>
<CAPTION>
=================================================================================================================================
                                                 Calculation of Registration Fee
            <S>                    <C>                    <C>                   <C>                 <C>
            Title of each                                 Proposed              Proposed
              class of                                     maximum               maximum
             securities              Amount               offering              aggregate             Amount of
                to be                 to be                 price               offering            registration
             registered            registered             per unit                price                  fee
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
          Annuity Contracts                                                    $60,000,000          $18,181.82       
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The proposed  aggregate  offering price is estimated solely for determining the
registration  fee. The amount to be registered and the proposed maximum offering
price per unit are not  applicable  since  these  securities  are not  issued in
predetermined amounts or units.
================================================================================
Registrant  hereby amends this  Registration  Statement on such date or dates as
may be necessary to delay its effective date until the  registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

EDB
<TABLE>
<CAPTION>

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

         S-2 Item No.                                                                            Prospectus Heading

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

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

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

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

5.       Determination of the Offering Price                                               Fixed Investment Options

6.       Dilution                                                                                    Not applicable

7.       Selling Security Holders                                                                    Not applicable

8.       Plan of Distribution                                                                 Sale of the Annuities

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

10.      Interests of named Expert and Counsel                                                       Not Applicable

11.      Information with Respect to the Registrant                                                     The Company

12.      Incorporation of Certain Documents by Reference            Incorporation of Certain Documents by Reference

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

                                                                                                    Part II Heading

14.      Other Expenses of Issuance                                                      Other Expenses of Issuance
         and Distribution                                                                          and Distribution

15.      Indemnification of Directors and Officers                        Indemnification of Directors and Officers

16.      Exhibits                                                                                          Exhibits

17.      Undertakings                                                                                  Undertakings
</TABLE>










                                                                    1

<PAGE>


This  Prospectus  describes a type of annuity (the  "Annuity")  being offered by
American Skandia Life Assurance Corporation ("we", "our" or "us"), One Corporate
Drive, Shelton, Connecticut, 06484. This flexible premium Annuity may be offered
as individual annuity contracts or as interests in a group annuity. The Table of
Contents is on Page 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 52. The Annuity or certain of its  investment  options may not
be  available  in all  jurisdictions.  Various  rights and  benefits  may differ
between jurisdictions to meet applicable laws and/or regulations.

A Purchase  Payment for this Annuity is assessed any  applicable tax charge (see
"Tax  Charges").  It is then  allocated  to the  investment  options you select,
except in certain  jurisdictions,  where  allocations  of  Purchase  Payments we
receive during the "free-look"  period that you direct to any  Sub-accounts  are
temporarily  allocated to the AST 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").
There is a minimum  death  benefit  applicable  for a limited  time  during  the
accumulation phase (see "Death Benefit").

Account Value in the variable investment options increases or decreases daily to
reflect investment  performance and the deduction of charges.  No minimum amount
is guaranteed (see "Account Value in the Sub-accounts"). The variable investment
options are Class 1 Sub-accounts of American Skandia Life Assurance  Corporation
Variable Account B ("Separate Account B")(see "Separate  Accounts" and "Separate
Account  B").  Each  Sub-account  invests  exclusively  in one  portfolio  of an
underlying  mutual fund or in an underlying  mutual fund. As of the date of this
Prospectus,  the underlying  mutual funds (and the portfolios of such underlying
mutual funds in which  Sub-accounts  offered pursuant to this Prospectus invest)
are: (a) American Skandia Trust (portfolios - JanCap Growth,  AST Janus Overseas
Growth, Lord Abbett Growth and Income,  Federated Utility Income, Federated High
Yield,  AST Money  Market,  T.  Rowe  Price  Asset  Allocation,  T.  Rowe  Price
International   Equity,  T.  Rowe  Price  Natural   Resources,   T.  Rowe  Price
International  Bond,  T.  Rowe  Price  Small  Company  Value,  Founders  Capital
Appreciation, Founders Passport, INVESCO Equity Income, PIMCO Total Return Bond,
PIMCO Limited Maturity Bond, Berger Capital Growth,  Robertson  Stephens Value +
Growth, AST Putnam Value Growth & Income, AST Putnam  International  Equity, AST
Putnam  Balanced,   Twentieth  Century  Strategic  Balanced,  Twentieth  Century
International  Growth);  (b) The Alger American Fund (portfolios - Growth, Small
Capitalization, MidCap Growth); (c) Neuberger & Berman Advisers Management Trust
(portfolio - Partners); and (d) Montgomery Variable Series (portfolio - Emerging
Markets).

In most  jurisdictions,  Account  Value may be allocated  to a fixed  investment
option during the accumulation  phase.  Account Value so allocated earns a fixed
rate of  interest  for a  specified  period of time  referred  to as a Guarantee
Period.  Guarantee  Periods of  different  durations  may be offered (see "Fixed
Investment  Options").  Such an allocation and the interest earned is guaranteed
by us only if held to its Maturity  Date, and where required by law, the 30 days
prior to the Maturity  Date.  You are  cautioned  that with respect to the Fixed
Investment  Options  during the  accumulation  phase,  we do not  guarantee  any
minimum  amount,  because the value may be  increased  or  decreased by a market
value  adjustment  (see  "Account  Value  of  the  Fixed  Allocations").  Assets
supporting  such  allocations  in the  accumulation  phase are held in  American
Skandia Life Assurance  Corporation  Separate  Account D ("Separate  Account D")
(see "Separate Accounts" and "Separate Account D").

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

                              (continued on Page 2)

- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL  OFFENSE.  PLEASE
READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
                  FOR FURTHER INFORMATION CALL 1-800-752-6342.
Prospectus Dated: July 22, 1997
Statement of Additional Information Dated: July 22, 1997
EDB-PROS-(07/97)


<PAGE>



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

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


<PAGE>











                        This page has been purposely left blank.





<PAGE>


                                                         TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                                                              <C>
DEFINITIONS........................................................................................................................6
HIGHLIGHTS.........................................................................................................................8
AVAILABLE INFORMATION.............................................................................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................................................................10
CONTRACT EXPENSE SUMMARY..........................................................................................................11
EXPENSE EXAMPLES..................................................................................................................12
CONDENSED FINANCIAL INFORMATION...................................................................................................13
   Unit Prices And Numbers Of Units...............................................................................................13
   Yields On Money Market Sub-account.............................................................................................17
INVESTMENT OPTIONS................................................................................................................17
   Variable Investment Options....................................................................................................17
   Fixed Investment Options.......................................................................................................18
OPERATIONS OF THE SEPARATE ACCOUNTS...............................................................................................19
   Separate Accounts..............................................................................................................19
   Separate Account B.............................................................................................................20
   Separate Account D.............................................................................................................20
INSURANCE ASPECTS OF THE ANNUITY..................................................................................................21
CHARGES ASSESSED OR ASSESSABLE AGAINST THE ANNUITY................................................................................21
   Contingent Deferred Sales Charge...............................................................................................21
   Maintenance Fee................................................................................................................22
   Tax Charges....................................................................................................................22
   Transfer Fee...................................................................................................................22
   Allocation Of Annuity Charges..................................................................................................22
CHARGES ASSESSED AGAINST THE ASSETS...............................................................................................22
CHARGES OF THE UNDERLYING MUTUAL FUNDS............................................................................................23
PURCHASING ANNUITIES..............................................................................................................23
   Uses Of The Annuity............................................................................................................23
   Application And Initial Payment................................................................................................23
   Skandia's Systematic Investment Plan...........................................................................................24
   Periodic Purchase Payments.....................................................................................................24
   Right to Return the Annuity....................................................................................................24
   Allocation of Net Purchase Payments............................................................................................24
   Balanced Investment Program....................................................................................................24
   Ownership, Annuitant and Beneficiary Designations..............................................................................25
ACCOUNT VALUE AND SURRENDER VALUE.................................................................................................25
   Account Value in the Sub-accounts..............................................................................................25
   Account Value of the Fixed Allocations.........................................................................................26
RIGHTS, BENEFITS AND SERVICES.....................................................................................................26
   Additional Purchase Payments...................................................................................................26
   Changing Revocable Designations................................................................................................27
   Allocation Rules...............................................................................................................27
   Transfers......................................................................................................................27
     Renewals.....................................................................................................................28
     Dollar Cost Averaging........................................................................................................28
     Rebalancing..................................................................................................................29
   Distributions..................................................................................................................29
     Surrender....................................................................................................................29
     Medically-Related Surrender..................................................................................................29
     Free Withdrawals.............................................................................................................30
     Partial Withdrawals..........................................................................................................30
     Systematic Withdrawals.......................................................................................................31
     Minimum Distributions........................................................................................................31
     Death Benefit................................................................................................................32
     Annuity Payments.............................................................................................................34
     Qualified Plan Withdrawal Limitations........................................................................................35
   Pricing of Transfers and Distributions.........................................................................................35
   Voting Rights..................................................................................................................36
   Transfers, Assignments or Pledges..............................................................................................36
   Reports to You.................................................................................................................36
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
     Loans, Assignments and Pledges...............................................................................................39
     Gifts........................................................................................................................39
     Penalty on Distributions.....................................................................................................39
     Annuity Payments.............................................................................................................39
     Tax Free Exchanges...........................................................................................................39
     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....................................................40
     Individual Retirement Programs...............................................................................................40
     Tax Sheltered Annuities......................................................................................................41
     Corporate Pension and Profit-sharing Plans...................................................................................41
     Tax Treatment of Distributions from Qualified Annuities......................................................................41
     Section 457 Plans............................................................................................................41
OTHER MATTERS.....................................................................................................................41
   Deferral of Transactions.......................................................................................................41
   Resolving Material Conflicts...................................................................................................41
   Modification...................................................................................................................42
   Misstatement of Age or Sex.....................................................................................................42
   Ending the Offer...............................................................................................................42
   Indemnification................................................................................................................42
   Legal Proceedings..............................................................................................................42
THE COMPANY.......................................................................................................................43
   Lines of Business..............................................................................................................43
   Selected Financial Data........................................................................................................43
   Management's Discussion and Analysis of Financial Condition and Results of Operations..........................................45
   Results of Operation...........................................................................................................45
   Liquidity and Capital Resources................................................................................................46
     Segment Information..........................................................................................................47
   Reinsurance....................................................................................................................47
   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...............................................................................52
FINANCIAL STATEMENTS..............................................................................................................52
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION..................................................53
APPENDIX B  SHORT DESCRIPTIONS  OF THE UNDERLYING MUTUAL FUNDS' PORTFOLIO INVESTMENT
  OBJECTIVES AND POLICIES.........................................................................................................53

</TABLE>

<PAGE>







<PAGE>


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

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

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

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

ANNUITY DATE is the date annuity payments are to commence.

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

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

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

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

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

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

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

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

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

   
INSURANCE  CHARGE is the  combination  of the Mortality and Expense Risk Charges
and the  Administration  Charge as described in the  Contract  Expense  Summary.
    

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 to us for  certain  rights,
privileges and benefits provided under an Annuity according to its terms.

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

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

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

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

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

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

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

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

"You" or "your" means the Owner.



<PAGE>


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

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

During  the  accumulation  phase,  we  currently  offer  a  number  of  variable
investment options. Each of these investment options is a Class 1 Sub-account of
Separate  Account B. Each  Sub-account  invests  exclusively  in one  underlying
mutual fund, or a portfolio of an underlying  mutual fund. The underlying mutual
fund  portfolios  are  managed by various  investment  advisors,  and in certain
cases, various  sub-advisors.  A short description of the investment  objectives
and policies is found in Appendix B. Certain variable investment options may not
be available in all jurisdictions.

As of the  date of  this  Prospectus,  the  underlying  mutual  funds  (and  the
portfolios  of such  underlying  mutual  funds  in  which  Sub-accounts  offered
pursuant to this Prospectus  invest) are: (a) American Skandia Trust (portfolios
- - JanCap  Growth,  AST Janus  Overseas  Growth,  Lord Abbett  Growth and Income,
Federated Utility Income,  Federated High Yield, AST Money Market, T. Rowe Price
Asset  Allocation,  T. Rowe Price  International  Equity,  T. Rowe Price Natural
Resources,  T. Rowe Price International Bond, T. Rowe Price Small Company Value,
Founders Capital Appreciation,  Founders Passport,  INVESCO Equity Income, PIMCO
Total Return Bond, PIMCO Limited Maturity Bond, Berger Capital Growth, Robertson
Stephens  Value  +  Growth,  AST  Putnam  Value  Growth  &  Income,  AST  Putnam
International Equity, AST Putnam Balanced, Twentieth Century Strategic Balanced,
Twentieth Century International Growth); (b) The Alger American Fund (portfolios
- - Growth, Small Capitalization,  MidCap Growth); (c) Neuberger & Berman Advisers
Management  Trust  (portfolio - Partners);  and (d) Montgomery  Variable  Series
(portfolio - Emerging Markets).

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

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

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

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

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

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

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

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

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

     (5) Charge  Assessed  Against the Assets:  An insurance  charge is assessed
against  assets  in the  Sub-accounts.  No charge is  deducted  from the  assets
supporting Fixed  Allocations.  For more  information,  see the section entitled
Charge Assessed Against the Assets.

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

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

     (8) Account  Value and  Surrender  Value:  In the  accumulation  phase your
Annuity has an Account Value.  Your total Account Value as of a particular  date
is the  sum of  your  Account  Value  in  each  Sub-account  and in  each  Fixed
Allocation.  Surrender Value is the Account Value less any applicable contingent
deferred  sales charge and any  applicable  maintenance  fee. To determine  your
Account Value in each Sub-account we multiply the Unit Price as of the Valuation
Period  for which  the  calculation  is being  made  times  the  number of Units
attributable  to you in that  Sub-account as of that Valuation  Period.  We also
determine  your Account  Value  separately  for each Fixed  Allocation.  A Fixed
Allocation's  Account Value as of a particular date is determined by multiplying
its then  current  Interim  Value  times  the  MVA.  No MVA  applies  to a Fixed
Allocation  as of its Maturity  Date,  and,  where  required by law, the 30 days
prior to the Maturity  Date.  Under certain  circumstances,  the MVA formula may
change.  For more  information,  see the  section  entitled  Account  Value  and
Surrender Value, including the following  subsections:  (a) Account Value in the
Sub-accounts; (b) Account Value of Fixed Allocations; and (c) Additional Amounts
in the Fixed Allocations.

     (9) Rights, Benefits and Services: You have a number of rights and benefits
under an Annuity once issued.  We also currently provide a number of services to
Owners. These rights, benefits and services are subject to a number of rules and
conditions. These rights, benefits and services include, but are not limited to,
those  described in this  Prospectus.  We accept  additional  Purchase  Payments
during  the  accumulation  phase.  You may use bank  drafting  to make  Purchase
Payments.  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) Changing Revocable  Designations;  (c) Allocation Rules; (d) Transfers;  (e)
Renewals;  (f)  Dollar  Cost  Averaging;  (g)  Rebalancing;   (h)  Distributions
(including:   (i)  Surrender;  (ii)  Medically-Related   Surrender;  (iii)  Free
Withdrawals;  (iv) Partial Withdrawals; (v) Systematic Withdrawals; (vi) Minimum
Distributions;  (vii) Death Benefit; (viii) Annuity Payments; and (ix) Qualified
Plan Withdrawal  Limitations);  (i) Pricing of Transfers and  Distributions  (j)
Voting Rights; (k) Transfers, Assignments and Pledges; and (l) Reports to You.

     (10) The Company:  American Skandia Life Assurance  Corporation is a wholly
owned  subsidiary of American  Skandia  Investment  Holding  Corporation,  whose
indirect parent is Skandia Insurance Company Ltd. Skandia Insurance Company Ltd.
is a  Swedish  company  that  holds a  number  of  insurance  companies  in many
countries.   The  predecessor  to  Skandia  Insurance  Company  Ltd.   commenced
operations in 1855. For more  information,  see the section entitled The Company
and the following  subsections:  (a) Lines of Business;  (b) Selected  Financial
Data;  (c)  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations (including: (i) Results of Operations;  (ii) Liquidity and
Capital  Resources;  and  (iii)  Segment  Information);   (d)  Reinsurance;  (e)
Reserves;  (f)  Competition;  (g) Employees;  (h) Regulation;  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, Concierge Desk, 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".  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  exhibits  thereto at the SEC's  public  reference
facilities at the above address, Room 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:  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.  The  Annual  Report on Form 10-K for the year
ended December 31, 1996 and Quarterly  Report on Form 10-Q for the quarter ended
March 31, 1997 previously filed by the Company with the SEC under the Securities
Exchange Act of 1934 is incorporated by reference in this Prospectus.

We furnish you without charge a copy of any or all of the documents incorporated
by reference in this Prospectus,  including any exhibits to such documents which
have been specifically  incorporated by reference. We do so upon receipt of your
written or oral request.  Please  address your request to American  Skandia Life
Assurance  Corporation,  Attention:  Concierge  Desk,  P.O.  Box  883,  Shelton,
Connecticut,  06484. Our phone number is 1-(800)  752-6342.  Our electronic mail
address is [email protected].



<PAGE>


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

                            Your Transaction Expenses

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

Contingent  Deferred  Sales Charge,  as a     Year 1-7.0%; year 2-6.0%; 
percentage of Purchase Payments liquidated,   year 3-5.0%; year 4-4.0%;
in New York State                             year 5-3.0%; year 6-2.0%;
                                              year 7-1.0%; year 8 and
                                              thereafter-0% of each Purchase 
                                              Payment as measured from the date
                                              it was allocated to Account Value




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

Tax Charges         Dependent on the requirements of the applicable jurisdiction

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

                      Annual Expenses of the Sub-accounts
                  (as a percentage of average daily net assets)
   
Mortality and Expense Risk Charges                                    1.25%
Administration Charge                                                 0.15%
                                                                      -----
Total Annual Expenses of the Sub-accounts*                            1.40%

*The  combination  of the Mortality and Expense Risk Charges and  Administration
Charge is referred to as the "Insurance Charge" elsewhere in this Prospectus and
in the Annuity contract.
    

                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.



<PAGE>


<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
- ------------------------------------------------------------------------------------------------------------------------------------
American Skandia Trust
<S>                                 <C>           <C>              <C>            <C>             <C>          <C>
  Lord Abbett Growth and Income       N/A         0.75%              N/A          0.22%             N/A        0.97%
  JanCap Growth                       N/A         0.90%              N/A          0.20%             N/A        1.10%
  AST Janus Overseas Growth(1)        N/A         1.00%              N/A          0.42%             N/A        1.42%
  AST Money Market                  0.45%         0.50%            0.15%          0.21%           0.60%        0.71%
  Federated Utility Income            N/A         0.67%              N/A          0.26%             N/A        0.93%
  Federated High Yield                N/A         0.75%              N/A          0.28%             N/A        1.03%
  T. Rowe Price Asset Allocation      N/A         0.85%              N/A          0.35%             N/A        1.20%
  T. Rowe Price Int'l Equity          N/A         1.00%              N/A          0.30%             N/A        1.30%
  T. Rowe Price Natural Resources     N/A         0.90%              N/A          0.40%             N/A        1.30%
  T. Rowe Price Int'l Bond(2)         N/A         0.80%              N/A          0.36%             N/A        1.16%
  T. Rowe Price Small Co. Value(1)    N/A         0.90%              N/A          0.37%             N/A        1.27%
  Founders Capital Appreciation       N/A         0.90%              N/A          0.26%             N/A        1.16%
  Founders Passport                   N/A         1.00%              N/A          0.36%             N/A        1.36%
  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%
  Robertson Stephens Value + Growth(3)N/A         1.00%              N/A          0.33%             N/A        1.33%
  Twentieth Century Int'l Growth(1)   N/A         1.00%              N/A          0.42%             N/A        1.42%
  Twentieth Century Strategic Bal.(1) N/A         0.85%              N/A          0.33%             N/A        1.18%
  AST Putnam Value Growth & Income(1) N/A         0.75%              N/A          0.33%             N/A        1.08%
  AST Putnam Int'l Equity(4)          N/A         0.89%              N/A          0.27%             N/A        1.16%
  AST Putnam Balanced(5)              N/A         0.75%              N/A          0.24%             N/A        0.99%

The Alger American Fund
  Growth                              N/A         0.75%              N/A          0.04%             N/A        0.79%
  Small Capitalization                N/A         0.85%              N/A          0.03%             N/A        0.88%
  MidCap Growth                       N/A         0.80%              N/A          0.04%             N/A        0.84%

Neuberger & Berman Advisers
   Management Trust
  Partners                            N/A         0.84%              N/A          0.11%             N/A        0.95%

Montgomery Variable Series
  Emerging Markets(3)               0.23%         1.25%            1.22%          1.22%           1.45%        2.47%
</TABLE>

(1) These Portfolios were first offered publicly in January 1997. Expenses shown
are based on estimated  amounts for the current fiscal year.

(2) Prior to May 1, 1996, the Investment Manager had engaged Scudder,
Stevens & Clark,  Inc. as Sub-advisor for the Portfolio,  for a total Investment
Management  fee  payable at the annual  rate of 1.00% of the  average  daily net
assets of the Portfolio.  As of May 1, 1996, the Investment Manager engaged Rowe
Price-Fleming International,  Inc. as Sub-advisor for the Portfolio, for a total
Investment  Management  fee  payable at the annual  rate of .80% of the  average
daily net  assets  of the  Portfolio.  The  Management  Fee in the  above  chart
reflects  the  current  Investment  Management  fee  payable  to the  Investment
Manager.

(3) This Portfolio commenced operation in May, 1996. Expenses shown are
estimated.

(4) Prior to October 15, 1996, the Investment Manager had engaged Seligman
Henderson  Co.  as  Sub-advisor  for  the  Portfolio,  for  a  total  Investment
Management  fee  payable at the  annual  rate of 1.0% of the  average  daily net
assets of the Portfolio.  The Investment  Manager had also voluntarily agreed to
waive a portion of its fee equal to .15% on assets in excess of $75 million.  As
of  October  15,  1996,  the  Investment   Manager  engaged  Putnam   Investment
Management,  Inc.  as  Sub-advisor  for the  Portfolio,  for a total  Investment
Management  fee  payable at the  annual  rate of 1.0% of the  average  daily net
assets  of the  Portfolio  not  in  excess  of $75  million;  plus  .85%  of the
Portfolio's average daily net assets over $75 million. The Management Fee in the
above  chart  reflects  the  current  Investment  Management  fee payable to the
Investment Manager.

(5) Prior to October 15, 1996, the Investment Manager had engaged Phoenix
Investment  Counsel,  Inc.  as  Sub-advisor  for  the  Portfolio,  for  a  total
Investment  Management  fee  payable at the annual  rate of .75% of the  average
daily net assets of the Portfolio not in excess of $75 million; plus .65% of the
Portfolio's average daily net assets in excess of $75 million. As of October 15,
1996,  the Investment  Manager  engaged Putnam  Investment  Management,  Inc. as
Sub-advisor for the Portfolio,  for a total Investment Management fee payable at
the annual rate of .75% of the average  daily net assets of the Portfolio not in
excess of $300 million; plus .70% of the Portfolio's average daily net assets in
excess of $300  million.  The  Management  Fee in the above chart  reflects  the
current Investment Management fee payable to the Investment Manager.

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 of the underlying mutual
fund portfolios.

The examples shown assume that: (a) all your Account Value is maintained only in
Sub-accounts;   (b)  fees  and  expenses  remain  constant;  (c)  there  are  no
withdrawals of Account Value during the period shown; (d) there are no transfers
or other  transactions  subject to a fee during  the  period  shown;  (e) no tax
charge  applies;  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  FUNDS OR
THEIR  PORTFOLIOS - ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
Sub-accounts are referred to below by their specific names.

           Examples (amounts shown are rounded to the nearest dollar)



<PAGE>


         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:



         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:



<PAGE>


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

<S>                                      <C>      <C>      <C>      <C>                               <C>      <C>     <C>     <C>
JanCap Growth                            101      141      178      291                               26       81      138     291
AST Janus Overseas Growth                105      151      194      324                               30       91      154     324
LA Growth and Income                     100      137      171      278                               25       77      131     278
Fed Utility Inc                          100      136      169      274                               25       76      129     274
Fed High Yield                           101      139      174      285                               26       79      134     285
AST Money Market                          96      125      152      240                               21       65      112     240
T. Rowe Price Asset Allocation           102      144      183      301                               27       84      143     301
T. Rowe Price International Equity       103      147      188      311                               28       87      148     311
T. Rowe Price Natural Resources          103      147      188      311                               28       87      148     311
T. Rowe Price International Bond         102      143      181      298                               27       83      141     298
T. Rowe Price Small Company Value        103      146      186      308                               28       86      146     308
Founders Capital Appreciation            102      143      181      298                               27       83      141     298
Founders Passport                        104      149      191      318                               29       89      151     318
INVESCO Equity Income                    100      137      172      280                               25       77      132     280
PIMCO Total Return Bond                   99      134      167      270                               24       74      127     270
PIMCO Limited Maturity Bond               99      134      167      270                               24       74      127     270
Berger Capital Growth                    100      138      173      283                               25       78      133     283
RS Value + Growth                        104      148      189      314                               29       88      149     314
AST Putnam Value Growth & Income         101      140      177      290                               26       80      137     290
AST Putnam International Equity          102      143      181      298                               27       83      141     298
AST Putnam Balanced                      100      137      172      280                               25       77      132     280
Twentieth Century Strategic Balanced     102      143      182      300                               27       83      142     300
Twentieth Century International Growth   105      151      194      324                               30       91      154     324
AA Growth                                 98      131      162      260                               23       71      122     260
AA Small Capitalization                   99      134      167      270                               24       74      127     270
AA MidCap Growth                          99      133      164      265                               24       73      124     265
NB Partners                              100      136      170      277                               25       76      130     277
MV Emerging Markets                      105      151      195      325                               30       91      155     325
</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 AST Money  Market  Sub-account.  All or some of
these Sub-accounts were available during the periods shown as investment options
for other variable  annuities we offer pursuant to different  prospectuses.  The
charges  assessed  against  the  Sub-accounts  under  the  terms of those  other
variable   annuities  are  the  same  as  the  charges   assessed  against  such
Sub-accounts under the Annuity offered pursuant to this Prospectus.

                  Unit Prices And Numbers Of Units:  The following  table shows:
(a) the Unit  Price  as of the  dates  shown  for  Units in each of the  Class 1
Sub-accounts of Separate Account B 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.



<PAGE>


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

                         AA                                                             AST
                        Small                            AA              AST          Putnam
                       Capitali-         AA            MidCap          Money        International     Founders          JanCap
                       zation          Growth          Growth          Market         Equity          Passport          Growth
                       (1988)          (1988)          (1993)          (1992)         (1989)           (1995)           (1992)
                       ------          ------          ------          ------         ------           ------           ------
No. of Units
<S>                <C>             <C>             <C>             <C>             <C>               <C>              <C>       
  as of 12/31/96   14,939,269      15,666,357      14,528,945      42,435,169      17,220,688        9,922,698        46,779,164
  as of 12/31/95   12,317,364      12,092,291       8,299,743      30,564,442      14,393,137        2,601,283        28,662,737
  as of 12/31/94    9,356,764       5,614,760       4,308,374      27,491,389      14,043,215                0        22,354,170
  as of 12/31/93    7,101,658       2,997,458       1,450,892      11,422,783       9,063,464                0        13,603,637
  as of 12/31/92    4,846,024       1,482,037               0         457,872       1,948,773                0         1,476,139
  as of 12/31/91    2,172,189         559,779               0               0       1,092,902                0                 0
  as of 12/31/90      419,718          82,302               0               0         398,709                0                 0
  as of 12/31/89       35,438           6,900               0               0          29,858                0                 0
  as of 12/31/88        3,000               0               0               0               0                0                 0

Unit Price
  as of 12/31/96       $40.85          $34.84          $20.96          $11.16          $19.70           $11.39            $18.79
  as of 12/31/95        39.78           31.18           19.00           10.77           18.23            10.23             14.85
  as of 12/31/94        27.95           23.18           13.34           10.35           16.80                0             10.91
  as of 12/31/93        29.65           23.18           13.74           10.12           16.60                0             11.59
  as of 12/31/92        26.54           19.19               0           10.01           12.37                0             10.51
  as of 12/31/91        26.00           17.32               0               0           13.69                0                 0
  as of 12/31/90        16.74           12.51               0               0           12.98                0                 0
  as of 12/31/89        15.61           12.19               0               0           13.64                0                 0
  as of 12/31/88         9.63            9.96               0               0               0                0                 0

                                     Sub-account and the Year Sub-account Operations Commenced

                         LA                                                           T. Rowe          T. Rowe          T. Rowe
                       Growth            AST             Fed             Fed           Price            Price            Price
                         and           Putnam          Utility          High           Asset        International       Natural
                       Income         Balanced         Income           Yield       Allocation         Equity          Resources
                       (1992)          (1993)          (1993)          (1994)         (1994)           (1994)           (1995)
No. of Units
  as of 12/31/96   28,937,085      20,691,852       9,062,152      15,460,522       8,863,840       32,628,595         6,061,852
  as of 12/31/95   18,411,759      20,163,848       8,642,186       6,915,158       4,868,956       17,935,251           808,605
  as of 12/31/94    7,479,449      13,986,604       7,177,232       2,106,791       2,320,063       11,166,758                 0
  as of 12/31/93    4,058,228       8,743,758       5,390,887               0               0                0                 0
  as of 12/31/92      956,949               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0

Unit Price
  as of 12/31/96       $17.79          $13.70          $13.41          $12.62          $13.30           $11.70            $14.19
  as of 12/31/95        15.22           12.49           12.20           11.27           11.92            10.39             11.01
  as of 12/31/94        11.98           10.34            9.81            9.56            9.80             9.49                 0
  as of 12/31/93        11.88           10.47           10.69               0               0                0                 0
  as of 12/31/92        10.60               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0

                                     Sub-account and the Year Sub-account Operations Commenced

                       T. Rowe                                          PIMCO          PIMCO
                        Price         Founders         INVESCO          Total         Limited          Berger
                    International      Capital         Equity          Return        Maturity         Capital             NB
                        Bond        Appreciation       Income           Bond           Bond            Growth          Partners
                       (1994)          (1994)          (1994)          (1994)         (1995)           (1994)           (1995)
                       ------          -----           ------          ------         ------           ------           ------
No. of Units
  as of 12/31/96    8,677,712      12,282,211      23,592,226      29,921,643      18,894,375        9,563,858        18,457,334
  as of 12/31/95    4,186,695       6,076,373      13,883,712      19,061,840      15,058,644        3,658,836         7,958,498
  as of 12/31/94    1,562,364       2,575,105       6,633,333       4,577,708               0          301,267                 0
  as of 12/31/93            0               0               0               0               0                0                 0
  as of 12/31/92            0               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0

Unit Price
  as of 12/31/96       $10.98          $16.54          $14.23          $11.48          $10.62           $13.99            $15.39
  as of 12/31/95        10.51           13.97           12.33           11.26           10.37            12.20             12.05
  as of 12/31/94         9.59           10.69            9.61            9.61               0             9.94                 0
  as of 12/31/93            0               0               0               0               0                0                 0
  as of 12/31/92            0               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0

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

                         RS              MV
                       Value +        Emerging
                       Growth          Markets
                       (1996)          (1996)
No. of Units
  as of 12/31/96    4,324,161       2,360,940
  as of 12/31/95            0               0
  as of 12/31/94            0               0
  as of 12/31/93            0               0
  as of 12/31/92            0               0
  as of 12/31/91            0               0
  as of 12/31/90            0               0
  as of 12/31/89            0               0
  as of 12/31/88            0               0

Unit Price
  as of 12/31/96       $10.89          $10.25
  as of 12/31/95            0               0
  as of 12/31/94            0               0
  as of 12/31/93            0               0
  as of 12/31/92            0               0
  as of 12/31/91            0               0
  as of 12/31/90            0               0
  as of 12/31/89            0               0
  as of 12/31/88            0               0


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

     Sub-account              Current Yield                     Effective Yield
   AST Money Market                3.53%                              3.59%

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

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

                    Underlying Mutual Fund:                                   The Alger American Fund

                      Sub-account                                           Underlying Mutual Fund Portfolio

<S>                   <C>                                                   <C>          <C>    <C>    <C>
                      AA Growth                                                           Growth
                      AA Small Capitalization                                             Small Capitalization
                      AA MidCap Growth                                                           MidCap Growth

                      Underlying Mutual Fund:                                      Neuberger & Berman Advisers
                                                                                              Management Trust

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      NB Partners                                                                     Partners

                      Underlying Mutual Fund:                                           American Skandia Trust

                      Sub-account                                            Underlying Mutual Fund Portfolio

                      JanCap Growth                                                              JanCap Growth
                      AST Janus Overseas Growth                                      AST Janus Overseas Growth
                      LA Growth and Income                                       Lord Abbett Growth and Income
                      Fed Utility Inc                                                 Federated Utility Income
                      Fed High Yield                                                      Federated High Yield
                      AST Money Market                                                        AST Money Market
                      T. Rowe Price Asset Allocation                            T. Rowe Price Asset Allocation
                      T. Rowe Price International Equity                    T. Rowe Price International Equity
                      T. Rowe Price Natural Resources                          T. Rowe Price Natural Resources
                      T. Rowe Price International Bond                        T. Rowe Price International Bond
                      T. Rowe Price Small Company Value                      T. Rowe Price Small Company Value
                      Founders Capital Appreciation                              Founders Capital Appreciation
                      Founders Passport                                                      Founders Passport
                      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
                      RS Value + Growth                                      Robertson Stephens Value + Growth

                      Underlying Mutual Fund:                                           American Skandia Trust

                      AST Putnam Value Growth & Income                        AST Putnam Value Growth & Income
                      AST Putnam International Equity                          AST Putnam International Equity
                      AST Putnam Balanced                                                  AST Putnam Balanced
                      Twentieth Century Strategic Balanced                Twentieth Century Strategic Balanced
                      Twentieth Century International Growth            Twentieth Century International Growth

                      Underlying Mutual Fund:                                       Montgomery Variable Series

                      Sub-account                                             Underlying Mutual Fund Portfolio

                      MV Emerging Markets                        Montgomery Variable Series:  Emerging Markets
</TABLE>

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

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

Each underlying  mutual fund is registered  under the Investment  Company Act of
1940, as amended (the "1940 Act") as an open-end management  investment company.
Each underlying  mutual fund or portfolio  thereof may or may not be diversified
as defined in the 1940 Act. As of the date of this Prospectus, the portfolios in
which  Sub-accounts  offered pursuant to this Prospectus  invest are those shown
above.  A summary of the investment  objectives and policies of such  underlying
mutual fund  portfolios  is found in Appendix B. The trustees or  directors,  as
applicable,  of an  underlying  mutual  fund may add,  eliminate  or  substitute
portfolios from time to time. Generally,  each portfolio issues a separate class
of shares.  Shares of the  underlying  mutual fund  portfolios  are available 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 our Concierge Desk, 1-800-752-6342 or
writing  to us at either  P.O.  Box 883,  Attention:  Concierge  Desk,  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 may take those  steps  needed to make such  Fixed  Allocations
available to purchasers to whom  Annuities were issued prior to the date of such
approval.

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

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

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

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 insurance risks in relation to
Fixed Allocations, general economic trends and competition. OUR MANAGEMENT MAKES
THE FINAL  DETERMINATION AS TO INTEREST RATES TO BE CREDITED.  WE CANNOT PREDICT
THE RATES WE WILL DECLARE IN THE FUTURE.

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

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

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

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

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

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

The only  Sub-accounts  available for allocation of your Account Value are those
offered pursuant to this Prospectus.  Persons  interested in our other annuities
may be offered the same or different  Sub-accounts of Separate  Account B or any
of our other separate  accounts.  Such sub-accounts may invest in some or all of
the same underlying  mutual funds or portfolios of such underlying  mutual funds
as the Sub-accounts offered pursuant to this Prospectus.  As of the date of this
Prospectus,  the Annuities  offered  pursuant to this  Prospectus  and annuities
offered pursuant to a number of other prospectuses  maintained assets in Class 1
Sub-accounts.  We may offer additional annuities that maintain assets in Class 1
Sub-accounts.  In  addition,  some of the  Class 1  Sub-accounts  may  invest in
underlying   mutual  funds  or  underlying   mutual  fund  portfolios  in  which
Sub-accounts in other classes of Separate Account B invest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  Contingent  Deferred  Sales  Charge:  Although  we incur sales
expenses in connection  with the sale of contracts (for example,  preparation of
sales literature,  expenses of selling and distributing the contracts, including
commissions, and other promotional costs), we do not deduct any charge from your
Purchase Payments for such expenses. However, a contingent deferred sales charge
may be  assessed.  We assess a  contingent  deferred  sales  charge  against the
portion of any  withdrawal or surrender  that is deemed to be a  liquidation  of
your Purchase  Payments paid within the preceding  seven years.  The  contingent
deferred sales charge applies to each Purchase Payment that is liquidated. It is
a decreasing  percentage of each Purchase Payment being  liquidated.  The charge
decreases  as the  Purchase  Payment  ages.  The aging of a Purchase  Payment is
measured  from the date it is  applied  to your  Account  Value.  The charge for
Annuities  issued for  delivery  in  jurisdictions  except New York is: year 1 -
7.5%; year 2 - 7.0%; year 3 - 6.0%; year 4 - 5.0%; year 5 - 4.0%; year 6 - 3.0%;
year 7 - 2.0%;  year 8 and thereafter - 0%. The charge for Annuities  issued for
delivery in New York is: year 1 -7.0%;  year 2 - 6.0%;  year 3 - 5.0%;  year 4 -
4.0%; year 5 - 3.0%; year 6 - 2.0%; year 7 - 1.0%; 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 a liquidation
of Purchase  Payments.  Account Value is deemed withdrawn  according to specific
rules in determining how much, if any,  contingent deferred sales charge applies
to a partial  withdrawal  (see  "Partial  Withdrawal").  There is no  contingent
deferred  sales charge on Purchase  Payments  that were applied at least 7 years
prior to the date of  either a full  surrender  or a partial  withdrawal.  Where
permitted by law, any  contingent  deferred  sales charge  applicable  to a full
surrender  is  waived  if such  full  surrender  qualifies  under our rules as a
medically-related withdrawal (see "Medically-Related Surrenders").

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

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

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.

                  Maintenance Fee: A maintenance fee equaling the smaller of $30
or 2% of your then current  Account Value is deducted from the Account Values in
the Sub-accounts annually and upon surrender.  The fee is limited to the Account
Values in the Sub-accounts as of the Valuation Period such fee is due.

                  Tax  Charges:  In  several  states a tax is  payable.  We will
deduct the amount of tax payable at the time the tax is imposed under applicable
law.  However,  we reserve the right to deduct premium taxes,  if any, from your
Purchase  Payments,  from  your  Account  Value at the time of a  withdrawal  or
surrender of any type,  or when applied under an Annuity  option.  The amount of
the tax varies from jurisdiction to jurisdiction.  It may also vary depending on
whether the Annuity  qualifies  for certain  treatment  under the Code.  In each
jurisdiction,  the state  legislature  may change the amount of any current tax,
may  decide to impose  the tax,  eliminate  it,  or change  the time it  becomes
payable. In those jurisdictions  imposing such a tax, the tax rates currently in
effect range up to 31/2% 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.  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.

CHARGE  ASSESSED  AGAINST  THE  ASSETS:  We assess  the  assets of each  Class 1
Sub-account  an  insurance  charge.  The charge is assessed  daily  against each
Sub-account  at the rate of 1.40% per year of the  average  daily total value of
such  Sub-account.  No Insurance Charge is 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
charge is 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.

From time to time we may reduce the amount of the insurance charge. We may do so
when  Annuities are sold to  individuals  or a group of  individuals in a manner
that reduces maintenance and/or administrative  expenses. We would consider such
factors  as:  (a) the  size and  type of  group;  (b) the  number  of  Annuities
purchased  by an Owner;  (c) the amount of Purchase  Payments;  and/or (d) other
transactions where maintenance and/or  administration  expenses are likely to be
reduced.  Any reduction of such charge will not  discriminate  unfairly  between
Annuity purchasers.  We will not make any change to this charge where prohibited
by law.

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  insurance  charge  may be  insufficient  to cover our
administrative and other costs not related to mortality experience.

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

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

                  Uses Of The Annuity:  The Annuity may be issued in  connection
with or purchased as a funding vehicle for certain  retirement plans designed to
meet the requirements of various  sections of the Code.  These include,  but are
not limited to: (a)  Sections  401  (corporate,  association,  or  self-employed
individuals'  retirement  plans);  (b) Section 403(b)  (tax-sheltered  annuities
available  to employees of certain  qualifying  employers);  and (c) Section 408
(individual  retirement accounts and individual  retirement  annuities - "IRAs";
Simplified Employee Pensions).  We may require additional  information regarding
such  plans  before  we issue an  Annuity  to be used in  connection  with  such
retirement plans. We may also restrict or change certain rights and benefits if,
in our opinion,  such  restrictions or changes are necessary for your Annuity to
be used in  connection  with such  retirement  plans.  We may elect to no longer
offer  Annuities in connection with various  retirement  plans.  Currently,  the
Annuity is not offered in  connection  with  Section 401 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.

   
As of the Issue Date: (a) if the Annuity is to be owned by natural persons,  the
oldest of those persons must be age 75 or under; and (b) if the Annuity is to be
owned by an entity, the Annuitant must be age 75 or under.
    
The minimum  initial  Purchase  Payment we accept is $1,000 unless you authorize
the use of bank drafting to make Purchase  Payments (see  "Skandia's  Systematic
Investment  Plan"). If you choose bank drafting,  we will accept a lower initial
Purchase Payment provided that the Purchase  Payments received in the first year
total at least $1,000.  The initial Purchase Payment must be paid by check or by
wire transfer. It cannot be made through bank drafting. Our Office must give you
prior  approval  before we accept a Purchase  Payment  that would  result in the
Account  Value of all  annuities  you maintain  with us exceeding  $500,000.  We
confirm each Purchase Payment in writing.  Multiple annuities  purchased from us
within the same  calendar year may be treated for tax purposes as if they were a
single  annuity (see  "Certain Tax  Considerations").  

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

                  Skandia's  Systematic  Investment Plan ("bank drafting"):  You
may make  Purchase  Payments to your Annuity using bank  drafting,  but only for
allocations to variable investment options.  However,  you must pay at least one
prior  Purchase  Payment by check or wire  transfer.  We will  accept an initial
Purchase Payment lower than our standard minimum Purchase Payment requirement of
$1,000 if you also furnish bank drafting  instructions that provide amounts that
will meet a $1,000  minimum  Purchase  Payment  requirement to be paid within 12
months.  We will accept an initial Purchase Payment in an amount as low as $100,
but it  must be  accompanied  by a bank  drafting  authorization  form  allowing
monthly Purchase Payments of at least $75.

                  Periodic Purchase Payments:  We may, from time-to-time,  offer
opportunities  to make  Purchase  Payments  automatically  on a periodic  basis,
subject to our rules. These  opportunities may include,  but are not limited to,
certain salary  reduction  programs agreed to by an employer.  As of the date of
this Prospectus,  we only agree to accept Purchase  Payments on such a basis if:
(a) we receive  your  request In Writing for a salary  reduction  program and we
agree to accept Purchase Payments on this basis; (b) the allocations are only to
variable  investment options or the frequency and number of allocations to fixed
investment  options is limited in accordance  with our rules;  and (c) the total
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.   This  is  the  "standard  refund".  If  necessary  to  meet  Federal
requirements for IRAs or certain state law  requirements,  we return the greater
of the "standard  refund" or the Purchase Payments received less any withdrawals
(see  "Allocation of Net Purchase  Payments").  We tell you how we determine the
amount payable under any such right at the time we issue your Annuity.  Upon the
termination of the "free-look" period, if you surrender your Annuity, you may be
assessed  certain  charges  (see  "Charges  Assessed or  Assessable  Against the
Annuity").

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

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

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 new 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  Payments,  if  Fixed  Allocations  are
available under your Annuity. If you choose this program, we commit a portion of
your Net Purchase  Payments as a Fixed  Allocation for the Guarantee  Period you
select.  This Fixed Allocation will have grown pre-tax to equal the exact amount
of your entire Purchase  Payments 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  Payments is invested in the variable  investment  options you
select.

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

There may be adverse tax  consequences  if a  Contingent  Annuitant  succeeds an
Annuitant  and the  Annuity is owned by a trust  that is neither  tax exempt nor
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 and any applicable maintenance fee.

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

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

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

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

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

                                     where:

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

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

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

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.

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. We
forward  your PIN to you  shortly  after your  Annuity is issued.  To the extent
permitted by law or regulation,  neither we nor any person authorized by us will
be responsible  for any claim,  loss,  liability or expense in connection with a
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 a bank  drafting  program  (see
"Skandia's  Systematic  Investment Plan"), 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  most  recent
instructions  received at the time of or  previous  to receipt of an  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  Fixed
Allocations  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
of its  Guarantee  Period,  and then  from the  Fixed  Allocation  with the next
shortest amount of time remaining to the end of its Guarantee Period,  etc.; and
(b) if there are multiple Fixed Allocations with the same amount of time left in
each Guarantee  Period,  as between such Fixed Allocations we first take Account
Value from the Fixed Allocation that had the shorter Guarantee Period.

                  Transfers:  In the accumulation phase you may transfer Account
Value  between  investment  options,   subject  to  our  allocation  rules  (see
"Allocation  Rules").  Transfers  are not  subject to taxation  (see  "Transfers
Between  Investment  Options").  We charge  $10.00 for each  transfer  after the
twelfth in each Annuity  Year,  including  transfers  transacted  as part of 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
funds; or (b) we are informed by one or more of the underlying mutual funds that
the purchase or redemption  of shares is to be  restricted  because of excessive
trading  or a  specific  transfer  or group of  transfers  is  deemed  to have a
detrimental effect on share prices of affected underlying mutual funds.

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

In order to help you determine  whether you wish to transfer Account Values to a
Fixed Allocation,  you may obtain our Current Rates by writing us, calling us at
1-800-766-4530  or contact our customer  service  department  electronically  at
[email protected].   When  calling  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, rebalancing your Account Value
among  investment  options in  accordance  with  various  investment  allocation
strategies such third party may employ,  or transferring  Account Values between
investment options in accordance with market timing strategies  employed by such
third parties.  Such  independent  third parties may or may not be appointed our
agents for the sale of Annuities. However, we do not engage any third parties to
offer  investment  allocation  services  of any type,  so that  persons or firms
offering such services do so independent from any agency  relationship  they may
have with us for the sale of Annuities.  We therefore take no responsibility for
the investment allocations and transfers transacted on your behalf by such third
parties or any investment allocation recommendations made by such parties. We do
not currently charge you extra for providing these support services.

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

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

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

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

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

Dollar cost averaging is available from any of the investment  options we choose
to make available for such a program. Your Annuity must have an Account Value of
not less than  $10,000  at the time we accept  your  request  for a dollar  cost
averaging  program.  Transfers  under a dollar  cost  averaging  program are 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  rebalancing,
asset  allocation or market  timing type of program is used in  connection  with
your Annuity.

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

     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  AST  Money  Market  Sub-account  for  the  duration  of your
Annuity's  "free-look"  period and rebalancing would otherwise occur during such
period (see "Allocation of Net Purchase Payments").

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

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

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

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

                  Distributions:   Distributions  available  from  your  Annuity
during the accumulation  phase include surrender,  medically-related  surrender,
free withdrawals, partial withdrawals, Systematic Withdrawals (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 for its Account  Value 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 named or any change of Annuitant  must be accepted by us,
prior to the "Contingent Event" described below; (b) the Annuitant must be alive
as of the date we pay the proceeds of such surrender  request;  (c) if the Owner
is one or more natural persons, all such Owners must also be alive at such time;
(d) we must receive  satisfactory proof of the Annuitant's  confinement or Fatal
Illness In Writing;  and (e) this benefit is not available if the total Purchase
Payments  received exceed  $500,000.00 for all annuities  issued by us with this
benefit for which the same person is named as Annuitant.

A "Contingency Event" occurs if the Annuitant is:

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

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

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

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

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

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

"Growth" equals the then current Account Value less all "unliquidated"  Purchase
Payments.  "Unliquidated" means not previously  surrendered or withdrawn.  "New"
Purchase Payments are those received in the seven (7) years prior to the date as
of which a free withdrawal occurs. For purposes of the contingent deferred sales
charge,  amounts withdrawn as a free withdrawal are not considered a liquidation
of Purchase Payments.  Therefore, any free withdrawal will not reduce the amount
of any applicable  contingent  deferred sales charge upon any partial withdrawal
or subsequent surrender.

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

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

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

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

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

     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. However, we will permit Systematic Withdrawals
from Fixed  Allocations of principal plus earnings in connection  with a program
of "substantially  equal periodic payments" designed to meet the requirements of
Section  72(t) of the Code,  as  described  in more detail  below.  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 unless
it is part of a program of  withdrawals of principal plus earnings which we only
allow in conjunction with a program of "substantially  equal periodic  payments"
designed to meet the requirements of Section 72(t) of the Code. We calculate the
Fixed  Allocation's  credited  interest since the prior withdrawal as A minus B,
plus C, where:

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

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

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

Systematic  Withdrawals  are available on a monthly,  quarterly,  semi-annual or
annual basis. You may not simultaneously  receive Systematic  Withdrawals from a
Fixed Allocation and participate in a dollar cost averaging  program under which
Account Value is transferred  from the same Fixed  Allocation  (see "Dollar Cost
Averaging"). Systematic Withdrawals are not concurrently available while you are
taking  any  Minimum  Distributions  (see  "Minimum  Distributions")  Averaging.
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.

If your Annuity is used as a funding vehicle for certain  retirement  plans that
receive  special tax treatment  under  Sections 401,  403(b) or 408 of the Code,
Section  72(t) of the Code may  provide an  exception  to the 10% penalty tax on
distributions made prior to age 59 1/2 if you elect to receive  distributions as
a series  of  "substantially  equal  periodic  payments".  Distributions  in any
Annuity  Year  received  under this  provision  that exceed the  maximum  amount
available as a free  withdrawal  will be subject to  contingent  deferred  sales
charges.  If distributions are to be taken from Fixed Allocations  pursuant to a
program  based on payments of  principal  and  earnings,  such  amounts  will be
subject to the MVA. To receive distributions in the form of "substantially equal
periodic  payments" in accordance with the exception to the 10% penalty found in
Section 72(t) of the Code, you must provide us with certain required information
In Writing on a form acceptable to us.

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  special  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 program 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 Purchase
Payments (see "Partial Withdrawals").

                  Death Benefit:  In the accumulation  phase, a death benefit is
available.  If the Annuity is owned by one or more  natural  persons,  the death
benefit 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 and a death benefit is not currently payable. 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 paid is referred to below as
the  "decedent."  The death  benefit is  calculated  according to the  following
rules:

For  Annuities  with one Owner,  if the  current  Owner  dies  before the "Death
Benefit Target Date" as defined  below,  the death benefit equals the greater of
A, B and C where:

                  A is the Account  Value in the  Sub-accounts  plus the Interim
Value in any Fixed  Allocations  as of the date we receive In Writing "due proof
of death" as described below;

   
                  B is the sum of all Purchase Payments each increasing daily at
an interest rate of 5% per year minus the sum of all withdrawals each increasing
daily,  from the date of each withdrawal,  at an interest rate of 5% per year to
the Owner's date of death, but not to exceed 200% of the difference  between the
sum of all Purchase  Payments and the sum of all  withdrawals  as of the Owner's
date of death plus the sum of all Purchase Payments after such date less the sum
of all withdrawals since the Owner's date of death; and

                  C  is  the  "Highest  Anniversary  Value"  on  or  immediately
preceding the Owner's date of death plus the sum of all Purchase  Payments since
such date less the sum of all withdrawals since such date.

The Highest  Anniversary Value is determined as of the date of the Owner's death
and equals the  greatest of all previous  "Anniversary  Values" on or before the
Death  Benefit  Target  Date.  "Anniversary  Value" is the Account  Value in the
Sub-accounts plus the Interim Value in the Fixed Allocations on each anniversary
of the Issue Date plus the sum of all Purchase  Payments since such  anniversary
less the sum of all withdrawals since such  anniversary.  For Annuities with one
Owner, the "Death Benefit Target Date" is the anniversary of the Issue Date that
occurs on or immediately after the date the current Owner reaches age 80.
    

If the current Owner dies on or after the Death Benefit  Target Date,  the death
benefit equals the greater of D, E and F where:

                  D is the  Account  Value as of the date we  receive In Writing
"due proof of death" as described  below (an MVA may be applicable to amounts in
any Fixed Allocations); and

   
         E is the sum of all  Purchase  Payments  received  prior  to the  Death
Benefit Target Date,  each  increasing  daily at an interest rate of 5% per year
minus the sum of all  withdrawals  received  prior to the Death  Benefit  Target
Date,  each  increasing  daily at an  interest  rate of 5% per year,  but not to
exceed 200% of the difference  between the sum of all Purchase  Payments and the
sum of all  withdrawals  as of the Death Benefit Target Date plus the sum of all
Purchase  Payments  since  such date less the sum of all  withdrawals  since the
Death Benefit Target Date; and

         F is the Highest  Anniversary  Value calculated as of the Death Benefit
Target Date plus the sum of all Purchase  Payments  since such date less the sum
of all withdrawals since such date.
    

   
For Annuities  with joint Owners,  the death benefit is calculated  according to
the rules set out above  except  that the  "Death  Benefit  Target  Date" is the
anniversary of the Issue Date that occurs on or  immediately  after the date the
oldest  current  Owner  reaches age 80  regardless  of whether such Owner is the
decedent.
    

For  example,  if either of two Owners dies after  either  Owner has reached the
Death Benefit Target Date, the death benefit would be the greatest of A, B and C
where:

         A is the  Account  Value (an MVA may be  applicable  to any  amounts in
Fixed  Allocations)  as of the date we receive "due proof of death" as described
below;

   
         B is the sum of all  Purchase  Payments  each  increasing  daily  at an
interest rate of 5% per year minus the sum of all  withdrawals  each  increasing
daily,  from the date of each withdrawal,  at an interest rate of 5% per year as
of the Death  Benefit  Target  Date,  but not to exceed  200% of the  difference
between the sum of all Purchase  Payments and the sum of all  withdrawals  as of
the Death Benefit  Target Date plus the sum of all Purchase  Payments since such
date less the sum of all withdrawals since such date; and

         C is the Highest  Anniversary Value as described above calculated as of
the Death Benefit  Target Date plus the sum of all Purchase  Payments since such
date less the sum of all withdrawals since such date.

For  entity  owned  Annuities  (the  decedent  must  be  the  Annuitant),  if no
Contingent  Annuitants were named as of the decedent's date of death,  the death
benefit is calculated as described  above for Annuities  with one Owner,  except
the term "Annuitant"  replaces the term "Owner". The "Death Benefit Target Date"
is the  anniversary  of the Issue Date that occurs on or  immediately  after the
date the Annuitant reaches age 80.
    

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

If a decedent  was not named as 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
death  benefit  described  above 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 on or  before  the
applicable  Death Benefit Target Date, the death benefit is the Account Value in
the  Sub-accounts  plus the  Interim  Value in the Fixed  Allocations.  If death
occurs  during the  suspension  period and after the  applicable  Death  Benefit
Target Date, the death benefit is the 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.

During the  accumulation  period,  if the Owner dies and the  Beneficiary is the
Owner's spouse,  then such Owner's spouse may elect to be treated as the current
Owner and continue the Annuity in lieu of receiving the death benefit.

During the accumulation  period, if the Annuity is entity owned and a Contingent
Annuitant replaces an Annuitant, the age of any such Contingent Annuitant on the
date of death will be used to calculate the death benefit.

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 since 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.  You should consult with competent tax and financial  advisors as
to the  appropriateness  of any such choice.  For Annuities  subject to New York
law,  the Annuity  Date for such  Annuities  may not exceed the first day of the
calendar month following the Annuitant's 90th birthday.

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

In the absence of an election In Writing:  (a) the Annuity Date is the first day
of the calendar month first following the later of the Annuitant's 85th birthday
or the  fifth  anniversary  of our  receipt  at our  Office of your  request  to
purchase an Annuity;  and (b) where allowed by law, fixed monthly  payments will
commence under option 2, described below,  with 10 years certain.  For Annuities
subject to New York law , in the  absence of an  election  In  Writing:  (a) the
Annuity Date is the first day of the calendar  month  following the  Annuitant's
90th  birthday;  and (b) fixed monthly  payments  will commence  under Option 2,
described  below,  with 10 years  certain.  The  amount  to be  applied  is your
Annuity's  Account  Value  15  business  days  prior  to the  Annuity  Date.  In
determining  your annuity  payments,  we credit  interest using our then current
crediting rate for this purpose, which is not less than 3% of interest per year,
between the date Account  Value is applied to an annuity  option and the Annuity
Date. If there is any remaining  contingent  deferred sales charge applicable as
of the Annuity Date, then, where permitted by law, 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 $100.

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

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

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

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

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

                  (4)  Option 4 -  Payments  for a Certain  Period:  Under  this
option,  income is payable  periodically  for a specified  number of years.  The
number of years is  subject  to our then  current  rules.  Should  the payee die
before the end of the specified number of years, the remaining payments are paid
to the  Beneficiary  to the end of such  period.  Note that under  this  option,
payments  are not based on how long we expect  any key life to live.  Therefore,
that portion of the insurance  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.

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

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

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

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

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

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

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

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

                  Reports to You: We mail to Owners, at their last known address
of record,  any statements and reports required by applicable law or regulation.
Owners should  therefore give us prompt notice of any address change.  We send a
confirmation  statement  to Owners  each time a  transaction  is made  affecting
Account Value, such as making additional Purchase Payments, transfers, exchanges
or  withdrawals.  Quarterly  statements  are also mailed  detailing the activity
affecting your Annuity during the calendar quarter.  You may request  additional
reports.  We  reserve  the right to  charge  up to $50 for each such  additional
report.  Instead of immediately  confirming  transactions  made pursuant to some
type of periodic transfer program (such as a dollar cost averaging program) or a
periodic Purchase Payment program,  such as a salary reduction  arrangement,  we
may confirm such  transactions  in quarterly  statements.  You should review the
information in these  statements  carefully.  All errors or corrections  must be
reported  to us at our  Office 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 initial concession to be
paid on premiums received is 7.0% and a portion of compensation may be paid from
time to time based on all or a portion of Account Value. We reserve the right to
base concessions from  time-to-time on the investment  options chosen by Annuity
Owners,  including  investment  options that may be deemed our  "affiliates"  or
"affiliates" of ASM, Inc. under the Investment Company Act of 1940.

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

                  Advertising:  We may advertise certain  information  regarding
the  performance  of  the  investment  options.  Details  on  how  we  calculate
performance  measures  for  the  Sub-accounts  are  found  in the  Statement  of
Additional  Information.  This  performance  information may help you review the
performance  of the investment  options and provide a basis for comparison  with
other  annuities.  This  information  may be  less  useful  when  comparing  the
performance of the investment options with other savings or investment vehicles.
Such other investments may not provide some of the benefits of annuities, or may
not be designed for long-term investment purposes. Additionally other savings or
investment vehicles may not be treated like annuities under the Code.

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

Performance  information on the  Sub-accounts is based on past  performance only
and is no  indication of future  performance.  Performance  of the  Sub-accounts
should  not  be  considered  a   representation   of  the  performance  of  such
Sub-accounts in the future. Performance of the Sub-accounts is not fixed. Actual
performance will depend on the type,  quality and, for some of the Sub-accounts,
the  maturities  of the  investments  held by the  underlying  mutual  funds  or
portfolios  and  upon  prevailing  market  conditions  and the  response  of the
underlying mutual funds to such conditions.  Actual performance will also depend
on changes in the expenses of the underlying  mutual funds or  portfolios.  Such
changes  are  reflected,  in turn,  in the  Sub-accounts  which  invest  in such
underlying  mutual  fund or  portfolio.  In  addition,  the amount of the charge
assessed against each Sub-account will affect performance.

Some of the underlying mutual fund portfolios  existed prior to the inception of
these   Sub-accounts.   Performance   quoted  in   advertising   regarding  such
Sub-accounts  may indicate  periods during which the  Sub-accounts  have been in
existence but prior to the initial offering of the Annuities,  or periods during
which the  underlying  mutual fund  portfolios  have been in existence,  but the
Sub-accounts  have not. Such  hypothetical  performance is calculated  using the
same assumptions  employed in calculating  actual performance since inception of
the Sub-accounts.

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

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

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


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

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

     Tax Considerations Relating to Your 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.

   
     As of July 1995,  Skandia  Vida,  S.A. de C.V.  was formed by the  ultimate
parent, Skandia Insurance Company, Ltd., a Swedish corporation.  The Company has
a 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. Total
shareholder's equity of Skandia Vida, S.A. de C.V. is $1,358,906 as of March 31,
1997.
    

     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 five
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 accordance 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.  The selected  financial data as of and for the three month period ended
March  31,  1997 and 1996 are  taken or  derived  from the  company's  unaudited
interim financial  statements  included elsewhere in the Registration  Statement
and, in the opinion of  management,  have been prepared on the same basis as the
audited  financial  statements  included  herein and  include  all  adjustments,
consisting  only  of  normal  recurring   adjustments,   necessary  for  a  fair
presentation  of such data.  The results of operations for an interim period are
not necessarily indicative of the results for the full year or any other period.



<PAGE>


<TABLE>
<CAPTION>
                              FOR THE THREE MONTH
                                 PERIOD ENDED
                           March 31,     March 31,          FOR THE YEAR ENDED DECEMBER 31,
                           ---------     ------------ ----------------------------------------------------------
<S>                        <C>           <C>           <C>           <C>            <C>           <C>           <C> 
                           1997          1996          1996          1995           1994          1993          1992
                           ----          ----          ----          ----           ----          ----          ----
Income Statement Data:
Revenues:
Annuity charges and fees*  $24,368,624   $13,429,275   $69,779,522   $38,837,358    $24,779,785   $11,752,984   $4,846,134
Fee income                   5,524,257     3,162,040    16,419,690     6,205,719      2,111,801       938,336      125,179
Net investment income        1,368,683       455,022     1,585,819     1,600,674      1,300,217       692,758      892,053
Annuity premium income         275,000             0       125,000             0         70,000       101,643    1,304,629
Net realized capital
gains/(losses)                  20,604        92,072       134,463        36,774        (1,942)       330,024      195,848
Other income                    17,939        14,450        34,154        64,882         24,550         1,269       15,119
                            ----------     ----------   ----------    ----------     ----------    ----------    ---------
Total revenues             $31,575,107    $17,152,859  $88,078,648   $46,745,407    $28,284,411   $13,817,014   $7,378,962
                            ==========     ==========   ==========    ==========     ==========    ==========    =========
Benefits and Expenses:
Annuity benefits               144,687        117,986      613,594       555,421        369,652        383,515     276,997
Increase/(decrease) in annuity
policy reserves                783,550        173,873      634,540    (6,778,756)     5,766,003      1,208,454   1,331,278
Cost of minimum death benefit
reinsurance                    876,078        643,610    2,866,835     2,056,606              0              0           0
Return credited
to contractowners           (6,745,574)     1,004,430      672,635    10,612,858      (516,730)     252,132       560,243
Underwriting, acquisition and
other insurance expenses    17,720,966      8,553,827   49,915,661    35,970,524    18,942,720    9,547,951    11,338,765
Interest expense             5,539,574      2,231,685   10,790,716     6,499,414     3,615,845      187,156             0  
                            ----------      ---------   ----------    ----------    ----------    ---------    ----------
Total benefits             $18,319,281    $12,725,411  $65,493,981   $48,916,067   $28,177,490  $11,579,208   $13,507,283 
and expenses               ===========    ===========  ===========   ===========   ===========  ===========   ===========
Income tax                  $4,259,851    $ 1,768,507  $(4,038,357)  $   397,360    $   247,429 $   182,965   $         0
(benefit) expense          ===========    ===========  ===========   ============   =========== ===========   ===========
Net income (loss)           $8,995,975    $ 2,658,941  $26,623,024   $(2,568,020)   $  (140,508)$ 2,054,841   $(6,128,321)
                           ===========    ===========  ===========   ============   =========== ===========   ===========
Balance Sheet Data:
Total Assets            $8,992,112,703 $5,647,225,576 $8,334,662,876 $5,021,012,890 $2,864,416,329 $1,558,548,537 $552,345,206
                         =============  ============== ============= ============== ============== ============== ============
Future fees payable
to parent               $   44,842,187 $            0 $   47,111,936 $            0 $            0 $            0 $          0
                            ==========  ============== ============= ============== ============== ============== ============
     
Surplus Notes           $  213,000,000 $  103,000,000 $  213,000,000 $  103,000,000 $   69,000,000 $   20,000,000 $          0
                           ===========  =============  ============= ============== ============== ============== ============

Shareholder's  Equity   $  134,047,885 $   62,425,646 $  126,345,031 $   59,713,000 $   52,205,524 $   52,387,687 $ 46,332,846
                           ===========  =============  ============= ============== ============== ============== ============     
   
    
</TABLE>

<PAGE>





   
*On annuity sales of $866,040,450, $561,231,342, $2,795,114,000, $1,628,486,000,
$1,372,874,000,  $890,640,000 and $287,596,000 with  contractowner  assets under
management of $8,337,941,255,  $5,319,372,324,  $7,764,891,000,  $4,704,044,000,
$2,661,161,000,  $1,437,554,000  and $495,176,000 as of March 31, 1997 and 1996,
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 Operation:  The Company's  long term business plan was developed
reflecting  the current sales and marketing  approach.  The sales volume for the
three  month  period  ended  March 31,  1997 and 1996 was $866  million and $561
million,  respectively.  This represents an increase of 54% compared to the same
period last year.  This increase is a direct result of the marketing  efforts by
the  Company  coupled  with  an  overall   increase  in  the  variable   annuity
marketplace.
    

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.

   
Assets grew $657  million or 8% since  December  31,  1996.  This  increase is a
direct  result  of the sales  volume  increasing  separate  account  assets  and
deferred  acquisition costs.  Liabilities grew $650 million or 8% since December
31, 1996 as a result of the reserves  required for the increased  sales activity
as well as an increase in the amounts  payable to affiliates and  reinsurance to
support the acquisition costs of the Company's variable annuity business.

The Company  experienced  a net gain of $9.0  million  after tax for the current
period  which was $6.3 million  greater  than the same period last year,  and in
excess of plan. This gain is a result of the strong sales activity for the three
months ended March 31, 1997, favorable expense levels relative to sales activity
and an increased asset base, which generates additional fee revenue.
    
       

   
Increasing  annuity  sales volume  results in greater  assets under  management.
Growth in assets  under  management  has  resulted in an 81% increase in annuity
charges  and fees for the three  month  period  ended  March 31,  1997.  This is
compared to an increase of 72% for the three month period ended March 31, 1996.

Net investment  income increased 201% for the three month period ended March 31,
1997.  This is compared to a decrease  of 18% for the three month  period  ended
March  31,  1996.  The  current  period  increase  is the  result  of  increased
investment  holdings for the quarter.  The prior period  decrease is a result of
the need to liquidate short term investments to support cash needs.

Fee income  includes  income earned for transfer  agency type  activities.  This
income increased 75% for the three month period ended March 31, 1997 compared to
an increase  of 202% for the three month  period  ended  March 31,  1996.  These
increases are driven by the continued increase in assets under management.

Annuity  premium  income  represents  sales of  immediate  annuities  with  life
contingencies.
    

Annuity benefits  represent  payments on annuity contracts with mortality risks:
immediate  annuities with life  contingencies and  supplementary  contracts with
life contingencies.

   
Increase in annuity policy reserves  represents change in reserves for immediate
annuities   with  life   contingencies,   supplementary   contracts   with  life
contingencies and the guaranteed minimum death benefit on variable annuities. In
September 1995, the Company entered into an agreement to reinsure the guaranteed
minimum death benefit  exposure on most of its variable annuity  contracts.  The
change in the minimum death benefit reserve  exceeded the costs  associated with
reinsuring  the minimum death benefit by $0.6 million for the period ended March
31, 1997. For the same period last year, the costs  associated  with  reinsuring
the minimum  death  benefit  reserve  exceeded  the change in the minimum  death
benefit reserve by approximately $0.5 million.

Return  credited to  contractowners  represents  revenues on variable and market
value  adjusted  annuities  offset by benefit  payments  and change in  reserves
required on this  business.  Also  included  are benefit  payments and change in
reserves on immediate  annuities and supplemental  contracts without significant
mortality  risks.  The  result for the  current  period  reflects a higher  than
expected  separate  account  investment  return  on the  market  value  adjusted
contracts in support of the benefits and  required  reserves  combined  with the
reversal of the effect of December 31, 1996 bond market  fluctuations  which had
adversely  impacted 1996 results by $1.8 million.  While the assets  relating to
the  market  value  adjusted  contracts   reflected  the  market  interest  rate
fluctuations  which occurred on December 31, 1996, the liabilities were based on
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.
    
       

   
Underwriting, acquisition and other insurance expenses consists of $42.9 million
of  commissions  and  $21.2  million  of  general  expenses  offset  by the  net
capitalization  of deferred  acquisition  costs  totaling  $46.4 million for the
three month  period  ended March 31, 1997.  This  compares to $25.7  million of
commissions   and  $11.9  million  of  general   expenses   offset  by  the  net
capitalization  of deferred  acquisition  costs  totaling  $29.1 million for the
three month periods ended March 31, 1996.
    
       

   
Interest  expense  increased  148% over the same period last year as a result of
the 1996 increase in surplus notes of $110 million.

Income tax expense  was $4.3  million  for the  quarter  ended  March 31,  1997,
compared with $1.8 million for the same period last year. The effective  Federal
income  tax  rates  for the  periods  were  32% and 40%  respectively.  The 1997
effective  rate was lower  than the  Federal  statutory  income  tax rate  (35%)
primarily due to permanent differences.  The 1996 effective rate was higher than
the Federal  statutory  income tax rate due to an increase in the  deferred  tax
valuation  allowance.   Such  allowance  was  released  at  December  31,  1996.

Management  believes that based on the taxable  income  produced in 1996 and the
first quarter of 1997 as well as the continued growth in annuity  products,  the
Company  will  produce  sufficient  taxable  income in the future to realize its
deferred tax assets.
    

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

   
The Company had  significant  growth during the three month period in 1997.  The
sales  volume  of  $866  million  was  made  up of  approximately  94%  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. To this end, the Company extended its reinsurance agreements (initiated
in 1993,  1994 and 1995) and was  advanced  $52  million  by the  parent.  It is
anticipated  that during 1997 this advance will be repaid with the proceeds from
additional sales of future fee revenues, similar to the transaction which closed
on December 17,  1996.  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 March 31, 1997 and 1996, shareholder's equity was $134.0 million and $62.4
million, respectively,  which includes the carrying value of the state insurance
licenses in the amount of $4.7 million.
    

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 March  31,  1997 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  accrued  at March  31,  1997  amounted  to  $5,857,175,  of which
$774,107 has been approved for payment.  The remaining  $5,083,068  has not been
approved for payment.
    

                  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 March 31, 1997,  we had 347 direct  salaried
employees.  An affiliate,  American Skandia Information  Services and Technology
Corporation,  which provides  services  almost  exclusively to us, had 55 direct
salaried employees.
    

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

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

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

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

                        Executive Officers and Directors:

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



<PAGE>
<TABLE>
<CAPTION>


Name/                                                         Position with American Skandia
Age                                                           Life Assurance Corporation                        Principal Occupation

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



<PAGE>


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



<PAGE>


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
</TABLE>
    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.

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

(1) General Information Regarding American Skandia Life Assurance Corporation

(2) Principal Underwriter

(3) Calculation of Performance Data

(4) Unit Price Determinations

(5) Calculating the Market Value Adjustment

(6) Independent Auditors

(7) Legal Experts

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

   
FINANCIAL  STATEMENTS:  The  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. Also included are the unaudited financial  statements for the
quarterly  period ending March 31, 1997.  Financial  statements  for the Class 1
Sub-accounts  of Separate  Account B are found in the  Statement  of  Additional
Information.
    


<PAGE>
















                                   APPENDIXES


 APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION



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




<PAGE>










 APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION







<PAGE>


                                                              



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q



                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                  For the Quarterly Period Ended March 31, 1997

        Commission file numbers: 33-62791, 33-62953, 33-88360, 33-89566,
                          33-89676, 33-89678, 33-91400,
            333-00941, 333-00995, 333-01021, 333-02867 and 333-08743

                   American Skandia Life Assurance Corporation

               Incorporated in the State of Connecticut 06-1241288
                        (IRS Employer Identification No.)

                               One Corporate Drive
                           Shelton, Connecticut 06484

                         Telephone Number (203) 926-1888




Indicate by check mark  whether the  registrant  (1) has filed all reports to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.
Yes   x   No __


As of April 30, 1997, there were 25,000 shares of outstanding  common stock, par
value $80 per share, of the  registrant,  consisting of 100 shares of voting and
24,900  shares of non-voting  common stock,  all of which were owned by American
Skandia Investment  Holding  Corporation,  a wholly-owned  subsidiary of Skandia
Insurance Company Ltd., a Swedish corporation.




<PAGE>



<TABLE>


                   American Skandia Life Assurance Corporation

                                Table of Contents


<CAPTION>
                                                                                      Page
PART I.  FINANCIAL INFORMATION:
<S>              <C>                                                                  <C>

    Item 1.  Financial Statements:

                  Consolidated Statements of Financial Condition -
                      March 31, 1997 (unaudited)
                      and December 31, 1996                                             4

                  Consolidated Statements of Operations (unaudited) -
                      Three months ended March 31, 1997
                      and March 31, 1996                                                5

                  Consolidated Statements of Cash Flows (unaudited) -
                      Three months ended March 31, 1997
                      and March 31, 1996                                                6

                  Notes to Unaudited Consolidated Financial Statements                  7



    Item 2.

                  Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations - Three months ended
                      March 31, 1997                                                   11


PART II.  OTHER INFORMATION:


    Item 4.  Action Taken by Shareholder                                               15

    Item 6.  Exhibits and Reports on Form 8-K                                          15

                  Signature                                                            16

                  Exhibit Index                                                        17



</TABLE>






                                       (2)


<PAGE>



                          PART I. FINANCIAL INFORMATION


Item 1.

                              FINANCIAL STATEMENTS

















































                                       (3)


<PAGE>





<TABLE>


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

                               CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<CAPTION>

                                                                         MARCH 31,                 DECEMBER 31,
                                                                            1997                      1996
                                                                    ---------------------    -----------------------
                                                                        (unaudited)
ASSETS
<S>                                                                <C>        <C>         <C>          <C>

Investments:
   Fixed maturities - at amortized cost                           $            9,582,613   $             10,090,369
   Fixed maturities - at market value                                         85,520,736                 87,369,724
   Investment in mutual funds - at market value                                3,859,138                  2,637,731
   Short-term investments - at amortized cost                                 22,986,075                 18,100,000
                                                                    ---------------------    -----------------------

Total investments                                                            121,948,562                118,197,824

Cash and cash equivalents                                                     14,385,617                 14,199,412
Accrued investment income                                                      1,682,759                  1,958,546
Fixed assets                                                                     241,635                    229,780
Deferred acquisition costs                                                   488,155,985                438,640,918
Reinsurance receivable                                                         3,637,067                  2,167,818
Receivable from affiliates                                                       975,373                    691,532
Deferred income taxes                                                         18,190,845                 17,217,582
State insurance licenses                                                       4,675,000                  4,712,500
Other assets                                                                   2,518,421                  2,207,171
Separate account assets                                                    8,335,701,439              7,734,439,793
                                                                    ---------------------    -----------------------

                    Total Assets                                  $        8,992,112,703   $          8,334,662,876
                                                                    =====================    =======================

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits                         $           34,571,374   $             36,245,936
Annuity policy reserves                                                       23,707,939                 21,238,749
Income taxes payable                                                           4,638,536                  1,124,151
Accounts payable and accrued expenses                                         55,965,044                 65,198,965
Payable to affiliates                                                         53,025,080                    685,724
Future fees payable to parent                                                 44,842,187                 47,111,936
Payable to reinsurer                                                          82,340,890                 79,000,262
Short-term borrowing                                                          10,000,000                 10,000,000
Surplus notes                                                                213,000,000                213,000,000
Deferred contract charges                                                        272,329                    272,329
Separate account liabilities                                               8,335,701,439              7,734,439,793
                                                                    ---------------------    -----------------------

                  Total Liabilities                                        8,858,064,818              8,208,317,845
                                                                    ---------------------    -----------------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                           2,000,000                  2,000,000
Additional paid-in capital                                                   122,380,117                122,250,117
Unrealized investment gains and losses, net                                   (1,767,713)                  (319,631)
Foreign currency translation, net                                               (238,745)                  (263,706)
Retained earnings                                                             11,674,226                  2,678,251
                                                                    ---------------------    -----------------------

                   Total Shareholder's Equity                                134,047,885                126,345,031
                                                                    ---------------------    -----------------------

                   Total Liabilities and Shareholder's Equity     $        8,992,112,703   $          8,334,662,876
                                                                    =====================    =======================
</TABLE>

                       See notes to unaudited consolidated financial statements.

                                                               (4)


<PAGE>



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

<TABLE>
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<CAPTION>

                                                                            THREE MONTHS                  THREE MONTHS
                                                                                ENDED                         ENDED
                                                                           MARCH 31, 1997                MARCH 31, 1996
                                                                      --------------------------    --------------------------
REVENUES:
<S>                                                                <C>              <C>          <C>             <C>

Annuity charges & fees                                              $                24,368,624   $                13,429,275
Fee income                                                                            5,524,257                     3,162,040
Net investment income                                                                 1,368,683                       455,022
Net realized capital gains                                                               20,604                        92,072
Annuity premium income                                                                  275,000                             0
Other                                                                                    17,939                        14,450
                                                                      --------------------------    --------------------------

     Total Revenues                                                                  31,575,107                    17,152,859
                                                                      --------------------------    --------------------------


BENEFITS AND EXPENSES:

Benefits:
  Annuity benefits                                                                      144,687                       117,986
  Increase in annuity policy reserves                                                   783,550                       173,873
  Cost of minimum death benefit reinsurance                                             876,078                       643,610
  Return credited to contractowners                                                  (6,745,574)                    1,004,430
                                                                      --------------------------    --------------------------

                                                                                     (4,941,259)                    1,939,899
                                                                      --------------------------    --------------------------

Expenses:
  Underwriting, acquisition and other insurance expenses                             17,683,466                     8,516,327
  Amortization of state insurance licenses                                               37,500                        37,500
  Interest expense                                                                    5,539,574                     2,231,685
                                                                      --------------------------    --------------------------

                                                                                     23,260,540                    10,785,512
                                                                      --------------------------    --------------------------

     Total Benefits and Expenses                                                     18,319,281                    12,725,411
                                                                      --------------------------    --------------------------

Income from operation
     before income taxes                                                             13,255,826                     4,427,448

     Income taxes                                                                     4,259,851                     1,768,507
                                                                      --------------------------    --------------------------

Net income                                                          $                 8,995,975   $                 2,658,941
                                                                      ==========================    ==========================
</TABLE>

            See notes to unaudited consolidated financial statements.
                                                                    (5)

<PAGE>



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

<TABLE>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<CAPTION>
                                                                                THREE MONTHS             THREE MONTHS
                                                                                   ENDED                    ENDED
                                                                               MARCH 31, 1997           MARCH 31, 1996
                                                                           -----------------------  -----------------------
CASH FLOW FROM OPERATING ACTIVITIES:
<S>                                                                     <C>            <C>       <C>            <C>

  Net income                                                             $              8,995,975 $              2,658,941
  Adjustments  to  reconcile  net  income  (loss) to net cash used in  operating
    activities:
      Increase in annuity policy reserves                                               2,469,190                  480,579
      Amortization of bond discount                                                        18,153                    4,769
      Amortization of insurance licenses                                                   37,500                   37,500
      Change in due to/due from affiliates                                             52,055,515                 (369,261)
      Change in income tax payable/receivable                                           3,514,385                1,756,351
      Increase in other assets                                                           (323,105)                  (2,888)
      Change in accrued investment income                                                 275,787                  (46,063)
      Increase in reinsurance receivable                                               (1,469,249)                (120,547)
      Decrease in accounts payable and accrued expenses                                (9,233,922)                (287,155)
      Increase in deferred acquisition cost                                           (49,515,067)             (33,500,335)
      Decrease in deferred contract charges                                                     0                  (20,047)
      Decrease in foreign currency translation, net                                        26,822                   19,514
      Deferred income taxes                                                              (228,711)                       0
      Realized gain on sale of investments                                                (20,604)                 (92,072)
                                                                           -----------------------  -----------------------

  Net cash provided by (used in) operating activities                                   6,602,669              (29,480,714)
                                                                           -----------------------  -----------------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Proceeds from maturity of fixed maturity investments                                    200,000                        0
  Purchase of shares in mutual funds                                                   (1,434,810)                (937,792)
  Proceeds from sale of mutual funds                                                      178,104                  834,949
  Purchase of short-term investments                                                   (4,886,075)             (78,000,000)
  Proceeds from sale of short-term investments                                                  0               93,700,000
  Change in investments of separate account assets                                   (867,715,012)            (562,205,959)
                                                                           -----------------------  -----------------------

  Net cash used in investing activities                                              (873,657,793)            (546,608,802)
                                                                           -----------------------  -----------------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                                       130,000                   74,212
  Decrease in future payable fees to parent                                            (2,269,749)                       0
  Increase in payable to reinsurer                                                      3,340,628                4,753,077
  Proceeds from annuity sales                                                         866,040,450              561,231,341
                                                                           -----------------------  -----------------------

  Net cash provided by financing activities                                           867,241,329              566,058,630
                                                                           -----------------------  -----------------------

Net decrease in cash and cash equivalents                                                 186,205              (10,030,886)
                                                                           -----------------------  -----------------------

Cash and cash equivalents at beginning of period                                       14,199,412               13,146,384
                                                                           -----------------------  -----------------------

Cash and cash equivalents at end of period                               $             14,385,617 $              3,115,498
                                                                           =======================  =======================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Income taxes paid                                                      $                 43,000 $                 12,156
                                                                           =======================  =======================

  Interest paid                                                          $              3,180,309 $                341,250
                                                                           =======================  =======================
</TABLE>

            See notes to unaudited consolidated financial statements.
                                       (6)

<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1997



1.       BASIS OF PRESENTATION

         The  accompanying   unaudited   consolidated  financial  statements  of
         American  Skandia Life  Assurance  Corporation  (the Company) have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim  financial  information  and with the  instructions to Form
         10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
         all of the  information  and footnotes  required by generally  accepted
         accounting principles for complete financial statements. In the opinion
         of  management,   all  adjustments   (consisting  of  normal  recurring
         accruals)  considered  necessary  for a  fair  presentation  have  been
         included.  Operating results for the three month period ended March 31,
         1997 are not necessarily indicative of the results that may be expected
         for the year ending December 31, 1997. For further  information,  refer
         to the consolidated  financial  statements and footnotes thereto in the
         Company's audited consolidated  financial statements for the year ended
         December 31, 1996.


2.       FOREIGN ENTITY

         As of July 1995,  Skandia Vida, S.A. de C.V. was formed by the ultimate
         parent,  Skandia Insurance Company,  Ltd., a Swedish  corporation.  The
         Company has a 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.  Total  shareholder's  equity of Skandia Vida,
         S.A. de C.V. is $1,358,906 as of March 31, 1997.








                                       (7)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1997


3.       SURPLUS NOTES

         The Company has issued  surplus  notes to American  Skandia  Investment
         Holding  Corporation (the "Parent") in exchange for cash. Surplus notes
         outstanding as of March 31, 1997 were as follows.

                 Issue Date                      Amount           Interest 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  accrued at March 31, 1997  amounted to  $5,857,175,  of which
         $774,107 has been approved for payment.  The remaining  $5,083,068  has
         not been approved for payment.


4.        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.

                                       (8)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1997


         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 ended
         March 31, 1997 in the aggregate amount of $2,269,749,  were made by the
         Company to the Parent. Interest expense of $1,087,232 has been included
         in the statement of operations.

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

                            Period Ending
                             December 31,                              Amount

                                1997                                 $ 7,038,778
                                1998                                   9,782,558
                                1999                                  10,002,274
                                2000                                  10,061,058
                                2001                                   6,412,114
                                2002                                   1,392,003
                                2003                                     153,402

                               Total                                 $44,842,187


         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.

                                       (9)


<PAGE>


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


              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1997


5.       REINSURANCE

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

         The  Company  reinsures  certain  mortality  risks  pertaining  to  the
         Guaranteed  Minimum  Death  Benefit  feature  in the  variable  annuity
         products.

         The effect of the  reinsurance  agreements on the Company's  operations
         was to reduce annuity  charges and fee income,  death benefit  expense,
         and  reserve  exposure.  The effect of  reinsurance  is  summarized  as
         follows:
<TABLE>
<CAPTION>

                            Annuity                Increase in Annuity                  Return Credited
                        Charges & Fees                Policy Reserves                  to Contractowners

         Period Ended March 31, 1997
        <S>                <C>                           <C>                            <C>

         Gross              $29,686,298                  $2,252,799                      ($6,724,793)
         Ceded                5,317,674                   1,469,249                       20,781
         Net                $24,368,624                 $   783,550                      ($6,745,574)


         Period Ended March 31, 1996
</TABLE>
<TABLE>
<CAPTION>

                            Annuity                Increase in Annuity                  Return Credited
                        Charges & Fees                Policy Reserves                  to Contractowners
         <S>               <C>                            <C>                             <C>

         Gross              $17,420,169                    $294,420                        $1,021,285
         Ceded                3,990,894                     120,547                            16,855
         Net                $13,429,275                    $173,873                        $1,004,430
</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
         agreement.

                                                                 (10)


<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                        Three months ended March 31, 1997


American  Skandia Life Assurance  Corporation (the Company) is a stock insurance
company  domiciled  in  Connecticut  with  licenses  in all 50  states.  It is a
wholly-owned  subsidiary of American  Skandia  Investment  Holding  Corporation,
whose ultimate parent is Skandia Insurance Company Ltd., a Swedish company.

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.

The Company  markets its products  through an internal field  marketing staff to
broker-dealers,   financial   planners  and  in   conjunction   with   financial
institutions such as banks that are permitted  directly,  or through affiliates,
to sell annuities.



                              Results of Operations

The Company's long term business plan was developed reflecting the current sales
and marketing approach.  The sales volume for the three month period ended March
31,  1997 and  1996  was $866  million  and  $561  million,  respectively.  This
represents  an  increase of 54%  compared  to the same  period  last year.  This
increase is a direct result of the marketing efforts by the Company coupled with
an overall  increase  in the  variable  annuity  marketplace.  Assets  grew $657
million or 8% since  December 31, 1996.  This increase is a direct result of the
sales volume increasing separate account assets and deferred  acquisition costs.
Liabilities  grew $650 million or 8% since  December 31, 1996 as a result of the
reserves required for the increased sales activity as well as an increase in the
amounts payable to affiliates and  reinsurance to support the acquisition  costs
of the Company's variable annuity business.







                                      (11)


<PAGE>


The Company  experienced  a net gain of $9.0  million  after tax for the current
period  which was $6.3 million  greater  than the same period last year,  and in
excess of plan. This gain is a result of the strong sales activity for the three
months ended March 31, 1997, favorable expense levels relative to sales activity
and an increased asset base, which generates additional fee revenue.

Revenues:

Increasing  annuity  sales volume  results in greater  assets under  management.
Growth in assets  under  management  has  resulted in an 81% increase in annuity
charges & fees for the three month period ended March 31, 1997. This is compared
to an increase of 72% for the three month period ended March 31, 1996.

Fee income  includes  income earned for transfer  agency type  activities.  This
income increased 75% for the three month period ended March 31, 1997 compared to
an increase  of 202% for the three month  period  ended  March 31,  1996.  These
increases are driven by the continued increase in assets under management.

Net investment  income increased 201% for the three month period ended March 31,
1997.  This is compared to a decrease  of 18% for the three month  period  ended
March  31,  1996.  The  current  period  increase  is the  result  of  increased
investment  holdings for the quarter.  The prior period  decrease is a result of
the need to liquidate short term investments to support cash needs.

Annuity  premium  income  represents  sales of  immediate  annuities  with  life
contingencies.

Benefits:

Annuity benefits  represent  payments on annuity contracts with mortality risks:
immediate  annuities with life  contingencies and  supplementary  contracts with
life contingencies.

Increase  in annuity  policy  reserves  represents  the change in  reserves  for
immediate annuities with life contingencies,  supplementary  contracts with life
contingencies and the guaranteed minimum death benefit on variable annuities. In
September 1995, the Company entered into an agreement to reinsure the guaranteed
minimum death benefit  exposure on most of its variable annuity  contracts.  The
change in the minimum death benefit reserve  exceeded the costs  associated with
reinsuring  the minimum death benefit by $0.6 million for the period ended March
31, 1997. For the same period last year, the costs  associated  with  reinsuring
the minimum  death  benefit  reserve  exceeded  the change in the minimum  death
benefit reserve by approximately $0.5 million.






                                      (12)


<PAGE>


Return  credited to  contractowners  represents  revenues on variable and market
value  adjusted  annuities  offset by benefit  payments  and change in  reserves
required on this  business.  Also  included  are benefit  payments and change in
reserves on immediate  annuities and supplemental  contracts without significant
mortality  risks.  The  result for the  current  period  reflects a higher  than
expected  separate  account  investment  return  on the  market  value  adjusted
contracts in support of the benefits and  required  reserves  combined  with the
reversal of the effect of December 31, 1996 bond market  fluctuations  which had
adversely  impacted 1996 results by $1.8 million.  While the assets  relating to
the  market  value  adjusted  contracts   reflected  the  market  interest  rate
fluctuations  which occurred on December 31, 1996, the liabilities were based on
interest  rates set for new  contracts  which are  generally  based on the prior
day's  interest  rates.  During  the first  week of 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.

Expenses:

Underwriting, acquisition and other insurance expenses consists of $42.9 million
of  commissions  and  $21.2  million  of  general  expenses  offset  by the  net
capitalization  of deferred  acquisition  costs  totaling  $46.4  million.  This
compares to $25.7 million of commissions  and $11.9 million of general  expenses
offset by the net  capitalization  of deferred  acquisition costs totaling $29.1
million for the same period last year.

Interest  expense  increased  148% over the same period last year as a result of
the 1996 increase in surplus notes of $110 million.

Income tax expense  was $4.3  million  for the  quarter  ended  March 31,  1997,
compared with $1.8 million for the same period last year. The effective  Federal
income  tax  rates  for the  periods  were  32% and 40%  respectively.  The 1997
effective  rate was lower  than the  Federal  statutory  income  tax rate  (35%)
primarily due to permanent differences.  The 1996 effective rate was higher than
the Federal  statutory  income tax rate due to an increase in the  deferred  tax
valuation  allowance.   Such  allowance  was  released  at  December  31,  1996.
Management  believes that based on the taxable  income  produced in 1996 and the
first quarter of 1997 as well as the continued growth in annuity  products,  the
Company  will  produce  sufficient  taxable  income in the future to realize its
deferred tax assets.


                         Liquidity and Capital Resources

The  liquidity  requirement  of the  Company  was  met by  cash  from  insurance
operations, investment activities and advances from the parent.







                                      (13)


<PAGE>


The Company had  significant  growth during the three month period in 1997.  The
sales  volume  of  $866  million  was  made  up of  approximately  94%  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 costs for the new business.  This cash strain required
the Company to look  beyond the  insurance  operations  and  investments  of the
Company. To this end, the Company extended its reinsurance agreements (initiated
in 1993,  1994 and 1995) and was  advanced  $52  million  by the  parent.  It is
anticipated  that during 1997 this advance will be repaid with the proceeds from
additional sales of future fee revenues, similar to the transaction which closed
on December 17, 1996 (as  described in footnote 4). The  reinsurance  agreements
are  modified  coinsurance  arrangements  where  the  reinsurer  shares  in  the
experience  of a  specific  book of  business.  The  income  and  expense  items
presented above are net of reinsurance.

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

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

As of March 31,  1997 and 1996,  shareholder's  equity  was $134.0  million  and
$62.4  million,  respectively,  which  includes the carrying value of the state
insurance licenses in the amount of $4.7 million.

The  Company  has long term  surplus  notes and short  term  borrowing  with its
parent. No dividends have been paid to its parent company.



















                                      (14)


<PAGE>



                           PART II. OTHER INFORMATION


ITEM 4.  ACTION TAKEN BY SHAREHOLDER

                  Not applicable for this quarter.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      See Exhibit Index
                  (b)      American  Skandia Life Assurance  Corporation did not
                           file  any  Report  on Form  8-K  during  the  quarter
                           covered by this report.










































                                      (15)


<PAGE>





                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                              American Skandia Life
                              Assurance Corporation
                                  (Registrant)


                            by s/Thomas M. Mazzaferro
                              Thomas M. Mazzaferro
                          Executive Vice President and
                             Chief Financial Officer





May 14, 1997






























                                      (16)


<PAGE>
<TABLE>


                                  EXHIBIT INDEX


<CAPTION>


      Exhibit
      Number                              Description                               Location
        <S>            <C>                                                           <C>


        (2)            Plan of acquisition, reorganization,
                       arrangement, liquidation or succession                         None

        (4)            Instruments defining the rights of
                       security holders, including indentures                         None

       (10)            Material Contracts                                             None

       (11)            Statement re computation of per share
                       earnings                                                       None

       (15)            Letter re unaudited interim financial
                       information                                                    None

       (18)            Letter re change in accounting
                       principles                                                     None

       (19)            Report furnished to security holders                           None

       (22)            Published report regarding matters
                       submitted to vote of security holders                          None

       (23)            Consents of experts and counsel                                None

       (24)            Power of attorney                                              None

       (99)            Additional exhibits                                            None


</TABLE>


















                                      (17)

                                                                 

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

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

                             American Skandia Trust

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

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

AST Janus Overseas Growth Portfolio:  The investment  objective of the AST Janus
Overseas Growth Portfolio is to seek long-term growth of capital.  The Portfolio
pursues its objective  primarily through investments in common stocks of issuers
located outside the United States.  The Portfolio  normally invests at least 65%
of its total  assets in  securities  of  issuers  from at least  five  different
countries,  excluding the United States; however, it may at times invest in U.S.
issuers  and it may at  times  invest  all of its  assets  in  fewer  than  five
countries or even a single country.  The Portfolio  invests  primarily in common
stocks of foreign issuers selected for their growth potential. The Portfolio may
invest to a lesser  degree in other  types of  securities,  including  preferred
stocks, warrants,  convertible securities and debt securities. The Portfolio may
also invest in short-term debt securities,  including money market funds managed
by the Sub-advisor, as a means of receiving a return on idle cash.

When the  Sub-advisor  believes  that market  conditions  are not  favorable for
profitable  investing  or when the  Sub-advisor  is  otherwise  unable to locate
favorable investment opportunities, the Portfolio's investments may be hedged to
a greater degree and/or its cash or similar investments may increase; therefore,
it does not always stay fully  invested in stocks and bonds.  The  Portfolio may
invest in "special  situations"  from time to time. A special  situation  arises
when, in the opinion of the Sub-advisor,  the securities of a particular  issuer
will be recognized  and appreciate in value due to a specific  development  with
respect to that issuer. Investment in special situations may carry an additional
risk of loss in the event  that the  anticipated  development  does not occur or
does not attract the expected attention.

The  Sub-advisor  generally  takes  a  "bottom  up"  approach  to  building  the
Portfolio.  In  other  words,  the  Sub-advisor  seeks  to  identify  individual
companies  with  earnings  growth  potential  that may not be  recognized by the
market at large  regardless  of country of  organization  or place of  principal
business activity.

The Portfolio may use options, futures and other types of derivatives as well as
forward  foreign  currency  contracts  for  hedging  purposes  or as a means  of
enhancing  return.  The  Portfolio  intends to use most  derivative  instruments
primarily  to  hedge  the  value  of its  portfolio  against  potential  adverse
movements in securities  prices,  foreign  currency  markets or interest  rates.
Although the Sub-advisor believes the use of derivative instruments will benefit
the Portfolio,  the Portfolio's performance could be worse than if the Portfolio
had not used such instruments if the Sub-advisor's judgment proves incorrect.

The  Portfolio  may invest up to 15% of its net assets in illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by the Sub-advisor.  The Portfolio may invest up to 35% of its net assets
in corporate debt securities that are rated below investment  grade  (securities
rated BB or lower by Standard & Poor's Ratings Services ("Standard & Poor's") or
Ba or lower by Moody's Investors Services,  Inc. ("Moody's")  (commonly referred
to as "junk  bonds")).  The Portfolio may also invest in unrated debt securities
of foreign and domestic  issuers.  The Portfolio  generally  intends to purchase
securities for long-term investment rather than short-term gains.

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

Federated  Utility Income Portfolio:  The investment  objective of the Federated
Utility Income  Portfolio is to achieve high current income and moderate capital
appreciation by investing primarily in a professionally  managed and diversified
portfolio of equity and debt  securities  of utility  companies.  The  Portfolio
intends to achieve its  investment  objective  by  investing  in equity and debt
securities of utility  companies  that produce,  transmit or distribute  gas and
electric  energy  as  well  as  those  companies  that  provide   communications
facilities, such as telephone and telegraph companies. The Portfolio will invest
at least 65% of its total assets in securities of utility companies.

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

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

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

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

The  Portfolio's  equity  securities will be allocated among large and small-cap
U.S. and  non-dollar  equity  securities.  Large-cap will generally be stocks of
well-established companies with capitalization over $1 billion which can produce
increasing  dividend income.  Small-cap will be common stocks of small companies
or companies which offer the possibility of accelerated  earnings growth because
of rejuvenated  management,  new products or structural  changes in the economy.
Current income is not a factor in the selection of these stocks.

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.

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

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

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

T. Rowe Price International Bond Portfolio:  The investment  objective of the T.
Rowe Price  International  Bond  Portfolio is to provide high current income and
capital  appreciation  by  investing  in  high-quality,  non  dollar-denominated
government  and  corporate  bonds  outside the United  States.  The Portfolio is
intended  for  long-term  investors  who can  accept the risks  associated  with
investing  in  international  bonds.  Total  return  consists  of  income  after
expenses,  bond  price  gains (or  losses)  in terms of the local  currency  and
currency  gains  (or  losses).  The value of the  Portfolio  will  fluctuate  in
response  to  various  economic  factors,   the  most  important  of  which  are
fluctuations in foreign currency exchange rates and interest rates.  Because the
Portfolio's   investments  are  primarily  denominated  in  foreign  currencies,
exchange  rates are  likely  to have a  significant  impact  on total  Portfolio
performance.  Investors  should be aware that  exchange  rate  movements  can be
significant and endure for long periods of time.

The  Portfolio  will  invest at least 65% of its  assets  in  high-quality,  non
dollar-denominated government and corporate bonds outside the United States. The
Portfolio  may also  invest up to 20% of its  assets in below  investment-grade,
high-risk  bonds,  including  bonds in default or those with the lowest  rating.
Defaulted bonds are acquired only if the Sub-advisor  foresees the potential for
significant capital  appreciation.  Securities rated below  investment-grade are
commonly  referred to as "junk bonds" and involve  greater price  volatility and
higher  degrees of  speculation  with  respect to the payment of  principal  and
interest than higher quality fixed-income securities.

The  Portfolio  may also invest  more than 5% of its assets in the  fixed-income
securities of individual foreign  governments.  The Portfolio generally will not
invest more than 5% of its assets in any individual corporate issuer.  Since, as
a  nondiversified  investment  company,  the  Portfolio is permitted to invest a
greater  proportion  of its  assets in the  securities  of a  smaller  number of
issuers, the Portfolio may be subject to greater credit risk with respect to its
portfolio   securities   than  an  investment   company  that  is  more  broadly
diversified.

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

T. Rowe Price Small Company Value Portfolio:  The investment objective of the T.
Rowe  Price  Small  Company  Value  Portfolio  is to provide  long-term  capital
appreciation by investing primarily in  small-capitalization  stocks that appear
to be undervalued.  Reflecting a value approach to investing, the Portfolio will
seek the  stocks of  companies  whose  current  stock  prices  do not  appear to
adequately reflect their underlying value as measured by assets,  earnings, cash
flow,  or business  franchises.  The  Portfolio  will invest at least 65% of its
total assets in  companies  with a market  capitalization  of $1 billion or less
that  appear  undervalued  by  various  measures,   such  as  price/earnings  or
price/book  value ratios.  Although the Portfolio will invest  primarily in U.S.
common  stocks,  it may also purchase  other types of  securities,  for example,
foreign  securities,  convertible stocks and bonds, and warrants when considered
consistent  with  the  Portfolio's  investment  objective  and  policies.  Small
companies--those with a capitalization (market value) of $1 billion or less--may
offer greater potential for capital appreciation since they are often overlooked
or undervalued by investors. Investing in small companies involves greater risk,
as  well as  greater  opportunity,  than is  customarily  associated  with  more
established companies.

The Portfolio may invest in debt or preferred equity securities convertible into
or exchangeable for equity securities. The Portfolio may invest up to 20% of its
total  assets  (excluding   reserves)  in  foreign  securities.   These  include
nondollar-denominated    securities    traded    outside   of   the   U.S.   and
dollar-denominated  securities of foreign  issuers  traded in the U.S.  (such as
ADRs). Some of the countries in which the Portfolio may invest may be considered
to be developing and may involve special risks. The Portfolio may invest in debt
securities of any type without  regard to quality or rating.  The Portfolio will
not purchase a  noninvestment-grade  debt security (or junk bond) if immediately
after such  purchase the  Portfolio  would have more than 5% of its total assets
invested in such securities.

The  Portfolio  may invest up to 10% of its total assets in hybrid  instruments.
Hybrids  can have  volatile  prices and limited  liquidity  and their use by the
Portfolio  may not be  successful.  These  instruments  (a  type of  potentially
high-risk  derivative) can combine the  characteristics of securities,  futures,
and  options.  The  Portfolio  may acquire  illiquid  securities;  however,  the
Portfolio  will  not  invest  more  than  15%  of its  net  assets  in  illiquid
securities,  and not more than 10% of its total assets in restricted  securities
(other than Rule 144A securities).  The Portfolio will hold a certain portion of
its assets in U.S.  and  foreign  dollar-denominated  money  market  securities,
including repurchase agreements, in the two highest rating categories,  maturing
in one year or less.

The Portfolio may enter into futures contracts (or options thereon) to hedge all
or a portion of its portfolio  against changes in prevailing  levels of interest
rates or currency  exchange  rates,  or as an efficient  means of adjusting  its
exposure to the bond, stock, and currency markets.  The Portfolio may also write
call and put options and purchase put and call options on securities,  financial
indices,  and  currencies.   The  aggregate  market  value  of  the  Portfolio's
securities or currencies covering call or put options will not exceed 25% of the
Portfolio's net assets.

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.

Founders Passport Portfolio:  The investment  objective of the Founders Passport
Portfolio  is to seek  capital  appreciation.  To  achieve  its  objective,  the
Portfolio invests primarily in securities issued by foreign companies which have
market  capitalizations  or  annual  revenues  of  $1  billion  or  less.  These
securities may represent  companies in both  established and emerging  economies
throughout the world. At least 65% of the Portfolio's total assets will normally
be invested in foreign securities representing a minimum of three countries. The
Portfolio may invest in larger foreign companies or in U.S.-based  companies if,
in the  Sub-advisor's  opinion,  they  represent  better  prospects  for capital
appreciation. The Portfolio normally will invest a significant proportion of its
assets in the  securities  of small  and  medium-sized  companies.  As used with
respect to this Portfolio,  small and medium-sized companies are those which are
still in the  developing  stages of their  life  cycles  and are  attempting  to
achieve  rapid  growth in both  sales  and  earnings.  Investments  in small and
medium-sized  companies involve greater risk than is customarily associated with
more established companies.

The Portfolio may invest in convertible  securities,  preferred  stocks,  bonds,
debentures,  and other corporate  obligations when the Sub-advisor believes that
these investments offer opportunities for capital  appreciation.  Current income
will not be a  substantial  factor in the  selection  of these  securities.  The
Portfolio  will only  invest in bonds,  debentures,  and  corporate  obligations
(other than  convertible  securities and preferred stock) rated investment grade
(BBB or higher) at the time of purchase.  Bonds in the lowest  investment  grade
category  (BBB) have  speculative  characteristics.  Convertible  securities and
preferred  stocks  purchased by the  Portfolio  may be rated in medium and lower
categories  by Moody's  or S&P (Ba or lower by Moody's  and BB or lower by S&P),
but will not be rated  lower than B. The  Portfolio  may also  invest in unrated
convertible   securities  and  preferred   stocks  in  instances  in  which  the
Sub-advisor  believes  that  the  financial  condition  of  the  issuer  or  the
protection  afforded  by the  terms  of the  securities  limits  risk to a level
similar to that of securities  eligible for purchase by the  Portfolio  rated in
categories no lower than B. The  Portfolio may invest  without limit in American
Depository Receipts and may invest in foreign securities. Foreign investments of
the Portfolio may include  securities  issued by companies  located in countries
not considered to be major industrialized  nations, which involve certain risks.
The Portfolio may use futures  contracts and options for hedging  purposes.  The
Portfolio  may engage in  short-term  trading and  therefore  normally will have
annual portfolio turnover rates which are considered to be high.

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.

Robertson  Stephens Value + Growth  Portfolio:  The investment  objective of the
Robertson Stephens Value + Growth Portfolio is to seek capital appreciation. The
Portfolio will invest primarily in growth companies  believed by the Sub-advisor
to have favorable  relationships between  price/earnings ratios and growth rates
in sectors offering the potential for above-average returns.

In selecting  investments for the Portfolio,  the Sub-advisor's primary emphasis
is typically on evaluating a company's  management,  growth prospects,  business
operations, revenues, earnings, cash flows, and balance sheet in relationship to
its share  price.  The  Sub-advisor  may select  stocks  which it  believes  are
undervalued   relative  to  the  current  stock  price.   When  the  Sub-advisor
anticipates that the price of a security will decline,  it may sell the security
short  and  borrow  the same  security  from a broker  or other  institution  to
complete the sale.

The  Portfolio  may invest a  substantial  portion  of its assets in  securities
issued by small companies.  Such companies may offer greater  opportunities  for
capital  appreciation than larger  companies,  but investments in such companies
may involve  certain  special risks such as limited  product lines,  markets and
financial or  managerial  resources.  These  securities  may be less  frequently
traded and the values may fluctuate more sharply than other securities.

The Portfolio  may invest up to 35% of its net assets in securities  principally
traded in foreign markets.  The Portfolio may buy or sell foreign currencies and
options and futures  contracts  on foreign  currencies  for hedging  purposes in
connection with its foreign investments.  The Portfolio may also at times invest
a  substantial  portion of their assets in  securities  of issuers in developing
countries. Although many of the securities in which the Portfolio may invest are
traded on securities  exchanges,  the Portfolio may trade in limited volume, and
the exchanges may not provide all of the conveniences or protections provided by
securities exchanges in more developed markets.

At times,  the Portfolio may invest more than 25% of its assets in securities of
issuers in one or more  market  sectors  such as, for  example,  the  technology
sector.  A market  sector  may be made up of  companies  in a number of  related
industries. The Portfolio would only concentrate its investments in a particular
market sector if the Sub-advisor were to believe the investment return available
from  concentration in that sector justifies any additional risk associated with
concentration in that sector.

AST Putnam Value Growth & Income Portfolio:  The primary investment objective of
the AST  Putnam  Value  Growth & Income  Portfolio  is to seek  capital  growth.
Current  income is a  secondary  investment  objective.  The  Portfolio  invests
primarily in common  stocks that offer  potential for capital  growth,  and may,
consistent with its investment objectives, invest in stocks that offer potential
for current income.  The Portfolio may also purchase  corporate bonds, notes and
debentures,  preferred stocks,  or convertible  securities (both debt securities
and  preferred  stocks)  or  U.S.  government  securities,  if  the  Sub-advisor
determines  that their  purchase would help further the  Portfolio's  investment
objectives.  The  Portfolio  may  invest up to 20% of its  assets in  securities
traded in foreign  markets.  The Portfolio may also purchase ADRs and Eurodollar
certificates  of deposit,  without  regard to the 20% limit.  The  Portfolio may
invest in  securities  principally  traded in, or issued by issuers  located in,
underdeveloped  and  developing  nations,  which are  sometimes  referred  to as
"emerging  markets." The Portfolio may buy or sell foreign  currencies,  foreign
currency futures  contracts and foreign  currency forward  contracts for hedging
purposes in connection with its foreign investments.

The  Portfolio  may invest a portion of its assets in  fixed-income  securities,
including lower-rated fixed-income securities, which are commonly known as "junk
bonds," without limitation as to credit rating. The Portfolio may invest in zero
coupon bonds and  payment-in-kind  bonds.  The  Portfolio may buy and sell stock
index futures contracts.  The Portfolio may buy and sell call and put options on
index  futures  or on stock  indices  in  addition  to or as an  alternative  to
purchasing or selling  index  futures or, to the extent  permitted by applicable
law, to earn additional  income.  The Portfolio may seek to increase its current
return by writing covered call and put options on securities it owns or in which
it may  invest.  The  Portfolio  may also buy and sell put and call  options for
hedging purposes.  The aggregate value of the securities  underlying the options
may not exceed 25% of Portfolio assets.  The Portfolio may enter into repurchase
agreements. The Portfolio may purchase securities for future delivery, which may
increase  its overall  investment  exposure  and  involves a risk of loss if the
value of the securities declines prior to the settlement date.

AST Putnam International  Equity Portfolio:  The investment objective of the AST
Putnam  International  Equity  Portfolio  is to seek capital  appreciation.  The
Portfolio  seeks its  objective by investing  primarily in equity  securities of
companies  located in a country other than the United  States.  The  Portfolio's
investments will normally include common stocks,  preferred  stocks,  securities
convertible into common or preferred stocks,  and warrants to purchase common or
preferred  stocks.  The  Portfolio  may also  invest to a lesser  extent in debt
securities and other types of investments if the Sub-advisor believes purchasing
them would help achieve the Portfolio's  objective.  The Portfolio  will,  under
normal circumstances, invest at least 65% of its total assets in issuers located
in at least three different countries other than the United States.

The Portfolio may invest in securities of issuers in emerging  markets,  as well
as more developed markets. Investing in emerging markets generally involves more
risks then in  investing  in  developed  markets.  The  Portfolio  may invest in
companies,  large or small,  whose  earnings  are believed to be in a relatively
strong growth trend, or in companies in which significant  further growth is not
anticipated  but whose  market  value per share is  thought  to be  undervalued.
Smaller companies may present greater  opportunities  for capital  appreciation,
but may also involve  greater  risks.  The  Portfolio may engage in a variety of
transactions  involving the use of options and futures  contracts and in foreign
currency exchange  transactions for purposes of increasing its investment return
or hedging  against market  changes.  Options and futures  transactions  involve
certain  special risks.  The Portfolio may engage in foreign  currency  exchange
transactions  to protect  against  uncertainty  in the level of future  exchange
rates. The Sub-advisor may engage in foreign currency  exchange  transactions in
connection  with the purchase and sale of  portfolio  securities  and to protect
against changes in the value of specific portfolio positions.

AST  Putnam  Balanced  Portfolio:  The  investment  objective  of the AST Putnam
Balanced  Portfolio  is  to  provide  a  balanced   investment   composed  of  a
well-diversified  portfolio  of stocks and bonds which will produce both capital
growth and current income. In seeking its objective, the Portfolio may invest in
almost any type of security or negotiable  instrument,  including  cash or money
market  instruments.  The  Portfolio's  portfolio  will include some  securities
selected  primarily  to provide  for capital  protection,  others  selected  for
dependable  income  and still  others for  growth in value.  The  portion of the
Portfolio's  assets  invested in equity  securities and fixed income  securities
will vary from time to time in light of the  Portfolio's  investment  objective,
changes in interest rates and economic and other factors.  However, under normal
market  conditions,  it is expected that at least 25% of the  Portfolio's  total
assets will be  invested  in fixed  income  securities,  which for this  purpose
includes  debt  securities,  preferred  stocks and that  portion of the value of
convertible securities attributable to the fixed income characteristics of those
securities.  The  Portfolio  may  invest  up to  20%  of its  assets  in  equity
securities  principally  traded in foreign markets or in fixed income securities
denominated  in foreign  currencies.  The  Portfolio  may also purchase ADRs and
Eurodollar  certificates  of  deposit  without  regard  to the  20%  limit.  The
Portfolio may invest in securities  principally  traded in, or issued by issuers
located in, underdeveloped and developing nations,  which are sometimes referred
to as "emerging markets" which may entail special risks.

The Portfolio may buy or sell foreign  currencies and foreign  currency  forward
contracts for hedging purposes in connection with its foreign  investments.  The
Portfolio  may  invest  in  both   higher-rated  and  lower-rated   fixed-income
securities.  The Portfolio  will not invest in  securities  rated at the time of
purchase  lower  than B by Moody's or S&P,  or in unrated  securities  which the
Sub-advisor  determines  are  of  comparable  quality.  Securities  rated  B are
predominantly  speculative and have large  uncertainties or major risk exposures
to adverse  conditions.  The Portfolio may invest in so-called zero coupon bonds
whose values are subject to greater fluctuation in response to changes in market
interest rates than bonds that pay interest currently. The Portfolio may buy and
sell futures contracts. The Portfolio may seek to increase its current return by
writing  covered call and put options on  securities  it owns or in which it may
invest.

Twentieth Century Strategic Balanced Portfolio:  The investment objective of the
Twentieth  Century  Strategic  Balanced  Portfolio is to seek capital growth and
current income. It is the Sub-advisor's  intention to maintain approximately 60%
of  the  Portfolio's  assets  in  common  stocks  that  are  considered  by  the
Sub-advisor  to have  better-than-average  prospects  for  appreciation  and the
remainder in bonds and other fixed income securities. With the equity portion of
the Portfolio,  the Sub-advisor seeks capital growth by investing in securities,
primarily common stocks,  that meet certain  fundamental and technical standards
of selection (relating primarily to earnings and revenue acceleration) and have,
in  the  opinion  of  the   Sub-advisor,   better-than-average   potential   for
appreciation.  So long as a sufficient  number of such securities are available,
the  Sub-advisor  intends to keep the  equity  portion  of the  Portfolio  fully
invested  in  these  securities  regardless  of the  movement  of  stock  prices
generally.  The Portfolio may purchase  securities only of companies that have a
record of at least three years continuous operation.

The Sub-advisor intends to maintain  approximately 40% of the Portfolio's assets
in fixed  income  securities,  approximately  80% of which will be  invested  in
domestic fixed income securities and approximately 20% of which will be invested
in foreign fixed income securities.  This percentage will fluctuate from time to
time.  The fixed income  portion of the  Portfolio  will  include U.S.  Treasury
securities,  securities issued or guaranteed by the U.S. government or a foreign
government, or an agency or instrumentality of the U.S. or a foreign government,
and non-convertible debt obligations issued by U.S. or foreign corporations. The
Portfolio may also invest in mortgage-related and other asset-backed securities.
Debt  securities that comprise part of the  Portfolio's  fixed income  portfolio
will  primarily  be limited to  "investment  grade"  obligations.  However,  the
Portfolio  may  invest up to 10% of its  fixed  income  assets  in "high  yield"
securities.  Under normal market  conditions,  the  maturities  of  fixed-income
securities in which the Portfolio invests will range from 2 to 30 years.

The  Portfolio  may invest up to 25% of its total  assets in the  securities  of
foreign  issuers,  including debt  securities of foreign  governments  and their
agencies  primarily  from  developed  markets,  when these  securities  meet its
standards of selection. Some of the foreign securities held by the Portfolio may
be denominated in foreign  currencies.  To protect against adverse  movements in
exchange rates between currencies, the Portfolio may, for hedging purposes only,
enter into  forward  currency  exchange  contracts  and buy put and call options
relating to currency futures contracts.

The Portfolio may purchase  mortgage-related and other asset-backed  securities.
The  Portfolio  may also  invest in  collateralized  mortgage  obligations.  The
Portfolio may invest in repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of the Portfolio.  To
the extent  permitted by its investment  objectives and policies,  the Portfolio
may  invest  in  securities  that  are  commonly  referred  to  as  "derivative"
securities.  Some "derivatives" such as mortgage-related  and other asset-backed
securities are in many respects like any other investment,  although they may be
more  volatile  or less  liquid  than  more  traditional  debt  securities.  The
Portfolio may not invest in a derivative  security unless the reference index or
the instrument to which it relates is an eligible  investment for the Portfolio.
There are a range of risks associated with derivative investments. The Portfolio
may,  from  time to time,  purchase  Rule  144A  securities  when  they  present
attractive investment opportunities that otherwise meet the Portfolio's criteria
for selection.  The portfolio turnover of the Portfolio may be higher than other
mutual funds with similar investment objectives.

Twentieth Century  International  Growth Portfolio:  The investment objective of
the Twentieth Century  International Growth Portfolio is to seek capital growth.
The  Portfolio  will seek to  achieve  its  investment  objective  by  investing
primarily in securities  of foreign  issuers that meet certain  fundamental  and
technical standards of selection (relating primarily to acceleration of earnings
and  revenues)  and have,  in the  opinion  of the  Sub-advisor,  potential  for
appreciation.  The  Portfolio  will  invest  primarily  in issuers in  developed
markets.  The Portfolio will invest primarily in equity  securities  (defined to
include equity equivalents) of such issuers.  The Portfolio will attempt to stay
fully  invested in such  securities,  regardless of the movement of stock prices
generally. The Portfolio may also invest in other types of securities consistent
with the  accomplishment  of the  Portfolio's  objectives.  When the Sub-advisor
believes that the total return potential of other  securities  equals or exceeds
the potential return of equity securities, the Portfolio may invest up to 35% in
such other  securities.  The other  securities  the  Portfolio may invest in are
bonds,  notes and debt  securities of companies and  obligations  of domestic or
foreign  governments and their agencies.  The Portfolio will limit its purchases
of debt securities to investment grade obligations.

The Portfolio may also invest in other equity securities and equity equivalents.
Examples of other equity securities and equity  equivalents are preferred stock,
convertible preferred stock and convertible debt securities.  Equity equivalents
may also include  securities  whose value or return is derived from the value or
return of a different  security.  Under normal  conditions,  the Portfolio  will
invest at least 65% of its assets in equity and equity equivalent  securities of
issuers  from at least  three  countries  outside  of the United  States.  While
securities of U.S.  issuers may be included in the Portfolio  from time to time,
it is the primary intent of the  Sub-advisor to diversify  investments  across a
broad range of foreign issuers.

In order to  achieve  maximum  investment  flexibility,  the  Portfolio  has not
established   geographic   limits   on   asset   distribution,   on   either   a
country-by-country or region-by-region  basis. The Sub-advisor expects to invest
both in issuers in developed  markets (such as Germany,  the United  Kingdom and
Japan)  and  in  issuers  in  emerging  market  countries.  Subject  to  certain
restrictions  contained in the Investment  Company Act, the Portfolio may invest
up to 10%  of  its  assets  in  certain  foreign  countries  indirectly  through
investment  funds and registered  investment  companies  authorized to invest in
those  countries.  Some  of  the  securities  held  by  the  Portfolio  will  be
denominated  in foreign  currencies.  To protect  against  adverse  movements in
exchange rates between currencies, the Portfolio may, for hedging purposes only,
enter into forward currency exchange contracts.

Notwithstanding the Portfolio's  investment  objective of capital growth,  under
exceptional market or economic conditions,  the Portfolio may temporarily invest
all  or a  substantial  portion  of  its  assets  in  cash  or  investment-grade
short-term securities  (denominated in U.S. dollars or foreign currencies).  The
Portfolio may invest in repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of the Portfolio. The
Portfolio  will not invest more than 15% of its assets in repurchase  agreements
maturing in more than seven days. The Portfolio may, from time to time, purchase
Rule 144A securities when they present attractive investment  opportunities that
otherwise meet the Portfolio's criteria for selection.

The  portfolio  turnover  may be higher  than other  mutual  funds with  similar
investment  objectives.  Investments in the Portfolio should not be considered a
complete  investment  program and may not be appropriate  for an individual with
limited  investment  resources or who is unable to tolerate  fluctuations in the
value of the investment.

                             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.

Alger American Small Capitalization  Portfolio:  The investment objective of the
Alger American Small Capitalization Portfolio is long-term capital appreciation.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of purchase
of the  securities,  have  total  market  capitalization  within  the  range  of
companies  included within the Russell 2000 Growth Index or the S&P SmallCap 600
Index, updated quarterly. Both indexes are broad indexes of small capitalization
stocks.  The  Portfolio  may  invest  up to 35% of its  total  assets  in equity
securities  of  companies  that,  at the time of  purchase,  have  total  market
capitalization  outside this combined range, and in excess of that amount (up to
100% of its assets) during temporary defensive periods.

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

                  Neuberger & Berman Advisers Management Trust

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

AMT Partners Portfolio: The investment objective of the AMT Partners
Portfolio is to seek capital growth. This investment objective is
non-fundamental.

AMT Partners  Portfolio  invests  primarily in common  stocks of medium to large
capitalization   established  companies,  using  the  value-oriented  investment
approach. The Portfolio seeks capital growth through an investment approach that
is designed to increase  capital with  reasonable  risk. Its investment  program
seeks  securities  believed  to be  undervalued  based  on  strong  fundamentals
including  a  low  price-to-earnings  ratios,  consistent  cash  flow,  and  the
company's track record through all parts of the market cycle.

AMT Partners  Portfolio may invest up to 15% of its net assets,  measured at the
time of investment, in corporate debt securities rated below investment grade or
in comparable  unrated  securities.  Securities  rated below investment grade as
well as unrated  securities are often  considered to be speculative  and usually
entail greater risk.

                           Montgomery Variable Series

Emerging Markets Fund: The investment  objective of the Emerging Markets Fund is
capital  appreciation  which, under normal conditions,  it seeks by investing at
least  65%  of its  total  assets  in  equity  securities  of  emerging  markets
companies.   Under  normal  conditions,  the  Emerging  Markets  Fund  maintains
investments in at least six emerging  market  countries at all times and invests
no more than 35% of its total assets in any one  emerging  market  country.  The
Manager currently  regards the following to be emerging market countries:  Latin
American (Argentina, Brazil, Chile, Colombia, Costa Rica, Jamaica, Mexico, Peru,
Trinidad  and Tobago,  Uruguay,  Venezuela);  Asia  (Bangladesh,  China,  India,
Indonesia,  Korea, Malaysia,  Pakistan, the Philippines,  Singapore,  Sri Lanka,
Taiwan, Thailand, Vietnam); southern and eastern Europe (Czech Republic, Greece,
Hungary,  Poland, Portugal,  Russia, Turkey); the Middle East (Israel,  Jordan);
and Africa (Egypt,  Ghana, Ivory Coast, Kenya, Morocco,  Nigeria,  South Africa,
Tunisia,  Zimbabwe). In the future, the Fund may invest in other emerging market
countries.

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

This Fund invests  primarily in common stock, but also may invest in other types
of equity and equity derivative securities. It may invest up to 35% of its total
assets in debt  securities,  including up to 5% in debt  securities  rated below
investment grade.

This Fund may invest in certain debt  securities  issued by the  governments  of
emerging  market  countries  that are, or may be eligible for,  conversion  into
investments  in  emerging  market  companies  under  debt  conversion   programs
sponsored by such  governments.  If such  securities  are  convertible to equity
investments, the Fund deems them to be equity derivative securities.


<PAGE>




                   American Skandia Life Assurance Corporation
                            Attention: Concierge Desk

                              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 EDB-PROS (07/97).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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



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



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




<PAGE>


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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

                           [email protected]



Issued by:                                                          Serviced at:

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

                                 Distributed by:

                    AMERICAN SKANDIA MARKETING, INCORPORATED
                               One Corporate Drive
                           Shelton, Connecticut 06484
                            Telephone: (203) 926-1888
                         http://www.AmericanSkandia.com



                        

EDB
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

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

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

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

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

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

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

Item 16.  Exhibits and Financial Statement Schedules:

<TABLE>
<CAPTION>
         Exhibits                                                                                              Page
<S>      <C>                                                                               <C>        <C>  
1        Underwriting agreement incorporated by reference to Post-Effective Amendment
         No. 1 to Registration Statement No. 33-26122, filed March 1, 1990

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

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

   
4         Instruments  defining  the  rights of  security  holders,  including  indentures  incorporated  by  reference  to
         Pre-Effective  Amendment  No.  1  to  Registration  Statement  No.  333-26685,   filed  simultaneously  with  this
         Registration Statement.
    


5        Opinion re legality                                                                Included as Exhibit 23(b)

6 - 9                                                                                                Not applicable

10       Material contracts (Investment Management Agreement)

(a)      Agreement with J.P. Morgan Investment Management Inc. incorporated by reference to
         Post-Effective Amendment No. 5 to Registration Statement No. 33-26122, filed April 23, 1991
         (i) Filed via EDGAR with Post-Effective Amendment No. 1 Registration Statement No. 333-00941, filed February 25,
         1997

(b)      Agreement with Fleet Investment Advisors Inc., incorporated by reference to the initial filing
         of Registration Statement No. 33-86918 filed December 1, 1994
         (i) Filed via EDGAR with Post-Effective Amendment No. 1 Registration Statement No. 333-00941, filed February 25,
         1997

11 - 22                                                                                              Not applicable

   
23a      Consent of Deloitte & Touche LLP                                                           Exhibit No. 23a

23b      Opinion & Consent of Werner & Kennedy                                                      Exhibit No. 23b
    

24       Power of Attorney

         Directors  Boronow,  Campbell,   Carendi,   Danckwardt,   Dokken,  Sutyak,  Mazzaferro,   Moberg,
         Soderstrom,  Tracy, Svensson,  Brunetti, and Collins filed via EDGAR with Initial Registration to
         Registration Statement No. 333-025733, filed April 24, 1997

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

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

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

Item 17.  Undertakings:  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

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


<PAGE>











                                                 Exhibits


<PAGE>



         Exhibit 4         Instruments   defining  the  rights  of  security
                           holders, including indentures


   
         Exhibit 23a       Consent of Deloitte & Touche LLP

         Exhibit 23b       Opinion and Consent of Werner & Kennedy
    



<PAGE>



EDB/CRT(4/97)-01
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                              SHELTON, CONNECTICUT

                                (A Stock Company)


This  certificate  (the  "Annuity")  is a summary of the  provisions  of a group
annuity  contract.  The contract owner and contract are as shown in the Schedule
made part of this Annuity.

                                 RIGHT TO CANCEL

You may return this Annuity to our Office or to the representative who solicited
its  purchase  for a refund  within  twenty-one  days after you  receive it. The
amount of the refund  will  equal the then  current  Account  Value plus any tax
charge  deducted as of the date we receive the  cancellation  request.  A market
value  adjustment  does not apply in  determining a Fixed  Allocation's  account
value during the Right to Cancel  period.  You bear the  investment  risk during
this  period.  If this  Annuity is issued as an  individual  retirement  annuity
("IRA"),  we will  refund the  greater of (1) the  Purchase  Payment and (2) the
current Account Value plus any tax charge deducted as of the date we receive the
cancellation  request,  if you  exercise  the Right to Cancel  provision  and we
receive your  request for refund In Writing at our Office  within ten days after
you receive the Annuity.


Signed for American Skandia Life Assurance Corporation:







                                    President



                             GROUP DEFERRED ANNUITY
                                NON-PARTICIPATING
        VARIABLE AND FIXED INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD
                   FIXED ANNUITY PAYMENTS IN THE PAYOUT PERIOD

IN THE  ACCUMULATION  PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE VARIABLE
INVESTMENT OPTIONS ARE BASED ON THEIR INVESTMENT PERFORMANCE AND ARE, THEREFORE,
NOT  GUARANTEED.  PLEASE  REFER TO THE SECTION  ENTITLED  "ACCOUNT  VALUE IN THE
SUB-ACCOUNTS" FOR A MORE COMPLETE EXPLANATION.

IN THE  ACCUMULATION  PERIOD ANY  PAYMENTS AND VALUES  PROVIDED  UNDER THE FIXED
INVESTMENT  OPTIONS MAY BE SUBJECT TO A MARKET VALUE  ADJUSTMENT.  SUCH A MARKET
VALUE  ADJUSTMENT  MAY INCREASE OR DECREASE ANY SUCH PAYMENTS OR VALUES.  PLEASE
REFER TO THE SECTION  ENTITLED  "ACCOUNT VALUE OF THE FIXED  ALLOCATIONS"  FOR A
MORE COMPLETE EXPLANATION.


<PAGE>



2

EDB/CRT(4/97)-02
                                TABLE OF CONTENTS

DEFINITIONS...................................................................5


INVESTMENT OF ACCOUNT VALUE...................................................7


OPERATIONS OF THE SEPARATE ACCOUNTS...........................................8


CHARGES.......................................................................9


PARTICIPATION RIGHTS AND DESIGNATIONS........................................10


PURCHASE PAYMENTS............................................................11


ACCOUNT VALUE AND SURRENDER VALUE............................................11


ALLOCATION RULES.............................................................13


TRANSFERS....................................................................13


DISTRIBUTIONS................................................................14


GENERAL PROVISIONS...........................................................19


ANNUITY TABLES...............................................................21









A copy of any enrollment form and any riders and endorsements are attached.


<PAGE>





3
EDB/CRT(4/97)-03
                                    SCHEDULE


ANNUITY NUMBER:    [001-00001]      ISSUE DATE:     [JUNE 1, 1990]

TYPE OF BUSINESS:  [NON-QUALIFIED]

PARTICIPANT:    [JOHN DOE]
         DATE OF BIRTH:  [OCTOBER 21, 1940]          SEX:     [MALE]

[PARTICIPANT:   [MARY DOE]
         DATE OF BIRTH:  [OCTOBER 15, 1940]                   SEX:     [FEMALE]]

ANNUITANT:     [JOHN DOE]

ANNUITANT'S DATE OF BIRTH:     [APRIL 01,1934]       ANNUITANT'S SEX:     [MALE]

ANNUITY DATE:     [MAY 01, 2019]

CONTINGENT ANNUITANT:     AS NAMED IN ANY ENROLLMENT FORM OR LATER CHANGED

BENEFICIARY:     AS NAMED IN ANY ENROLLMENT FORM OR LATER CHANGED

PURCHASE PAYMENT:     $[1,000]      NET PURCHASE PAYMENT:     $[1,000]

MINIMUM ADDITIONAL PURCHASE PAYMENT     $[100]

MINIMUM WITHDRAWAL AMOUNT:    $[100]

MINIMUM ACCOUNT VALUE AFTER WITHDRAWAL:     $[1,000]

MINIMUM ANNUITY PAYMENT:     $[100 PER MONTH]

DEATH BENEFIT TARGET DATE:

         IF  THERE  IS ONE  PARTICIPANT:  [THE  ANNIVERSARY  OF THE  ISSUE  DATE
         FOLLOWING THE CURRENT PARTICIPANT'S 80TH BIRTHDAY]

         IF THERE ARE JOINT PARTICIPANTS:  [THE ANNIVERSARY OF THE ISSUE DATE ON
         OR IMMEDIATELY  FOLLOWING THE 80TH BIRTHDAY OF THE OLDER OF THE CURRENT
         PARTICIPANTS]

         IF THE  PARTICIPANT IS NOT A NATURAL  PERSON:  [THE  ANNIVERSARY OF THE
         ISSUE DATE ON OR  IMMEDIATELY  FOLLOWING THE CURRENT  ANNUITANT'S  80TH
         BIRTHDAY]



<PAGE>



4

EDB/CRT(4/97)-04

                              SCHEDULE (CONTINUED)


CONTINGENT DEFERRED SALES CHARGE:

                  LENGTH OF TIME                     PERCENTAGE OF PURCHASE
                  SINCE PURCHASE PAYMENT             PAYMENTS BEING LIQUIDATED

                           [0-1 year                                   7.5%
                           1-2 years                                   7.0%
                           2-3 years                                   6.0%
                           3-4 years                                   5.0%
                           4-5 years                                   4.0%
                           5-6 years                                   3.0%
                           6-7 years                                   2.0%
                           7+ years                                    0%]

TRANSFER FEE:  $[10 PER TRANSFER AFTER THE TWELFTH IN AN ANNUITY YEAR]

MAINTENANCE FEE     [LESSER OF $30 OR 2% OF ACCOUNT VALUE]

Insurance Charge:  [1.40%]

INTEREST RATE MINIMUM: [2.25 PER CENT (.0225) LESS THAN THE AMOUNT DETERMINED BY
THE INDEX. IN NO EVENT WILL THE MINIMUM BE LESS THAN ZERO.]

VARIABLE SEPARATE ACCOUNT: [AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE
ACCOUNT B - CLASS 1 SUB-ACCOUNTS]

FIXED SEPARATE ACCOUNT:  [AMERICAN SKANDIA LIFE ASSURANCE  CORPORATION  SEPARATE
ACCOUNT D]

OWNER:     [AMERICAN SKANDIA INSURANCE TRUST]

CONTRACT:     [026]


OFFICE:              AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                               ONE CORPORATE DRIVE
                                  P.O. BOX 883
                           SHELTON. CONNECTICUT 06484
                            Telephone: 1-800-752-6342
                  Electronic mail: [email protected]



<PAGE>





5
EDB/CRT(4/97)-05
                                   DEFINITIONS

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

Accumulation  Period:  The  period  of time  from the  Issue  Date  through  and
including the 15th day prior to the Annuity Date.

Anniversary  Value: The Account Value in the Sub-accounts plus the Interim Value
in the Fixed  Allocations on each  anniversary of the Issue Date plus the sum of
all Purchase Payments since such  anniversaries  less the sum of all withdrawals
since such anniversary.

Annuitant:  The person upon whose life this Annuity is issued.

Annuity:  A summary of your rights and benefits  under the contract shown in the
Schedule.

Annuity Date:  The date on which annuity payments are to commence.

Annuity Years: Continuous 12 month periods commencing on the Issue Date and each
anniversary of the Issue Date.

Beneficiary:  The person designated as the recipient of the death benefit.

Contingent  Annuitant:   The  person  named  to  become  the  Annuitant  on  the
Annuitant's death prior to the Annuity Date.

Current Rates:  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:  An allocation of Account Value that is to be credited a fixed
rate of interest for a specified Guarantee Period during the Accumulation Period
and is to be supported by assets in the Fixed Separate Account.

Fixed  Separate  Account:  The separate  account  shown in the Schedule  used in
relation to Fixed Allocations.

Guarantee  Period: A period of time during the Accumulation  Period during which
we credit a fixed rate of interest on a Fixed Allocation.

In Writing:  In a written form satisfactory to us and filed at the Office.

Interim  Value:  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 and interest
thereon from the date of each withdrawal or transfer.

Issue Date: The effective date of your participation under the contract shown in
the Schedule in relation to the rights and benefits evidenced by this Annuity.


<PAGE>



6

EDB/CRT(4/97)-06

MVA: 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.

Maturity Date:  The last day in a Guarantee Period.

Minimum  Distributions:  A specific  type of  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
Internal Revenue Code.

Net Purchase Payment:  A Purchase Payment less any applicable charge for taxes.

Office:  The location  shown in the Schedule  where all requests  regarding this
Annuity are to be sent.

Owner:  The person or entity shown in the Schedule  unless later  changed,  that
owns the master group contract under which an Annuity is issued.

Payout Period:  The period starting on the Annuity Date during which the annuity
is paid.

Purchase Payment: A cash consideration you give to us for the rights, privileges
and benefits outlined in this Annuity.

Sub-account:  A division of the Variable Separate Account shown in the Schedule.
We use Sub-accounts to calculate variable benefits under this Annuity.

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

Unit: A measure used to calculate  your Account Value in a Sub-account  prior to
the Annuity Date.

Unit Price: 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: 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:  The period of time  between the close of business of the New
York Stock Exchange on successive Valuation Days.

Variable Separate  Account:  The variable separate account shown in the Schedule
used in relation to Sub-accounts.

We, us, our:  American Skandia Life Assurance Corporation.

You, your:  The participant shown in the Schedule.

<PAGE>



7

EDB/CRT(4/97)-07
                           INVESTMENT OF ACCOUNT VALUE

General:  In the  Accumulation  Period  we offer a range of  variable  and fixed
investment  options  as ways to invest  your  Account  Value.  You may  maintain
Account Value in multiple investment  options,  subject to the limits set out in
the  Allocation  Rules section of this Annuity.  You may transfer  Account Value
between investment options, subject to the requirements set out in the Transfers
section of this Annuity. Transfers may be subject to a fee.

Variable Investment Options: During the Accumulation Period we offer a number of
Sub-accounts as variable investment  options.  These are all Sub-accounts of the
Variable Separate Account shown in the Schedule.

Fixed Investment  Options: We may offer Fixed Allocations with Guarantee Periods
of different durations.  Each such Fixed Allocation is accounted for separately.
Each Fixed  Allocation  earns a fixed rate of interest  throughout its 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.

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.

A Guarantee Period for a Fixed Allocation  begins: (a) when all or part of a Net
Purchase  Payment is allocated to 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,  for the class of contracts to which
this Annuity belongs, 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.

Interest Rate Minimum

Interest rates are determined by us. However, rates are subject to a minimum. We
may declare a higher rate.  The minimum for a Fixed  Allocation 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  the  Annuity  is  delivered.   The  reduction  used  in
determining the minimum is as shown in the Schedule.


<PAGE>



8

EDB/CRT(4/97)-08
                       OPERATIONS OF THE SEPARATE ACCOUNTS

General:  The assets  supporting our obligations under the Annuities may be held
in  various  accounts,  depending  on the  obligation  being  supported.  In the
Accumulation  Period,  assets  supporting  Account  Values are held in  separate
accounts  established under the laws of the State of Connecticut.  In the Payout
Period,  assets  supporting  fixed  annuity  payments  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,  which may include  Annuities  issued under the
contract shown in the Schedule.

Variable  Separate  Account:  In both the Accumulation  Period and in the Payout
Period,  should we offer any variable settlement options,  the assets supporting
obligations based on allocations to the variable  investment options are held in
the Variable  Separate  Account  shown in the Schedule.  This  separate  account
consists of multiple  Sub-accounts.  This separate account was established by us
pursuant to  Connecticut  law. This separate  account also holds assets of other
annuities  issued by us with  values and  benefits  that vary  according  to the
investment performance of this Variable Separate Account.

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

The Variable  Separate  Account is registered  with the  Securities and Exchange
Commission  ("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 the Variable Separate Account.

Sub-accounts  are permitted to invest in  underlying  mutual funds or portfolios
that we consider  suitable.  We also reserve the right to change the  investment
policy of any or all  Sub-accounts,  add Sub-accounts,  eliminate  Sub-accounts,
combine Sub-accounts,  or to substitute underlying mutual funds or portfolios of
underlying mutual funds, subject to any required regulatory approvals.

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.

We reserve the right to transfer assets of the Variable Separate Account,  which
we determine to be associated  with the class of contracts to which this Annuity
belongs, to another Variable Separate Account. If this type of transfer is made,
the term  "Variable  Separate  Account" as used in this Annuity,  shall mean the
Variable Separate Account to which the assets were transferred.


<PAGE>



9

EDB/CRT(4/97)-09

Fixed  Separate  Account:  In the  Accumulation  Period,  assets  supporting our
obligations  based on Fixed  Allocations are held in the Fixed Separate  Account
shown  in  the  Schedule,  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 the Fixed Separate  Account.  This separate account
was established by us pursuant to Connecticut law.

There are no discrete units in the Fixed Separate Account.  No party with rights
under any annuity nor any group  contract owner  participates  in the investment
gain or loss from assets held in the Fixed Separate  Account.  Such gain or loss
accrues  solely to us. We  retain  the risk that the value of the  assets in the
Fixed Separate Account may drop below the reserves and other liabilities we must
maintain.  Should the value of the  assets in the Fixed  Separate  Account  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 the Fixed  Separate  Account to make up the  difference.  We have the
right to  transfer  to our  general  account  any  assets of the Fixed  Separate
Account in excess of such reserves and other liabilities.  We maintain assets in
the Fixed Separate Account 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.
The Account  Value of a Fixed  Allocation  is  guaranteed to be its then current
Interim Value on its Maturity Date.

                                     CHARGES

General:  The charges which are or may be assessed  against your Annuity are the
contingent  deferred  sales  charge,  the  maintenance  fee,  tax  charges and a
transfer  fee.  The charge  assessed  against the  Sub-accounts  of the Variable
Separate Account is the insurance  charge.  In addition,  each underlying mutual
fund may assess various charges, including charges for investment advisory fees.
A charge for taxes may also be assessed against the Sub-accounts.

Contingent  Deferred Sales Charge: The contingent deferred sales charge for each
Purchase Payment is a 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 Annuity.  The charge is shown in
the Schedule.

Maintenance  Fee: This is an annual fee deducted at the end of each Annuity Year
or on surrender, if earlier. The amount of this charge is shown in the Schedule.
The fee is limited to the Account Values in the Sub-accounts as of the Valuation
Period  such fee is due.  The  maintenance  fee is not  assessed  if there is no
Account Value in any Sub-account as of the Valuation Period such fee is due.

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 at the time of a withdrawal or surrender of any type or
when  applied  under an annuity  option if the tax is incurred at that time.  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 addition to state taxes, local taxes may also apply. The amounts of
these taxes may exceed those for state taxes.

Transfer Fee: The transfer fee is as shown in the Schedule.  However, the fee is
only charged if there is Account Value in at least one  Sub-account  immediately
subsequent to such transfer. 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.


<PAGE>



10

EDB/CRT(4/97)-10

Allocation Of Annuity Charges:  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.  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  Surrender  Value as  applicable.  The  maintenance  fee is
assessed against the Sub-accounts on a pro-rata basis in relation to the Account
Values in each  Sub-account  as of the  Valuation  Period for which we price the
fee.

Insurance  Charge: We assess the assets of each Sub-account an insurance charge.
The charge is assessed  daily against each  Sub-account at the rate shown in the
Schedule of the average  daily total  value of such  Sub-account.  No  insurance
charge is deducted from the Fixed Allocations. No charge is deducted from assets
supporting any fixed or adjustable annuity payments.

                      PARTICIPATION RIGHTS AND DESIGNATIONS

Participation Rights, Annuitant and Beneficiary  Designations:  You may exercise
the rights, options and privileges granted participants by the contract as shown
in the Schedule or permitted by us. Your rights are subject to the rights of any
assignee recorded by us and of any irrevocably designated Beneficiary.

You make certain designations that apply to the Annuity.  These designations are
subject  to our  rules  and to  various  regulatory  or  statutory  requirements
depending on the use of the Annuity. These designations include a participant, a
contingent participant, 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.

A participant  must be named. If more than one participant is named,  all rights
reserved  to a  participant  are then held  jointly.  We require  the consent In
Writing of all joint  participants  for any transaction for which we require the
written  consent  of a  participant.  You  may  name a  contingent  participant.
However,  this designation takes effect only on or after the Annuity Date. Where
required  by law,  we require the consent In Writing of the spouse of any person
with a vested interest in an Annuity.

You must name an Annuitant.  We do not accept a designation of joint Annuitants.
Where  allowed by law, you may name one or more  Contingent  Annuitants.  If the
Annuitant dies before the Annuity Date, the Contingent Annuitant will become the
Annuitant.  If  there  is more  than one  participant,  all of whom are  natural
persons,  the  oldest  of any  such  participants  not  named  as the  Annuitant
immediately  becomes  the  Contingent  Annuitant  if  the  Contingent  Annuitant
predeceases the Annuitant or if a Contingent Annuitant is not designated.

Death benefits are payable to the  Beneficiary.  You may designate more than one
primary or contingent Beneficiary. If you make such a designation,  the proceeds
are payable in equal  shares to the  survivors  in the  appropriate  Beneficiary
class, unless you request 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.

<PAGE>



EDB/CRT(4/97)-11                                    11

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 participant,  contingent  participant,  Annuitant,  Contingent
Annuitant and  Beneficiary  designations  by sending a request In Writing.  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 participant  subsequent to the
death of the  participant or the first of any joint  participants to die, except
where  a  spouse-Beneficiary  has  become  the  participant  as  a  result  of a
participant'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.

Common  Disaster:  If a participant is a natural  person and if any  Beneficiary
dies  with  the  participant  in a common  disaster,  it must be  proved  to our
satisfaction  that the  participant  died  first.  Unless  information  provided
indicates  otherwise,  the  Annuity is treated  as though the  Beneficiary  died
first.  If:  (a) the  participant  is not a natural  person;  (b) no  Contingent
Annuitant has been designated;  and (c) the Annuitant and the Beneficiary die in
a common disaster, then it must be proved to our satisfaction that the Annuitant
died  first.  Unless  provided  otherwise,  the  proceeds  are payable as if the
Beneficiary died before the Annuitant.

                                PURCHASE PAYMENTS

Initial Purchase Payment:  Issuance of an Annuity represents both our acceptance
of an initial  Purchase  Payment and enrollment of a participant.  The amount of
your  initial Net  Purchase  Payment  evidenced  by this Annuity is shown in the
Schedule.  Your initial Purchase Payment is subject to our allocation rules (see
"Allocation Rules").

Additional Purchase Payments: The minimum for any additional Purchase Payment is
as shown in the Schedule.  Additional  Purchase Payments may be paid at any time
before the Annuity Date.  Subject to the  allocation  rules herein,  we allocate
additional  Net Purchase  Payments  according to the  instructions  you provide.
Should no instructions be received,  we return your additional  Purchase Payment
unless we receive at our Office,  your consent to our  retaining it until all of
our requirements are met. The consent must be in a form satisfactory to us.

                        ACCOUNT VALUE AND SURRENDER VALUE

General:  In the  Accumulation  Period your  Annuity has an Account  Value and a
Surrender  Value.  Your total  Account Value is the sum of your Account Value in
each Sub-account and each Fixed Allocation. Surrender Value is the Account Value
less  any  applicable  contingent  deferred  sales  charge  and  any  applicable
maintenance fee.

Account Value in the  Sub-accounts:  We determine your Account Value  separately
for each  Sub-account.  To determine  the Account Value in each  Sub-account  we
multiply the Unit Price as of the Valuation  Period for which the calculation is
being  made  times the  number of Units  attributable  to your  Annuity  in that
Sub-account as of that Valuation Period.

Units: The number of Units  attributable to this Annuity 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
affected Sub-account as of the Valuation Period applicable to such transaction.


<PAGE>



EDB/CRT(4/97)-12                                    12

Unit Price:  For each  Sub-account  the initial Unit Price was $10.00.  The Unit
Price for each subsequent  period is the net investment  factor for that period,
multiplied by the Unit Price for the immediately preceding Valuation Period. The
Unit Price for a Valuation Period applies to each day in the period.

Net Investment  Factor:  Each Sub-account has a net investment  factor.  The net
investment  factor is an index that measures the  investment  performance of and
charges assessed against a Sub-account from one Valuation Period to the next.

The net  investment  factor for a Valuation  Period is (a) divided by (b),  less
(c); where:

         (a)       is the net result of :

                  (1)      the net  asset  value  per  share  of the  underlying
                           mutual fund shares held in the Sub-account at the end
                           of the  current  Valuation  Period plus the per share
                           amount of any dividend or capital  gain  distribution
                           declared  by the  underlying  mutual fund during that
                           Valuation Period; plus or minus

                  (2)      any per share charge or credit  during the  Valuation
                           Period as a provision for taxes  attributable  to the
                           operation or maintenance of the Sub-account.

         (a)       is the net result of :

                  (1)      the net  asset  value  per  share  of the  underlying
                           mutual fund shares held in the Sub-account at the end
                           of the preceding Valuation Period; plus or minus

                  (2)      any per share charge or credit  during the  preceding
                           Valuation   Period   as   a   provision   for   taxes
                           attributable  to the operation or  maintenance of the
                           Sub-account.

         (a)       is the insurance charge.

We value the assets in the Sub-accounts at their fair market value in accordance
with accepted accounting practices and applicable laws and regulations.  The net
investment factor may be greater than, equal to, or less than one.

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  for a new Fixed
         Allocation  with a  Guarantee  Period  duration  equal to the number of
         years  (rounded to the next higher integer when occurring on other than
         an anniversary of the beginning of the Guarantee  Period)  remaining in
         the Fixed Allocation's Guarantee Period;

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

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date or during the Right to Cancel.

<PAGE>



EDB/CRT(4/97)-13                                    13

                                ALLOCATION RULES

You may  allocate  your  Account  Value  among the  investment  options  we make
available.  The variable  investment  options are  Sub-accounts  of the Variable
Separate Account. The fixed investment options are the Guarantee Periods we make
available for Fixed  Allocations.  In the Accumulation  Period, you may maintain
Account  Value in up to ten  Sub-accounts.  You may also  maintain an  unlimited
number of Fixed Allocations;  however,  we reserve the right to limit the amount
you may allocate to any Fixed Allocation.  Should you request a transaction that
would  leave  less than any  minimum  amount we then  require  in an  investment
option, we reserve the right, to the extent permitted by law, to add the balance
of your Account Value in the applicable  Sub-account or Fixed  Allocation to the
transaction and close out your balance in that investment option.

If you request automatic  transfer programs,  including,  but not limited to any
market timing or asset allocation  strategies  provided by any independent third
party, all Purchase Payments,  including the initial Purchase Payment,  received
while your Annuity is subject to such an  arrangement,  must be allocated to the
same investment options and in the same proportions as then required pursuant to
the applicable program, but only to the extent we have received  instructions to
that  effect.  Such  allocation  requirements  terminate  simultaneously  to the
termination of such a program.

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
other  instructions  from you prior to such  withdrawal.  If no instructions are
provided for determining  the amounts to be taken from each  investment  option,
then the Account Value in all your then current Fixed  Allocations  is deemed to
be in one  investment  option.  If you transfer or withdraw  Account  Value from
multiple Fixed Allocations and do not provide instructions  indicating the Fixed
Allocations  from which Account Value should be taken:  (a) we transfer  Account
Value first from the Fixed Allocation with the shortest amount of time remaining
to the end of its Guarantee Period,  and then from the Fixed Allocation with the
next shortest amount of time remaining to the end of its Guarantee Period, etc.;
and (b) if there are  multiple  Fixed  Allocations  with the same amount of time
left in each Guarantee  Period,  as between such Fixed Allocations we first take
Account Value from the Fixed Allocation that has the shorter Guarantee Period.

                                    TRANSFERS

General:  In the  Accumulation  Period you may transfer  Account  Value  between
investment options, subject to the allocation rules herein. The amount we charge
is shown in the  Schedule.  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.  Your  transfer  request  must be In Writing  unless we
receive a prior written  authorization  from you permitting  transfers  based on
instructions we receive over the phone.

We may accept your  authorization of a third party to transfer Account Values on
your behalf.  We may suspend or cancel such  acceptance at any time. We give you
prior  notification of any such suspension or cancellation.  We may restrict the
investment options that will be available to you for transfers or allocations of
Net Purchase  Payments during any period in which you authorize such third party
to act on your behalf. We give 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 reserve the right to limit the number of  transfers  in any Annuity  Year for
all existing or new participants.  We also reserve the right to limit the number
of  transfers  in any  Annuity  Year or to refuse  any  transfer  request  for a
participant or certain participants if we believe that: (a) excessive trading by
such  participant or  participants  or a specific  transfer  request or group of
transfer  requests  may have a  detrimental  effect on Unit  Values or the share
prices of the underlying  mutual funds; or (b) we are informed by one or more of
the  underlying  mutual funds that the purchase or redemption of shares is to be
restricted  because of  excessive  trading or a  specific  transfer  or group of
transfers  is deemed to have a  detrimental  effect on share  prices of affected
underlying mutual funds.


<PAGE>



EDB/CRT(4/97)-14                                    14

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

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.

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.

                                  DISTRIBUTIONS

Surrender: Surrender of your Annuity for its Surrender Value is permitted during
the Accumulation  Period. A contingent deferred sales charge and the maintenance
fee may  apply to such  surrender.  You must  send your  Annuity  and  surrender
request In Writing to our Office.

Medically-Related  Surrender:  You may apply to  surrender  your Annuity for its
Account Value 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 named or
any change of Annuitant must be accepted by us, prior to the "Contingent  Event"
described  below;  (b) the  Annuitant  must be  alive  as of the date we pay the
proceeds  of  such  surrender  request;  (c) if the  participant  is one or more
natural persons,  all such  participants must also be alive at such time; (d) we
must receive satisfactory proof of the Annuitant's  confinement or Fatal Illness
In Writing; and (e) this benefit is not available if the total Purchase Payments
received exceed $500,000.00 for all annuities issued by us with this benefit for
which the same person is named as Annuitant.

A "Contingency Event" occurs if the Annuitant is:

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

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

"Medical Care Facility" means a facility  operated  pursuant to law or any state
licensed facility providing  medically  necessary  in-patient care which is: (a)
prescribed  by a  licensed  Physician  In  Writing;  and (b)  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.

Free Withdrawals:  In each Annuity Year in the Accumulation  Period that you are
subject to a contingent deferred sales charge, you may withdraw a limited amount
of Account Value without application of any applicable contingent deferred sales
charge.

The minimum withdrawal amount is as shown in the Schedule.  Under any program of
automatic withdrawals such as Minimum Distributions,  amounts are deemed to come
first from the amount  available under this Free Withdrawal  provision.  You may
also  request to receive as a lump sum any free  withdrawal  amount not  already
received that Annuity Year under an automatic withdrawal program such as Minimum
Distributions.


<PAGE>





EDB/CRT(4/97)-15                                    15

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

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

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

"Growth" equals the then current Account Value less all "unliquidated"  Purchase
Payments  and any  additions  credited  under  any  special  program  we  offer.
"Unliquidated"  means not previously  surrendered  or withdrawn.  "New" Purchase
Payments are those received in the seven (7) years prior to the date as of which
a free withdrawal occurs. For purposes of the contingent  deferred sales charge,
amounts  withdrawn as a free  withdrawal  are not  considered a  liquidation  of
Purchase Payments.  Therefore, any free withdrawal will not reduce the amount of
any applicable  contingent  deferred sales charge upon any partial withdrawal or
subsequent surrender.

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

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

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

         (b)      "Old"  Purchase  Payments   (Purchase  Payments  allocated  to
                  Account Value more than seven years prior to the  withdrawal);
                  then from

         (c)      "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

         (d)      Other Surrender Value.

Minimum Distributions:  You may elect to have us calculate Minimum Distributions
annually if your Annuity is being used for certain qualified  purposes under the
Internal   Revenue  Code.  We  calculate  such  amounts   assuming  the  Minimum
Distribution  amount is based solely on the value of your Annuity.  The required
Minimum  Distribution amounts applicable to your particular situation may depend
on other annuities,  savings or investments of which we are unaware, so that the
required amount may be greater than the Minimum Distribution amount we calculate
based on the value of your Annuity.  Minimum  Distributions are not concurrently
available with any other automatic withdrawal program we make available. You may
elect to have Minimum Distributions paid out monthly,  quarterly,  semi-annually
or annually.  The Minimum Withdrawal Amount shown in the Schedule 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 an automatic transfer program.

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.


<PAGE>



EDB/CRT(4/97)-16                                    16

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

Death Benefit: In the Accumulation  Period, a death benefit is payable. If there
is more than one participant, such participants being natural persons, the death
benefit is payable upon the first death of such participants. If the participant
is 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 and a death benefit is not currently payable.

The death benefit is calculated according to the following rules:

For  Annuities  with One  Participant  Who is a Natural  Person,  if the current
participant  dies before the Death Benefit Target Date as shown in the Schedule,
the death benefit equals the greater of A, B and C where:

                  A is the Account  Value in the  Sub-accounts  plus the Interim
         Value in the Fixed  Allocations  as of the date we  receive  In Writing
         "due proof of death" and our requirements as described below;

                  B is the sum of all Purchase  Payments,  each increasing daily
         at an  interest  rate of 5% per year minus the sum of all  withdrawals,
         each  increasing  daily  at an  interest  rate  of 5% per  year  to the
         participant's  date of death,  but not to exceed 200% of the difference
         between  the  sum  of  all  Purchase   Payments  and  the  sum  of  all
         withdrawals; and

                  C  is  the  "Highest  Anniversary  Value"  on  or  immediately
         preceding the participant's date of death.

The Highest  Anniversary Value is determined as of the date of the participant's
death and equals the  greatest of all  previous  Anniversary  Values  before the
Death Benefit  Target Date.  The "Death  Benefit Target Date" is as shown in the
Schedule for Annuities with one participant.

If the current  participant  dies on or after the Death Benefit Target Date, the
death benefit equals the greater of A, B and C where:

                  A is the Account Value as of the date we receive "due proof of
         death"  and  our  requirements  as  described  below  (an  MVA  may  be
         applicable to amounts in any Fixed Allocations); and

                  B is the sum of all Purchase  Payments  received  prior to the
         Death Benefit Target Date, each increasing daily at an interest rate of
         5% per year  minus  the sum of all  withdrawals  received  prior to the
         Death Benefit Target Date, each increasing daily at an interest rate of
         5% per year, but not to exceed 200% of the  difference  between the sum
         of all Purchase Payments and the sum of all withdrawals as of the Death
         Benefit Target Date plus the sum of all Purchase  Payments less the sum
         of all withdrawals since the Death Benefit Target Date; and

                  C is the  Highest  Anniversary  Value  calculated  as of Death
         Benefit  Target Date plus the sum of all Purchase  Payments  since such
         date less the sum of all withdrawals since such date.

For Annuities with Joint Participants, the death benefit is calculated according
to the rules set out above  except that the "Death  Benefit  Target  Date" is as
shown in the Schedule for joint participants.


<PAGE>



17

EDB/CRT(4/97)-17

For example,  if either of two  participants  dies after either  participant has
reached the Death Benefit  Target Date,  the death benefit would be the greatest
of A, B and C where:

                  A is the  Account  Value  (an  MVA  may be  applicable  to any
         amounts in Fixed Allocations) as of the date we receive In Writing "due
         proof of death" as described below;

                  B is the sum of all Purchase  Payments  received  prior to the
         Death Benefit Target Date, each increasing daily at an interest rate of
         5% per year minus the sum of all withdrawals prior to the Death Benefit
         Target Date, each increasing  daily at an interest rate of 5% per year,
         but  not to  exceed  200%  of the  difference  between  the  sum of all
         Purchase  Payments  and  the  sum of all  withdrawals  as of the  Death
         Benefit Target Date plus the sum of all Purchase  Payments less the sum
         of all withdrawals since the Death Benefit Target Date; and

                  C is the Highest Anniversary Value as described in the section
         entitled "For Annuities with One  Participant  Who is a Natural Person"
         calculated as of Death Benefit Target Date plus the sum of all Purchase
         Payments  since  such date less the sum of all  withdrawals  since such
         date.

For Annuities Where the  Participant is not a Natural Person:  The decedent must
be the Annuitant,  if no Contingent  Annuitants  were named as of the decedent's
date of death,  the death benefit is calculated as described above for Annuities
with  one   participant,   except  the  term   "Annuitant"   replaces  the  term
"participant."  The "Death  Benefit Target Date" is as shown in the Schedule for
when a participant is not a natural person.

For purposes of this death benefit provision, "withdrawals" means withdrawals of
any type  (free  withdrawals,  partial  withdrawals)  before  assessment  of any
applicable  contingent  deferred sales charge and after any applicable  MVA. For
purposes of this provision,  persons named as participant or Annuitant within 60
days of the Issue Date are treated as if they were a participant or Annuitant on
the Issue Date.

If a decedent was not named as a  participant  or Annuitant as of the Issue Date
and did not  become  such as a result of a prior  participant's  or  Annuitant's
death,  the death benefit  described  above is suspended as to that person for a
two year period from the date he or she first became a participant or Annuitant.
If that person's death occurs during the suspension  period and on or before the
applicable  Death Benefit Target Date, the death benefit is the Account Value in
the  Sub-accounts  plus the  Interim  Value in the Fixed  Allocations.  If death
occurs  during the  suspension  period and after the  applicable  Death  Benefit
Target Date, the death benefit is the Account Value. After the suspension period
is  completed,  the  death  benefit  is the  same as if such  person  had been a
participant 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 participant.  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.

During the Accumulation  Period,  if the participant dies and the Beneficiary is
the participant's spouse, then such participant's spouse may elect to be treated
as the current  participant  and continue  the Annuity in lieu of receiving  the
death benefit.

During the Accumulation Period, if the participant is an entity and a Contingent
Annuitant replaces an Annuitant, the age of any such Contingent Annuitant on the
date of death will be used to calculate the death benefit.

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.


<PAGE>



18

EDB/CRT(4/97)-18

If the Annuitant  dies before the Annuity Date,  the  Contingent  Annuitant will
become the Annuitant.  Where allowed by law, if the participants of this Annuity
are one or more natural persons,  the oldest of any such  participants 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 since 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.  You
may  choose an Annuity  Date,  an annuity  option and the  frequency  of annuity
payments.  Your  choice  of  Annuity  Date and  annuity  option  may be  limited
depending on your use of the Annuity. 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,  monthly  payments  will
commence under option 2, described below,  with 10 years certain.  The amount to
be applied is your Annuity's Account Value 15 business days prior to the Annuity
Date. In determining  your annuity  payments,  we credit interest using our then
current  crediting rate for this purpose,  which is not less than 3% of interest
per year,  to your Account Value 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.
Annuity options in addition to those shown are available with our consent.

You may elect to have any amount of the proceeds due to the Beneficiary  applied
under  any of the  options  described  below.  Except  where a lower  amount  is
required  by law,  the  minimum  monthly  annuity  payment  is as  shown  in the
Schedule.  In the  absence of  election  prior to  proceeds  becoming  due,  the
Beneficiary  may make such an election.  However,  if you made an election,  the
Beneficiary  may not alter such election.  Such election must be made In Writing
within one year after proceeds are payable.

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.

         (a) 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.

         (b)  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.

         (c) 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.

         (d) 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.


<PAGE>



19

EDB/CRT(4/97)-19

The first  periodic  payment is  determined  by  multiplying  the portion of the
Account  Value  being  allocated  to purchase  annuity  payments  (expressed  in
thousands of dollars) as of the close of business of the fifteenth day preceding
the Annuity  Date,  plus interest at not less than 3% per year from such date to
the  Annuity  Date,  by the amount of the first  periodic  payment per $1,000 of
value obtained from our then current  annuity rates for that type of annuity and
for the frequency of payment  selected.  These rates will not be less than those
shown in the Annuity Tables shown herein.

We reserve the right to require  submission prior to commencement of any annuity
payments  of evidence  satisfactory  to us of the age of any key life upon whose
life payment amounts are calculated.

Pricing  Of  Transfers  And  Distributions:   Subject  to  our  right  to  defer
transactions for a limited period, we "price" transfers and distributions on the
dates  indicated  below.  The pricing of transfers and  distributions  involving
Sub-accounts  includes the  determination  of the applicable Unit Price, for the
Units  transferred or  distributed.  The pricing of transfers and  distributions
involving Fixed  Allocations  includes the  determination of any applicable MVA.
Any applicable  MVA alters the amount  available when all the Account Value in a
Fixed Allocation is being transferred or distributed.  Any applicable MVA alters
the amount of Interim  Value needed when only a portion of the Account  Value is
being  transferred or distributed.  Unit Prices may change each Valuation Period
to reflect the investment performance of the Sub-accounts. The MVA applicable to
each  Fixed  Allocation  changes  once each  month  and each  time we  declare a
different rate for new Fixed Allocations.

         (a) We price  "scheduled"  transfers and  distributions  as of the date
such transactions are so scheduled.  "Scheduled"  transactions include transfers
previously  scheduled  with us  under an  automatic  transfer  program,  Minimum
Distributions and annuity payments.

         (b) We price  "unscheduled"  transfers,  including  transfers  under an
automatic transfer program that were not scheduled with us, partial  withdrawals
and free  withdrawals  as of the date we  receive  In  Writing at our Office the
request for such transactions.

         (c)  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.

                               GENERAL PROVISIONS

Entire  Contract:  The contract  shown in the  Schedule,  including any attached
riders  or  endorsements,  the  attached  copy of any  enrollment  form  and any
supplemental  applications and endorsements are the entire contract.  As to your
Annuity,  the contract also includes the copy of any enrollment form attached to
your Annuity.  All statements made in any application and/or any enrollment form
are deemed to be  representations  and not  warranties.  No statement is used to
void the contract or an Annuity or defend against a claim unless it is contained
in any application or any supplemental application or any enrollment form.

Only our  President,  a Vice  President  or  Secretary  may  change or waive any
provisions  of the contract or of any  Annuity.  Any change or waiver must be In
Writing.  We are not bound by any promises or representations  made by or to any
other person.

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.

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. 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

<PAGE>



20

EDB/CRT(4/97)-20

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.

Nonparticipation:  The  contract  does  not  share  in our  profits  or  surplus
earnings.

Deferral of  Transactions:  We may defer any annuity payment 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 fixed annuity payout
for more than thirty days, we pay interest of at least 3% per year on the amount
deferred.  We may defer 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 other  deferral  period  begins on the date such
distribution or transfer would otherwise have been transacted.

All  transactions  into,  out of or based on any  Sub-account  may be  postponed
whenever  (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.

Elections,  Designations,  Changes and Requests:  All  elections,  designations,
changes and requests must be In Writing and are  effective  only after they have
been approved by us,  subject to any  transactions  made by us before receipt of
such notices. We inform you of any changes to the contract shown in the Schedule
that  materially  affect your rights.  We reserve the right to require that this
Annuity be returned to our Office for endorsement of any change to such contract
or any change affecting only this Annuity.

Claims of  Creditors:  To the extent  permitted  by law,  no  payment  under the
contract  shown in the  Schedule  or any  Annuity  thereunder  is subject to the
claims  of the  creditors  of the  participant,  you or any  other  participant,
Annuitant or Beneficiary.

Proof  of  Survival:   The  payment  of  any  annuity  is  subject  to  evidence
satisfactory to us that the payee is alive on the date such payment is otherwise
due.

Tax  Reporting:  We intend to make all  required  regulatory  reports  regarding
taxable events in relation to this Annuity. Such events may include, but are not
limited to: (a) annuity payments;  (b) payment of death benefits;  (c) surrender
of value from an Annuity in excess of the tax basis; and (d) assignments.

Facility of Payment:  We reserve the right, in settlement of full liability,  to
make  payments  to a guardian,  relative  or other  person if a payee is legally
incompetent.

Participation  and  Termination  of Certain  Programs We May Offer:  To elect to
participate or to terminate  participation  in any program we may offer,  we may
require receipt at our Office of a request In Writing on a form  satisfactory to
us.

Reports to You: We provide  reports to you during the  Accumulation  Period.  We
will  provide  you with  reports at least once each  quarter  that you  maintain
Account Values in the Sub-accounts. We will provide you with reports once a year
if you maintain  Account  Value only in one or more Fixed  Allocations.  You may
request  additional  reports.  We reserve the right to charge up to $50 for each
such additional report.

Reserved Rights: In addition to rights  specifically  reserved elsewhere in this
Annuity,  we reserve  the right to any or all of the  following:  (a)  combine a
Sub-account with other  Sub-accounts;  (b) combine the Variable Separate Account
shown in the Schedule with other  "unitized"  separate  accounts;  (c) terminate
offering certain  Guarantee Periods for new or renewing Fixed  Allocations;  (d)
combine  the  Fixed   Separate   Account   shown  in  the  Schedule  with  other
"non-unitized  separate accounts";  (e) deregister the Variable Separate Account
shown in the Schedule under the Investment  Company Act of 1940; (f) operate the
Variable  Separate  Account  shown in the  Schedule as a  management  investment
company under the Investment  Company Act of 1940 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 Investment Company Act of 1940; (h) make changes
that are necessary to

<PAGE>



EDB/CRT(4/97)-21                                    21

maintain the tax status of your Annuity under the Internal Revenue Code; and (i)
make changes  required by any change in other  Federal or state laws relating to
retirement annuities or annuity contracts.

We may eliminate  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.

                                 ANNUITY TABLES

The attached  tables show the minimum dollar amount of each monthly  payment for
each $1,000 applied under the options. The amounts payable when annuity payments
commence may be higher,  based on our  assumptions as to interest,  expenses and
mortality, but will not be lower.

Under  options one and two,  the amount of each  payment  depends on the age and
sex, if  applicable,  of the payee at the time the first  payment is due.  Under
option  three,  the  amount  of each  payment  depends  on the age and  sex,  if
applicable, of both payees at the time the first payment is due. No election can
be changed once payments begin.

The tables  shown are based on interest at 3% per year  compounded  annually and
the 1983a Individual Annuity Mortality Table set back one year for males and two
years for females or the  appropriate  variation  of such Table with  genderless
rates when  applicable to the Annuity in order to meet Federal  requirements  in
relation to the usage of such Annuity.

The payee's settlement age is the payee's age, last birthday, on the date of the
first payment,  minus the age  adjustment.  The age adjustments are shown below.
They are based on the date of the first  payment.  The age  adjustment  does not
exceed the age of the payee.

                           Annuitization Attained Age
                         Year                     Set Back
                     2000 - 2009                     1
                     2010 - 2019                     2
                     2020 and later                  3

                Amount of Monthly Payment For Each $1,000 Applied
                       (Based on 3% Annual Interest Rate)


             First and Second Options - Single Life Annuities with:
<TABLE>
<CAPTION>

                                           Male Payee with                            Female Payee with
                                 Monthly Payments Guaranteed                 Monthly Payments Guaranteed
                                 ---------------------------                 ---------------------------
                                   None      120      180      240             None      120      180      240
                     Age             $        $        $        $                $        $        $        $
                     ---
                     <S>            <C>     <C>      <C>      <C>               <C>     <C>      <C>      <C> 
                     50             4.19    4.15     4.10     4.03              3.79    3.78     3.76     3.73
                     55             4.61    4.54     4.45     4.32              4.10    4.08     4.04     3.99
                     60             5.15    5.03     4.87     4.65              4.52    4.47     4.40     4.30
                     65             5.91    5.67     5.36     4.97              5.08    4.98     4.85     4.65
                     70             6.98    6.44     5.87     5.23              5.85    5.65     5.38     5.00
                     75             8.46    7.32     6.31     5.40              6.98    6.50     5.94     5.28
                     80            10.57    8.18     6.62     5.48              8.66    7.50     6.41     5.43

</TABLE>


<PAGE>



EDB/CRT(4/97)-22                                    22
<TABLE>
<CAPTION>

                 Third Option - Joint and Last Survivor Annuity



                                                                       Age of Female Payee
              Age of        35      40       45       50       55      60       65       70       75       80
          Male Payee         $       $        $        $        $       $        $        $        $        $
          ----------
                <S>        <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>
                50         3.15     3.27    3.39     3.53     3.67     3.79     3.91    4.00     4.07     4.12
                55         3.17     3.29    3.44     3.60     3.78     3.96     4.13    4.27     4.39     4.47
                60         3.18     3.31    3.47     3.66     3.88     4.11     4.35    4.57     4.76     4.91
                65         3.19     3.33    3.50     3.70     3.95     4.23     4.55    4.87     5.18     5.44
                70         3.19     3.34    3.52     3.74     4.01     4.33     4.72    5.16     5.62     6.05
                75         3.20     3.34    3.53     3.76     4.04     4.40     4.85    5.39     6.02     6.68
                80         3.20     3.35    3.53     3.77     4.07     4.45     4.94    5.57     6.35     7.26

</TABLE>
<TABLE>
<CAPTION>

                Fourth Option - Payments for a Designated Period

                         Amount of               Amount of               Amount of               Amount of
              No. of      Monthly     No. of      Monthly     No. of      Monthly     No. of      Monthly
               Years     Payments      Years     Payments      Years     Payments      Years     Payments
               -----     --------      -----     --------      -----     --------      -----     --------
                <S>        <C>          <C>        <C>         <C>         <C>          <C>        <C>  
                10         9.61         16         6.53         22         5.15         28         4.37
                11         8.86         17         6.23         23         4.99         29         4.27
                12         8.24         18         5.96         24         4.84         30         4.18
                13         7.71         19         5.73         25         4.71
                14         7.26         20         5.51         26         4.59
                15         6.87         21         5.32         27         4.47



</TABLE>


<PAGE>



EDB/CRT(4/97)-23                                    23



<PAGE>



EDB/CRT(4/97)-24                                    24


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

                              Shelton, Connecticut

                                (A Stock Company)





























                             GROUP DEFERRED ANNUITY
                                NON-PARTICIPATING
        VARIABLE AND FIXED INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD
                   FIXED ANNUITY PAYMENTS IN THE PAYOUT PERIOD

IN THE  ACCUMULATION  PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE VARIABLE
INVESTMENT OPTIONS ARE BASED ON THEIR INVESTMENT PERFORMANCE AND ARE, THEREFORE,
NOT  GUARANTEED.  PLEASE  REFER TO THE SECTION  ENTITLED  "ACCOUNT  VALUE IN THE
SUB-ACCOUNTS" FOR A MORE COMPLETE EXPLANATION.

IN THE  ACCUMULATION  PERIOD ANY  PAYMENTS AND VALUES  PROVIDED  UNDER THE FIXED
INVESTMENT  OPTIONS MAY BE SUBJECT TO A MARKET VALUE  ADJUSTMENT.  SUCH A MARKET
VALUE  ADJUSTMENT  MAY INCREASE OR DECREASE ANY SUCH PAYMENTS OR VALUES.  PLEASE
REFER TO THE SECTION  ENTITLED  "ACCOUNT VALUE OF THE FIXED  ALLOCATIONS"  FOR A
MORE COMPLETE EXPLANATION.







                                                                     Exhibit 23a


INDEPENDENT AUDITORS' CONSENT

We  consent to the use in this  Pre-effective  Amendment  No. 1 to  Registration
Statement No. 333-26695 of American  Skandia Life Assurance  Corporation on Form
S-2 of our report dated March 10, 1997,  included and  incorporated by reference
in the Annual Report on Form 10-K of American Skandia Life Assurance Corporation
for the year ended  December 31, 1996,  and to the use of our report dated March
10,  1997,  appearing  in the  Prospectus,  which  is part of this  Registration
Statement.  We also consent to the  reference to us under the heading  "Selected
Financial Data" appearing in such Prospectus.

/s/Deloitte & Touche LLP
New York, New York
July 16, 1997










(212) 408-6900

                                                                      Letterhead
                                                                Werner & Kennedy
                                                                   1633 Broadway
                                                       New York, New York  10019





                                  July 10, 1997

American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, Connecticut  06484

                  Re:    Pre-effective Amendment No. 1 on Form S-2 filed by
                         American Skandia Life Assurance Corporation, Registrant
                         Registration No.:  333-26695


Dear Mesdames and Messrs.:

         You have  requested  us, as general  counsel to American  Skandia  Life
Assurance Corporation ("American Skandia"),  to furnish you with this opinion in
connection with the above-referenced registration statement by American Skandia,
a Registrant,  under the Securities Act of 1933, as amended,  (the "Registration
Statement") of a certain Variable Annuity Contract (the "Contract") that will be
issued by American  Skandia.  We  understand  that the above  registration  is a
combination registration with Pre-effective Amendment No. 1 to Form N-4 filed by
American  Skandia Life Assurance  Corporation,  Depositor,  and American Skandia
Life  Assurance   Corporation   Variable   Account  B  (Class  1  Sub-Accounts),
Registrant, Registration No.: 333-26685, Investment Company No.: 811-5438.

         We  have  made  such  examination  of  the  statutes  and  authorities,
corporate  records of American  Skandia,  and other documents as in our judgment
are necessary to form a basis for opinions hereinafter expressed.

         In our examinations,  we have assumed the genuineness of all signatures
on, and authenticity of, and the conformity to original  documents of all copies
submitted  to us. As to various  questions of fact  material to our opinion,  we
have relied upon statements and certificates of officers and  representatives of
American Skandia and others.

         Based upon the foregoing, we are of the opinion that:

     1. American Skandia is a validly existing corporation under the laws of the
State of Connecticut.



<PAGE>


American Skandia Life
Assurance Corporation
July 10, 1997
Page 2


     2. The form of the Contract has been duly  authorized by American  Skandia,
and has been or will be filed in states where it is eligible for  approval,  and
upon issuance in accordance  with the laws of such  jurisdictions,  and with the
terms of the Prospectus, will be valid and binding upon American Skandia.

     We hereby consent to the use of this opinion as an exhibit to Pre-effective
Amendment No. 1 to the  Registration  Statement on Form S-2 under the Securities
Act of 1933,  as  amended,  and to the  reference  to our name under the heading
"Legal Experts" included in the Registration Statement.

                                                     Very truly yours,



                                                  /s/WERNER & KENNEDY









<TABLE> <S> <C>
                  
<ARTICLE>               7       
<CIK>                   881453  
<NAME>                  ASLAC397 
<MULTIPLIER>            1
<CURRENCY>              U.S Dollars
                                
<S>                     <C>
<PERIOD-TYPE>           3-MOS
<FISCAL-YEAR-END>       Mar-31-1997       
<PERIOD-START>          Jan-01-1997
<PERIOD-END>            Mar-31-1997       
<EXCHANGE-RATE>         1       
<DEBT-HELD-FOR-SALE>            85,520,736      
<DEBT-CARRYING-VALUE>           97,732,715      
<DEBT-MARKET-VALUE>             95,103,349      
<EQUITIES>                       3,859,138       
<MORTGAGE>                               0       
<REAL-ESTATE>                            0       
<TOTAL-INVEST>                 121,948,562     
<CASH>                          14,385,617      
<RECOVER-REINSURE>               3,637,067       
<DEFERRED-ACQUISITION>         488,155,985     
<TOTAL-ASSETS>               8,992,112,703   <F1>
<POLICY-LOSSES>                 58,279,313      
<UNEARNED-PREMIUMS>                      0       
<POLICY-OTHER>                           0       
<POLICY-HOLDER-FUNDS>                    0       
<NOTES-PAYABLE>                213,000,000     
<COMMON>                         2,000,000       
                    0
                              0
<OTHER-SE>                     132,047,885     
<TOTAL-LIABILITY-AND-EQUITY> 8,992,112,703   <F2>
                         275,000 
<INVESTMENT-INCOME>              1,368,683       
<INVESTMENT-GAINS>                  20,604  
<OTHER-INCOME>                  29,910,820   <F3>
<BENEFITS>                      (4,941,259)     
<UNDERWRITING-AMORTIZATION>      5,602,764       
<UNDERWRITING-OTHER>            12,080,702      
<INCOME-PRETAX>                 13,255,826      
<INCOME-TAX>                     4,259,851       
<INCOME-CONTINUING>                      0       
<DISCONTINUED>                           0       
<EXTRAORDINARY>                          0       
<CHANGES>                                0       
<NET-INCOME>                     8,995,975       
<EPS-PRIMARY>                            0       
<EPS-DILUTED>                            0       
<RESERVE-OPEN>                           0       
<PROVISION-CURRENT>                      0       
<PROVISION-PRIOR>                        0       
<PAYMENTS-CURRENT>                       0       
<PAYMENTS-PRIOR>                         0       
<RESERVE-CLOSE>                          0       
<CUMULATIVE-DEFICIENCY>                  0       
<FN>
<F1> Included in Total Assets are Assets Held in Separate Accounts of $8,335,701,439.                   
<F2> Included in Total Liabilities and Equity are Liabilities Related to Separate Accounts of $8,335,701,439.                   
<F3> Other income includes annuity charges and fees of $24,368,624  and  fee income of $5,524,257.                      
</FN>
        

</TABLE>


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