AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
424B3, 1998-05-01
INSURANCE CARRIERS, NEC
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                           GUARANTEED MATURITY ANNUITY

This Prospectus describes the Guaranteed Maturity Annuity (the "Annuity") issued
by American  Skandia Life Assurance  Corporation  ("American  Skandia").  We may
simultaneously offer several types of contracts.  You may or may not be eligible
for more than one type of contract.  Certain features,  such as the existence of
or level of certain charges, may differ among various types of contracts. We may
also declare different interest rates for different types of contracts.  Various
rights and benefits  may differ  among  jurisdictions  to meet  applicable  laws
and/or regulations.

This Annuity is made available as participating interests in a group contract or
as  an  individual  contract.  Participants  in  a  group  contract  are  issued
certificates  reflecting their rights and privileges.  Eligible  individuals who
may participate in a group contract include those who have established  accounts
with certain  broker-dealers  who have entered into a distribution  agreement to
offer  participating  interests  in a  contract,  as well as  members  of  other
eligible  groups,  such as employees of an employer.  Purchasers  of  individual
contracts are issued a contract (see "Distribution").  Both the certificates and
individual  contracts are hereafter referred to as the "Contract."  Contracts or
certain types of Contracts may not be available in all jurisdictions.

We offer various interest rate Guarantee Periods (see "Guarantee Periods").  The
minimum premium we will accept from you is $5,000, which may be used to purchase
multiple  Contracts with  different  Guarantee  Periods.  Our minimum amount per
Contract  is $2,000.  The  minimum  premium we will accept from you which may be
used to purchase a contract in conjunction  with a qualified  plan is $2,000.  A
Contract is issued as evidence of the acceptance of each premium or portion of a
premium.  We issue an additional  Contract for any subsequent  premium  accepted
(see "Application and Premium Payment").

Values and  benefits  provided by the Annuity are funded by the general  account
assets of American Skandia (see "Investments").

THESE  SECURITIES  MAY BE SUBJECT TO  SUBSTANTIAL  CHARGES WHICH COULD RESULT IN
YOUR RECEIPT OF LESS THAN YOUR PREMIUM IF YOU SURRENDER YOUR  CONTRACT.  WHETHER
SUCH A RESULT ACTUALLY OCCURS DEPENDS ON THE TIMING OF ANY SURRENDER, THE AMOUNT
OF SUCH  CHARGES AND THE INTEREST  RATES WE ARE  CREDITING  TO  CONTRACTS.  SUCH
CHARGES ARE THE MARKET  VALUE  ADJUSTMENT,  ANY SALES  CHARGE WE MAY DEDUCT FROM
YOUR PREMIUM, AND ANY SURRENDER CHARGE. The actual charges will be shown in your
Contract. (see "Market Value Adjustment", "Sales Charge" and "Surrenders").

THE INTEREST RATE IN SUBSEQUENT  GUARANTEE  PERIODS MAY BE MORE OR LESS THAN THE
RATE IN A PREVIOUS  PERIOD.  However,  the rates may not be lower than a minimum
determined  in  relation  to an  index,  but may be  higher.  Such  index is not
controlled by American Skandia.  A 3% MINIMUM RATE MAY BE REQUIRED FOR CONTRACTS
ISSUED IN CERTAIN JURISDICTIONS,  INCLUDING CONTRACTS ISSUED FOR DELIVERY IN NEW
YORK, IF AVAILABLE (see "Interest Rates").

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.

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
GMA-PROS-(5/98)


Issued by: American Skandia Life Assurance Corporation
Prospectus Dated:  May 1, 1998

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                                                     TABLE OF CONTENTS
<S>                                                                                                                      <C>
DEFINITIONS...............................................................................................................5
SUMMARY...................................................................................................................7
   MULTIPLE CONTRACTS.....................................................................................................7
   INITIAL GUARANTEE PERIODS..............................................................................................7
   SUBSEQUENT GUARANTEE PERIODS...........................................................................................7
   ALTERNATE GUARANTEE PERIODS............................................................................................7
   SALES CHARGE...........................................................................................................7
   INTEREST RATES.........................................................................................................7
   DEATH BENEFITS.........................................................................................................7
   ANNUITY DATE AND ANNUITY OPTIONS.......................................................................................7
   PREMIUM TAXES..........................................................................................................8
   SURRENDERS.............................................................................................................8
   SURRENDER CHARGE.......................................................................................................8
   MARKET VALUE ADJUSTMENT................................................................................................8
   MEDICALLY-RELATED WITHDRAWALS..........................................................................................8
   FREE WITHDRAWAL PRIVILEGE..............................................................................................8
   BREAKPOINTS............................................................................................................8
ANNUITY FEATURES..........................................................................................................8
   INTRODUCTION...........................................................................................................9
   APPLICATION AND PREMIUM PAYMENT........................................................................................9
   RIGHT TO CANCEL........................................................................................................9
   SALES CHARGE...........................................................................................................9
   INTEREST CREDITING....................................................................................................10
     Guarantee Periods...................................................................................................10
     Alternate Guarantee Periods.........................................................................................10
     Interest Rates......................................................................................................11
   SURRENDERS............................................................................................................12
     General.............................................................................................................12
     Surrender Charge....................................................................................................13
     Market Value Adjustment.............................................................................................13
   MEDICALLY-RELATED WITHDRAWALS.........................................................................................14
   FREE WITHDRAWAL PRIVILEGE.............................................................................................14
   QUALIFIED PLAN WITHDRAWAL LIMITATIONS.................................................................................14
   DEFERRAL OF PAYMENT...................................................................................................15
   DEATH BENEFIT.........................................................................................................15
   ANNUITY DATE..........................................................................................................15
   ANNUITY OPTIONS.......................................................................................................16
   ADMINISTRATION OF TRANSACTIONS........................................................................................17
   AGE LIMITS............................................................................................................17
   ASSIGNMENTS OR PLEDGES................................................................................................17
   PARTICIPANT, ANNUITANT AND BENEFICIARY DESIGNATIONS...................................................................17
   MISSTATEMENT OF AGE OR SEX............................................................................................18
   CONTRACT MODIFICATION.................................................................................................18
   BREAKPOINTS...........................................................................................................18
INVESTMENTS..............................................................................................................19
   GENERAL...............................................................................................................19
   INVESTMENT MANAGEMENT.................................................................................................19
   CURRENT INVESTMENT GUIDELINES.........................................................................................19
CERTAIN TAX CONSIDERATIONS...............................................................................................20
   OUR TAX CONSIDERATIONS................................................................................................20
   TAX CONSIDERATIONS RELATING TO YOUR ANNUITY...........................................................................20
     Non-natural Persons.................................................................................................20
     Natural Persons.....................................................................................................20
     Distributions.......................................................................................................20
     Loans, Assignments and Pledges......................................................................................21
     Gifts...............................................................................................................21
     Penalty on Distributions............................................................................................21
     Annuity Payments....................................................................................................22
     Tax-Free Exchanges..................................................................................................22
     Estate and Gift Tax Considerations..................................................................................22
     Generation-Skipping Transfers.......................................................................................22
     Federal Income Tax Withholding......................................................................................22
   Tax Considerations When Using Annuities in Conjunction With Qualified Plans...........................................22
     Individual Retirement Programs......................................................................................23
     Tax Sheltered Annuities.............................................................................................23
     Corporate Pension and Profit-sharing Plans..........................................................................23
     H.R. 10 Plans.......................................................................................................23
     Tax Treatment of Distributions From Qualified Annuities.............................................................23
     Section 457 Plans...................................................................................................23
MISCELLANEOUS MATTERS....................................................................................................24
   DISTRIBUTION..........................................................................................................24
   REPORTS TO YOU........................................................................................................24
   LEGAL PROCEEDINGS.....................................................................................................24
   LEGAL COUNSEL.........................................................................................................24
   EXPERTS...............................................................................................................24
   INDEMNIFICATION.......................................................................................................24
   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................................................................25
THE COMPANY..............................................................................................................26
   Lines of Business.....................................................................................................26
   Selected Financial Data...............................................................................................26
   Management's Discussion and Analysis of Financial Condition and Results of Operations.................................27
   Results of Operations.................................................................................................27
   Liquidity and Capital Resources.......................................................................................28
   Year 2000 Compliance..................................................................................................29
   Reserves..............................................................................................................30
   Competition...........................................................................................................30
   Employees.............................................................................................................30
   Regulation............................................................................................................30
   Executive Officers and Directors......................................................................................30
FINANCIAL STATEMENTS.....................................................................................................32
APPENDIX A  FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.........................................33
APPENDIX B  ILLUSTRATION OF MARKET VALUE ADJUSTMENT......................................................................33
APPENDIX C  ILLUSTRATION OF INTEREST CREDITING...........................................................................33
</TABLE>







<PAGE>


                                                      DEFINITIONS

ANNUITANT is the person upon whose life your Contract is issued.

ANNUITY is the Guaranteed Maturity Annuity.

ANNUITY DATE is the date on which annuity payments are to commence.

BENEFICIARY(IES)  is (are) the  person(s)  designated  by you,  either as of the
Contract Date or at a later date, as the recipient of the death benefit.

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

CONTRACT,  for purposes of this Prospectus,  is your individual Annuity, or with
respect to a group Annuity, the certificate  evidencing your participation in an
underlying  group Annuity.  It also represents an account we set up and maintain
to track our obligations to you.

CONTRACT DATE is the effective date of your Contract (shown as your "Certificate
Date" with respect to a group Annuity).

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

CURRENT RATE is the applicable interest rate we offer for a Guarantee Period for
your type of  Contract.  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 types of Contracts.

GROSS  SURRENDER VALUE is, as of any date, that portion of the Interim Value you
specify for a full or partial surrender.

GUARANTEE  PERIOD  is the  period  during  which the rate at which  interest  is
credited to your Contract is guaranteed.

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

INITIAL  GUARANTEE  RATE is the rate of  interest  credited  during the  initial
Guarantee Period for a Contract.

INTERIM  VALUE is, as of any date,  the Net Premium  credited to a Contract plus
all interest  credited on such Net Premium,  less the sum of all previous  Gross
Surrender Values and interest  thereon from the date of each surrender,  plus or
minus any market value  adjustment  made when  choosing an  alternate  Guarantee
Period  and  interest  thereon  from the date such  alternate  Guarantee  Period
begins.

NET PREMIUM is a premium less any  applicable  sales  charge  applied to premium
when received and any applicable premium tax deducted upon receipt of premium.

NET SURRENDER  VALUE is the amount payable on a full or partial  surrender after
the application of any charges and market value adjustment.

OFFICE is our business office, American Skandia Life Assurance Corporation,  One
Corporate Drive, P.O. Box 883, Shelton, Connecticut 06484.

PARTICIPANT is either an eligible  entity or person who  participates in a group
Contract or is named as having ownership rights in relation to an Annuity issued
as an individual contract. Eligibility depends on the specific Contract.

SUBSEQUENT  GUARANTEE  RATE  is  the  rate  of  interest  established  by us for
crediting to your Contract during a subsequent Guarantee Period.

SURRENDER  DATE is the date we receive a  completed  request  In  Writing  for a
surrender.

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

"You" or "your" means the Participant.

Other terms are defined in this Prospectus as they appear.


<PAGE>


                                     SUMMARY

         MULTIPLE CONTRACTS

         We issue a Contract  for each  acceptable  premium or portion  thereof,
subject to our rules for minimum amounts per Contract.  Subsequent discussion in
this Prospectus will be in terms of a single Contract.

         INITIAL GUARANTEE PERIODS

         You select an initial  Guarantee Period among those we currently offer.
If we accept the premium, we then issue a Contract. The initial Guarantee Period
begins  on  the  Contract  Date  (see  "Application  and  Premium  Payment"  and
"Guarantee Periods").

         SUBSEQUENT GUARANTEE PERIODS

         At the end of a Guarantee Period, a subsequent Guarantee Period begins,
unless you have chosen such date as the  Annuity  Date.  We reserve the right to
make available  different Guarantee Periods than those which were available when
your Contract was issued.  The subsequent  Guarantee  Period will be the same as
the  previous  one (or the  next  shortest  one if that  duration  is no  longer
available)  unless we  receive  instructions  from you In  Writing  at least two
business days before the close of the Guarantee Period then ending. However, the
subsequent  Guarantee Period may not end beyond the Annuity Date (see "Guarantee
Periods").

         ALTERNATE GUARANTEE PERIODS

         You may  choose,  subject  to  certain  limitations,  to  switch  to an
alternate Guarantee Period that would begin before your current Guarantee Period
would normally end. Exercising this privilege will subject your Interim Value to
a market value adjustment,  but not to a surrender charge.  You may also need to
change your Annuity Date in order to exercise  this  privilege  (see  "Alternate
Guarantee Periods").

         SALES CHARGE

         The amount and schedule of the sales  charge,  if any, will be shown in
your Contract. As of the date of this Prospectus,  we are not offering Contracts
with sales charges in excess of 6% of premium upon receipt.  However, we reserve
the right to offer new types of  Contracts  with sales  charges of not more than
8.5% of premium upon receipt.  Sales charge percentages may be level or decrease
according to a specified schedule (see "Sales Charge").

         INTEREST RATES

         We declare interest rates for the available Guarantee Periods from time
to time.  The rate  applicable  throughout  any  Guarantee  Period is the one in
effect when such Guarantee Period begins.  The rates we declare are subject to a
minimum,  but we may declare higher rates. The minimum is determined in relation
to an index we do not  control.  For  Contracts  issued for  delivery in certain
jurisdictions, including New York, if available, rates may not be lower than 3%,
irrespective of the index.

         We reserve the right to  simultaneously  declare  Subsequent  Guarantee
Rates  for  existing  Contracts  that are  higher  than  Current  Rates  for the
Guarantee  Periods of the same duration  applicable to newly issued Contracts of
the same type, where allowed by law and regulation (see "Interest Rates").

         DEATH BENEFITS

         A death benefit of the greater of your Contract's Interim Value or 100%
of premium less the sum of all prior Gross Surrender  Values, is provided in the
event  of your  death  or the  Annuitant's  death  (if  there  is no  Contingent
Annuitant) if occurring  both (a) prior to the Annuity Date,  and (b) before the
beginning of the Contract Year which starts following the earlier of your or the
Annuitant's 85th birthday (see "Death Benefit").

         ANNUITY DATE AND ANNUITY OPTIONS

         You may choose the Annuity Date.  However,  it must be the first day of
the first month on or after the end of a Guarantee  Period,  and after the third
Contract  Year.  You may choose among a number of annuity  options (see "Annuity
Date" and "Annuity Options").

         PREMIUM TAXES

         In several states,  a premium tax is payable,  either when premiums are
received or, when the Interim Value is applied under an annuity option.  We will
deduct the amount of the  premium tax  payable,  if any,  from your  premiums or
Interim  Value.  The amount of the  premium  tax  varies  from  jurisdiction  to
jurisdiction,   which  any  state  legislature  may  change.   Also,  any  state
legislature  may decide to impose the tax when  premium  payments  are made.  In
those jurisdictions imposing such a tax, the tax rates currently in effect range
up to 3 1/2%. However, local taxes may be higher.

         SURRENDERS

         Total and partial  surrenders of your  Contract are permitted  prior to
the Annuity Date.  Such total or partial  surrenders may be assessed a surrender
charge and/or a market value  adjustment (see  "Surrenders").  A full or partial
surrender  may  result in a taxable  event,  and in  certain  situations,  a tax
penalty (see "Certain Tax Considerations").

         SURRENDER CHARGE

         The  surrender  charge,  if any,  applicable  to any  full  or  partial
surrender is a percentage of either the Gross Surrender Value or that portion of
the Gross  Surrender  Value deemed to be a liquidation of premium.  The type and
level of charges will be shown in your  Contract.  The charge may be level for a
specified  number of years or it may start at a particular  level and then grade
down to zero over a specified  number of years.  The  surrender  charge may also
depend  on the  initial  Guarantee  Period  you  select.  As of the date of this
Prospectus,  we were not offering  Contracts with surrender charges in excess of
6% of premium.  However,  we reserve  the right to offer new types of  Contracts
with sales charges of not more than 8.5% of premium (see "Surrender Charge").

         MARKET VALUE ADJUSTMENT

         The market value adjustment may increase or decrease the amount payable
to you  on a full  or  partial  surrender.  Such  a  surrender  at the  end of a
Guarantee Period,  and, where required by law, the 30 days prior to the end of a
Guarantee  Period, is not affected by this adjustment.  In addition,  the market
value adjustment will be applied to the Interim Value when choosing an alternate
Guarantee Period.

         The  adjustment  reflects  the  relationship  as of  the  time  of  its
calculation between: (a) the rate then being credited to your Contract;  and (b)
the Current Rate for your type of Contract with a Guarantee  Period equal to the
time remaining to the end of your current  Guarantee  Period.  Our Current Rates
are expected to be sensitive to interest rate fluctuations,  thereby making this
adjustment  equally  sensitive  to  such  changes.  There  would  be a  downward
adjustment when the applicable  Current Rate plus an adjustment rate exceeds the
rate  currently  being  credited  to your  Contract.  There  would be an  upward
adjustment  when the applicable  Current Rate plus the adjustment  rate is lower
than the rate currently being credited to your Contract.  The adjustment rate is
the same for all contracts of the same type, and cannot exceed 0.25% of interest
for any type of Contract.
(see "Market Value Adjustment").

         MEDICALLY-RELATED WITHDRAWALS

         Where permitted by law, any applicable surrender charge or market value
adjustment is waived on a full surrender if we receive satisfactory  evidence of
certain   medically-related   events  or  conditions   (see   "Medically-Related
Withdrawals").

         FREE WITHDRAWAL PRIVILEGE

         Once each  Contract  Year  after the first you may  withdraw  an amount
without any applicable  surrender charge being assessed.  This amount equals the
"growth" in the Contract.  "Growth" is defined as: (a) the interest  credited to
your Contract in the prior Contract Year, plus (b) the interest credited to your
Contract  in Contract  Years  previous  to the last,  subject to a market  value
adjustment, provided that immediately after the withdrawal (including any market
value  adjustment) the remaining Interim Value times the market value adjustment
is at  least  equal  to the  unliquidated  premium  plus  the  value at the time
credited  of any  amounts  added  due to  premium  size  (see  "Free  Withdrawal
Privilege").

         BREAKPOINTS

         We  reserve  the  right to make  additions  to the  Interim  Values  of
Contracts of Owners  submitting  large amounts of premium,  wherever  allowed by
law. As of the date of this  Prospectus,  the breakpoints for such treatment are
premiums of $500,000,  $1,000,000 and $5,000,000. We reserve the right to change
these breakpoints (see "Breakpoints").

                                ANNUITY FEATURES

         INTRODUCTION

         The Guaranteed  Maturity Annuity is designed to allow you to accumulate
funds for long term goals, such as retirement,  on a tax-deferred basis. You may
apply the  accumulated  funds on the Annuity  Date to receive a stream of income
payments.

         APPLICATION AND PREMIUM PAYMENT

         We may require a properly  completed  application or enrollment form, a
premium, and any other materials under our underwriting rules before we agree to
issue an Annuity.  We may issue an Annuity without  completion of an application
or enrollment form for certain classes of Annuities, where permitted by law.

         We offer various initial Guarantee  Periods.  Subject to our rules, you
may choose to have your Net Premium or portions thereof accumulate  interest for
one or more of the Guarantee Periods then available. While we may issue multiple
Contracts,  such  multiple  Contracts may be treated for tax purposes as if they
were a single Contract (see "Certain Tax Considerations").
No Guarantee Period may end later than the Annuity Date.

         Once we accept your premium and all our  requirements are met, we issue
a Contract for each initial Guarantee Period you choose.  The minimum premium we
will  accept  from you is $5,000.  Our  minimum  amount per  Contract is $2,000.
Therefore,  you could choose one but not more than two Guarantee  Periods if you
sent the minimum  premium  amount.  The minimum  premium we will accept from you
which may be used to purchase a Contract in conjunction with a qualified plan is
$2,000.  Our prior  approval is required  before we will accept a premium of any
amount that would cause the  combined  Interim  Value of all your  Contracts  to
exceed $500,000.

         We confirm each premium payment in writing.

         RIGHT TO CANCEL

         You may return your  Contract for a refund  within a specified  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.  Unless we
are required by law to return the premium amount,  the amount of the refund will
equal the Interim  Value  times the market  value  adjustment  as of the date we
receive the cancellation request plus any amount deducted for premium tax and/or
any sales charge, less the accumulated value of any additions we make because of
the amount of premium paid.  When your Contract is issued,  you will be informed
of the amount due if you  exercise  this right.  Exercising  the right  requires
return  of  the  Contract  to us or to the  representative  who  solicited  your
purchase.

         SALES CHARGE

         The amount and  schedule of the sales  charge,  if any, is shown on the
inside front cover of this Prospectus and will be shown in your Contract.  As of
the date of this Prospectus,  we were not offering  Contracts with sales charges
in excess of 6% of premium upon receipt.  However, we reserve the right to offer
new types of Contracts  with sales charges of not more than 8.5% of premium upon
receipt.  Sales charge  percentages may be level or may decrease  according to a
specified  schedule.  For  example,  a Contract  could have a schedule  of sales
charges  such that 5% is assessed  against the first  $10,000 of the  cumulative
premiums  paid by a  Participant,  4% is assessed  against  the next  $10,000 of
cumulative premiums paid by that Participant, and 3% assessed against cumulative
premiums  paid  by  a  Participant  in  excess  of  $20,000.   This  example  is
hypothetical.  The actual amount and schedule for such a charge, if any, will be
shown on the inside front cover of your Prospectus as well as in your Contract.

         From time to time we may structure  sales charges for a group Contract,
or we may reduce or waive sales charges for  individual  Contracts,  when either
are sold in a manner that reduces sales  expenses or spreads them out over time.
We would consider various factors, including (1) the size and type of group, (2)
the amount of premiums,  (3)  additional  premiums from  existing  Participants,
and/or (4) other transactions where our sales expenses are likely to be reduced,
eliminated or spread out over time.

         No sales  charge is imposed when any group  Contract or any  individual
Contract  issued  pursuant to this  Prospectus is owned on its Contract 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,  officer or trustee of any  underlying  mutual  fund;  (d) a director,
officer or employee of any  investment  manager,  sub-advisor,  transfer  agent,
custodian, auditing, legal or administrative services provider that is providing
investment management, advisory, transfer agency, custodianship, auditing, legal
and/or administrative  services to an underlying mutual fund or any affiliate of
such firm; (e) a director,  officer,  employee or registered representative of a
broker-dealer or insurance agency that has a then current selling agreement with
us  and/or  with  American  Skandia  Marketing,  Incorporated;  (f) a  director,
officer,  employee or authorized  representative of any firm providing us or our
affiliates  with  regular  legal,  actuarial,  auditing,  underwriting,  claims,
administrative,  computer support,  marketing, office or other services; (g) the
then current spouse of any such person noted in (b) through (f), above;  (h) the
parents of any such person noted in (b) through (g),  above;  (i) such  person's
child(ren) or other legal dependent under the age of 21; and (j) the siblings of
any such  persons  noted in (b)  through  (h) above.  No such group  Contract or
individual  Contract is eligible  for any  Additional  Amount due to the size of
premiums (see "Breakpoints").

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

         DEPENDING  ON THE  GUARANTEE  PERIOD YOU CHOOSE AND THE  INTEREST  RATE
CREDITED TO YOUR CONTRACT, ASSESSMENT OF A SUBSTANTIAL SALES CHARGE COULD RESULT
IN YOUR RECEIPT OF LESS THAN YOUR PREMIUM EVEN IF YOU SURRENDER YOUR CONTRACT AT
THE END OF A GUARANTEE PERIOD.  For example,  if you chose a one-year  Guarantee
Period, we were crediting 4% interest per year when your Guarantee Period began,
and the sales charge was 5% of your  premium,  you would  receive less than your
premium if you  surrendered  your  Contract at the end of the initial  Guarantee
Period.  You could also  receive  less than your  premium due to any  applicable
surrender charge and the market value adjustment (see "Surrenders").

         INTEREST CREDITING

                  Guarantee Periods

         As of the date of this  Prospectus,  we offer  Guarantee  Periods  with
annual  durations of one to ten years.  We may change the  Guarantee  Periods we
offer at some future date;  however,  any such change will not have an impact on
any Guarantee  Period then in effect.  See Appendix C for an illustration of how
interest is credited during a Guarantee Period.

         At the end of a Guarantee Period that occurs prior to the Annuity Date,
a subsequent  Guarantee Period begins.  At least 30 days prior to the end of any
Guarantee Period of at least a year's duration, or earlier where 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 Guarantee Period that
is ending is of less than a year's duration.  Subject to our rules, a subsequent
Guarantee Period will begin according to your  instructions,  if received at our
Office not less than two  business  days prior to the last day of the  Guarantee
Period then coming to an end. If you don't send us  instructions or instructions
are not received in a timely fashion,  the subsequent  Guarantee  Period will be
equal in duration to the one just ended.

         WE MAY CHANGE THE GUARANTEE  PERIODS  AVAILABLE AT ANY TIME,  INCLUDING
THE PERIOD  BETWEEN  THE DATE WE MAIL YOU  NOTICE  AND THE DATE YOUR  SUBSEQUENT
GUARANTEE PERIOD BEGINS. If you choose a duration that is no longer available on
the date your  subsequent  Guarantee  Period  begins and we cannot  reach you to
choose a different duration,  the next shortest duration will apply.  Similarly,
if you have  made no choice  but we no longer  are  making  available  Guarantee
Periods  equaling  the one then  ending  for your  Contract,  the next  shortest
duration will apply.  However,  in no event will the Guarantee  Period end after
the Annuity Date.

                  Alternate Guarantee Periods

         You may choose to switch to an  alternate  Guarantee  Period that would
begin before your current  Guarantee  Period would normally end,  subject to the
following rules:

         1.       We must receive your request In Writing at our Office.

         2.       The  beginning  of the  new  Guarantee  Period  is  the  first
                  business day after the date we receive all the  information we
                  need to process your request.

         3.       The  Guarantee  Period  you  choose  must be one we are making
                  available on the date the new Guarantee Period is to begin.

         4.       Your  Annuity  Date  must be the  first day of the month on or
                  immediately  after an anniversary of the date on which the new
                  Guarantee   Period   begins.   If   necessary   to  meet  this
                  requirement, you must choose a new Annuity Date before we will
                  process your request.

         5.       The new  Guarantee  Period may not extend  beyond the  Annuity
                  Date.

         6.       We will  process  only  one  such  request  per  Contract  per
                  Contract Year.

         7.       In certain  Contracts,  you may not choose a shorter Guarantee
                  Period than the Initial  Guarantee Period until after the date
                  the Initial Guaranteed Period was scheduled to end.

         Any applicable market value adjustment  formula will be applied to your
Contract's Interim Value immediately prior to the beginning of the new Guarantee
Period.  No surrender charge will be assessed.  The resulting Interim Value will
be credited  interest at the  Subsequent  Guarantee  Rate for the new  Guarantee
Period.

         EXERCISING  THIS  PRIVILEGE  MAY OR MAY NOT INCREASE YOUR INTERIM VALUE
OVER TIME.  That will  depend on such  factors as any  market  value  adjustment
applicable  at the time the privilege is  exercised,  the  Guarantee  Period you
choose and  Subsequent  Guarantee  Rate we are then crediting for that Guarantee
Period,  the  length  of time  you  subsequently  hold  your  Contract,  and any
subsequent   partial   surrenders  or  withdrawals  under  the  Free  Withdrawal
Privilege.

                  Interest Rates

         Declared  rates are  effective  annual rates of  interest.  The rate is
guaranteed  throughout the Guarantee Period.  The Initial Guarantee Rate applies
to the Net Premium less all Gross Surrender Values during the initial  Guarantee
Period.  The  Subsequent  Guarantee  Rate for any  subsequent  Guarantee  Period
applies to the Interim Value on the date such subsequent Guarantee Period begins
less all Gross Surrender Values after that date.

         We inform you of the Initial Guarantee Rate when we confirm  acceptance
of your  premium  and  issuance  of your  Contract.  You will be informed of the
Subsequent  Guarantee Rate applicable to any subsequent Guarantee Period as part
of the annual report we send you.

         AT ANY TIME WE MAY CHANGE INTEREST RATES. Any such change does not have
an impact on the rates  applicable  to  Guarantee  Periods  already  in  effect.
However,  such a change will affect the Market  Value  Adjustment  (see  "Market
Value Adjustment).

         When a subsequent  Guarantee  Period  begins,  the rate applied to your
Contract will not be less than the rate then  applicable to new Contracts of the
same type with the same Guarantee Period.

         Interest  rates are subject to a minimum.  We may declare higher rates.
The minimum for each Guarantee  Period is based on both an index and a reduction
to the interest rate determined according to the index.

         Each  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  Guarantee  Period to which the minimum is to
apply.  The term (length of time from issuance to maturity) of the  certificates
of indebtedness  upon which the index used for any Guarantee  Period is the same
as 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 Contract was delivered.  (For group
Contracts, it is our expectation that approval of only the jurisdiction in which
the underlying group contract was delivered would apply.)

         The  reduction  used in  determining  the  minimum  is an amount not to
exceed 2% percent of interest.  We may reduce this amount for a particular  type
of  Contract  if we can expect  reduced  sales  expenses  or other  expenses  in
relation to sales of that Contract.

         In certain jurisdictions, including New York, if available, in no event
will the minimum be less than 3% per year, compounded yearly.

         Your  Contract  may  include  a  provision  committing  us  to  declare
Subsequent Guarantee Rates applicable to certain Subsequent Guarantee Periods at
higher  rates than the Current  Rates for that type of  Contract.  The manner in
which  Subsequent  Guarantee  Rates  are  increased  will  be  uniform  for  all
Participants  in any one  particular  group  Contract.  The manner in which such
Subsequent  Guarantee  Rates are increased will be uniform for all owners of any
one particular type of individual  Contract,  wherever such an increase in rates
is allowed by law and/or regulation.  For any particular Contract, the number of
Contract Years required  before such an increase in rates applies or the size of
such increase  will depend on our  expectations  as to sales  expenses and other
expenses in relation to sales of that type of Contract.

         We have no  specific  formula for  determining  the  interest  rates we
declare.  Rates may  differ,  between  types of  Contracts,  even for  Guarantee
Periods of the same duration  starting at the same time. We expect such rates to
reflect  the returns  available  on the type of  investments  we make to support
these  types of  Contracts.  However,  we may also  take into  consideration  in
determining  rates such factors  including,  but not limited to, the duration of
the Guarantee  Period,  regulatory  and tax  requirements,  the liquidity of the
secondary   markets  for  the  type  of   investments   we  make,   commissions,
administrative  expenses,  investment  expenses,  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.

         YOU MAY  OBTAIN  OUR  CURRENT  RATES BY  WRITING  US OR  CALLING  US AT
1-800-766-4530.

         SURRENDERS

                  General

         You  may  request  a full  or  partial  surrender.  Your  Annuity  must
accompany your surrender request. Partial surrenders may only be made if:

         (a)      the Gross Surrender Value is at least $1,000; and

         (b)      the Gross  Surrender  Value  plus  $1,000  does not exceed the
                  amount  payable if you  completely  surrender your Contract on
                  that date.

         The amount  payable to you is the Net Surrender  Value.  The method for
determining  the Net Surrender  Value is shown in your  Contract,  and is either
expressed as a percentage of the Gross Surrender Value or as a percentage of the
premium being liquidated. Assuming that:

                  A =  the Gross Surrender Value;

                  B = the  surrender  charge,  if any, as of the date we receive
the surrender request In Writing; and

                  C = the market value adjustment described below as of the date
we receive the surrender request In Writing;

         i.       if the  surrender  charge is expressed as a percentage  of the
                  Gross Surrender Value,  then the Net Surrender Value equals (A
                  - B) X C;

         ii.      if the  surrender  charge is expressed as a percentage  of the
                  premium being liquidated,  then the Net Surrender Value equals
                  (A X C) - B; and

         iii. if there is no  surrender  charge,  then the Net  Surrender  Value
equals A X C.

         THESE  SECURITIES  MAY BE SUBJECT  TO A  SUBSTANTIAL  SURRENDER  CHARGE
AND/OR  MARKET VALUE  ADJUSTMENT  IF NOT HELD TO THE END OF A GUARANTEE  PERIOD,
WHICH COULD RESULT IN YOUR RECEIPT OF LESS THAN YOUR PREMIUM.  You may avoid any
applicable  surrender  charge by holding your Contract  until the time surrender
charges no longer apply,  which will be shown in your Contract.  No market value
adjustment applies to any surrender  occurring at the end of a Guarantee Period,
and,  where  required  by law,  the 30 days  prior  to the end of the  Guarantee
Period.  However,  any sales charges,  if applicable,  could also result in your
receipt  of less than your  premium  under  certain  circumstances  (see  "Sales
Charge").

         Where permitted by law, any applicable  surrender charge is waived if a
full surrender qualifies under our rules as a medically-related  withdrawal (see
"Medically-Related Withdrawals").

         Under certain circumstances,  some or all of the monies surrendered may
be  considered  as taxable  income  and may also be  subject to certain  penalty
provisions of the Internal Revenue Code (see "Certain Tax Considerations").



<PAGE>


                  Surrender Charge

         The  surrender  charge,  if any,  applicable  to any  full  or  partial
surrender is a percentage of either the Gross Surrender Value or that portion of
the Gross  Surrender  Value deemed to be a liquidation of premium.  The type and
level of charges will be shown in your  Contract.  The charge may be level for a
specified  number of years or it may start at a particular  level and then grade
down to zero over a specified number of years. The charge may also depend on the
duration of the  Initial  Guarantee  Period you  select.  As of the date of this
Prospectus,  we were not offering  Contracts with surrender charges in excess of
6% of premium.  However,  we reserve  the right to offer new types of  Contracts
with sales  charges of not more than 8.5% of  premium.  In  addition,  if both a
Sales  Charge and a Surrender  Charge exist in the same  Contract,  the total of
both charges will not exceed 8.5% of premium.

         When the surrender  charge is assessable  against the amount of premium
being  liquidated,  then  surrenders  or  partial  surrenders,  except for those
amounts taken under the free withdrawal provision, are deemed for the purpose of
this charge to be first a liquidation  of premium.  Amounts taken under the free
withdrawal  privilege are not considered a liquidation of premium.  On a partial
surrender,  Gross Surrender Value is deemed to come first from: (a) any interest
then available  under the free withdrawal  provision;  then from (b) any premium
not yet  liquidated,  and then from (c) any  remaining  interest and any amounts
credited due to premium size (see  "Breakpoints").  This does not coincide  with
the   treatment  of  such   surrenders   for  tax  purposes  (see  "Certain  Tax
Considerations).

         From  time to  time  we may  structure  surrender  charges  for a group
Contract,  or we may reduce or waive surrender charges for individual Contracts,
when either are sold in a manner that reduces sales expenses or spreads them out
over time. We would consider various factors  including (1) the size and type of
group,  (2) the  amount of  premiums,  (3)  additional  premiums  from  existing
Participants,  and/or (4) other transactions where our sales expenses are likely
to be reduced, eliminated or spread out over time.

         No  surrender  charge  is  imposed  when  any  group  Contract  or  any
individual  Contract issued pursuant to this Prospectus is owned on its Contract
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,  officer or trustee of any  underlying  mutual  fund;  (d) a director,
officer or employee of any  investment  manager,  sub-advisor,  transfer  agent,
custodian, auditing, legal or administrative services provider that is providing
investment management, advisory, transfer agency, custodianship, auditing, legal
and/or administrative  services to an underlying mutual fund or any affiliate of
such firm; (e) a director,  officer,  employee or registered representative of a
broker-dealer or insurance agency that has a then current selling agreement with
us  and/or  with  American  Skandia  Marketing,  Incorporated;  (f) a  director,
officer,  employee or authorized  representative of any firm providing us or our
affiliates  with  regular  legal,  actuarial,  auditing,  underwriting,  claims,
administrative,  computer support,  marketing, office or other services; (g) the
then current spouse of any such person noted in (b) through (f), above;  (h) the
parents of any such person noted in (b) through (g),  above;  (i) such  person's
child(ren) or other legal dependent under the age of 21; and (j) the siblings of
any such  persons  noted in (b)  through  (h) above.  No such group  Contract or
individual  Contract is eligible  for any  Additional  Amount due to the size of
premiums (see "Breakpoints").

         Any elimination of any surrender  charge or any reduction to the amount
of such charges will not discriminate  unfairly between Contract purchasers.  We
will not make any such changes to this charge where prohibited by law.

                  Market Value Adjustment

         The market value adjustment ("MVA") may increase or decrease the amount
payable to you on a full or partial surrender.  Such a surrender at the end of a
Guarantee Period,  and, where required by law, the 30 days prior to the end of a
Guarantee  Period,  or which  qualifies  under our rules as a  medically-related
withdrawal is not affected by the MVA.

         In addition, the market value adjustment will be applied to the Interim
Value when choosing an alternate Guarantee Period, except where required by law,
if the  change to an  alternate  Guarantee  Period  occurs not more than 30 days
before the end of the Guarantee Period.

         The MVA  reflects  the  relationship  as of the  time it is  calculated
between: (a) the rate then being credited to your Contract;  and (b) our Current
Rate  for  your  type of  Contract  with a  Guarantee  Period  equal to the time
remaining to the end of your current  Guarantee  Period.  Our Current  Rates are
expected to be  sensitive to interest  rate  fluctuations,  thereby  making this
adjustment sensitive to such fluctuations.  There would be a downward adjustment
when the  applicable  Current  Rate plus an  adjustment  rate  exceeds  the rate
currently being credited to your Contract.  There would be an upward  adjustment
when the applicable Current Rate plus the adjustment rate is lower than the rate
currently  being credited to your Contract.  The adjustment rate is the same for
all  Contracts  of the  same  type,  and  cannot  exceed  0.25%  for any type of
Contract.

         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 Contracts.  This would benefit all such  Contracts if  transactions  to
which the MVA applies occur while we use such lower interest rate.

         The formula we use to determine the MVA is:

                    [(1+I)/(1+J+the adjustment amount)] N/12

                                     where:

         I is the Guarantee  Rate  applicable  to the Guarantee  Period for your
Contract;

         J is the  Current  Rate for your  type of  Contract  for the  Guarantee
         Period equal to the number of years  (rounded to the next higher number
         when  occurring on other than an  anniversary  of the  beginning of the
         current  Guarantee  Period) remaining in your current Guarantee Period;
         and

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

         Nonetheless,  a full or  partial  surrender  at the end of a  Guarantee
Period is not affected by the MVA.

         See Appendix B for illustrations of how the MVA works.

         MEDICALLY-RELATED WITHDRAWALS

         Where  permitted by law,  you may apply to surrender  your rights under
your Contract for its Interim Value prior to the Annuity Date upon occurrence of
a  "Contingency  Event".  The Annuitant  must be alive as of the date we pay the
proceeds of such surrender request. If the Owner is one or more natural persons,
all such  Owners  must be alive at such  time.  This  waiver  of any  applicable
surrender  charge  and market  value  adjustment  is  subject to our rules.  For
contracts  issued  before  May 1,  1996,  a  "Contingency  Event"  occurs if the
Annuitant is:

         1.       First  confined  in  a  "Medical  Care  Facility"  while  your
                  Contract 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 Contract
                  is in force.

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

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

         FREE WITHDRAWAL PRIVILEGE

         Once each  Contract  Year  after the first you may  withdraw  an amount
without any applicable  surrender charge being assessed.  This amount equals the
"growth" in the Contract.  "Growth" is defined as: (a) the interest  credited to
your Contract in the prior Contract Year, plus (b) the interest credited to your
Contract  in Contract  Years  previous  to the last,  subject to a market  value
adjustment, provided that immediately after the withdrawal (including any market
value  adjustment) the remaining Interim Value times the market value adjustment
is at  least  equal  to the  unliquidated  premium  plus  the  value at the time
credited of any amounts or due to premium size.  Amounts credited due to premium
size are not considered to be interest only for purposes of this free withdrawal
privilege (see "Breakpoints").  Withdrawals of any type made prior to age 59 1/2
may be subject to 10% tax penalty (see "Penalty on Distributions").

         QUALIFIED PLAN WITHDRAWAL LIMITATIONS

         There are  surrender or withdrawal  limitations  in relation to certain
retirement  plans for employees  which  qualify  under  various  sections of the
Internal Revenue Code of 1986, as amended (the "Code"). These limitations do not
affect  certain  roll-overs or exchanges  between  qualified  plans.  Generally,
distribution of amounts  attributable to contributions made pursuant to a salary
reduction agreement (as defined in Code section  402(g)(3)(A)),  or attributable
to transfers 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 (as defined for purposes of Code Section 401(k)).  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 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.

         DEFERRAL OF PAYMENT

         We may defer  payment of any partial or total  surrender for the period
permitted by law. In no event may this deferral of payment  exceed 6 months from
the date we receive the request In Writing. If we defer payment for more than 30
days, we pay interest on the amount deferred in accordance with your Contract.

         DEATH BENEFIT

         On the  Contracts we offer as of the date of this  Prospectus,  "death"
means  either your death,  or the  Annuitant's  death if there is no  Contingent
Annuitant.  The amount payable on death prior to the Annuity Date and before the
Contract  anniversary  following  the  earlier of your or the  Annuitant's  85th
birthday is the greater of (1) the Interim Value of your Contract as of the date
we receive due proof of death,  or (2) the premium  allocated  to your  Contract
less the sum of all  prior  Gross  Surrender  Values.  The  amount  of the death
benefit at any later date prior to the Annuity  Date is the Interim  Value as of
the date we receive "due proof of death".  The following  constitutes "due proof
of death": (a)(i) a certified copy of a death certificate, (ii) a certified copy
of a decree of a court of competent  jurisdiction as to the finding of death, or
(iii) any other proof satisfactory to us; (b) all  representations we require or
which are  mandated by  applicable  law or  regulation  in relation to the death
claim and the payment of death proceeds;  and (c) any applicable election of the
mode  of  payment  of the  death  benefit,  if  not  previously  elected  by the
Participant.  The amount of the death benefit is reduced by any annuity payments
made prior to the date we receive In Writing due "proof of death".

         We may offer  contracts  that pay the death  benefit upon the death of:
(a) the  Participant  when the  Participant  is a  natural  person;  and (b) the
Annuitant  (unless a Contingent  Annuitant was previously  designated)  when the
Participant is not a natural  person (such as a trustee).  In such Contracts the
death benefit would be payable if the death occurred before the 85th birthday of
the applicable decedent.

         In the absence of your election In Writing  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
modify  such  election.  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.  However, if the Contingent Annuitant predeceased the
Annuitant or there is no  Contingent  Annuitant  designation,  the death benefit
becomes payable to the Beneficiary.

         The death of the first of any joint  Participant is deemed the death of
the Participant for determining payment of the death benefit.

         If the  Beneficiary  is your spouse and your death  occurs prior to the
Annuity Date and the Annuitant or Contingent  Annuitant is living,  then in lieu
of  receiving  the death  benefit,  your  spouse  may elect to be treated as the
Participant  and continue the Annuity at its current  Account Value,  subject to
its terms and conditions.  A Participant's  spouse may only assume  ownership of
the Annuity if such spouse is designated as the sole primary Beneficiary.


         ANNUITY DATE

         You may choose an  Annuity  Date when you  purchase  an Annuity or at a
later date. It must be the first day of the first month on or after the end of a
Guarantee  Period.  It must also be after the third  Contract  Year  unless  the
Annuitant   has   a   medically-related    condition   that   would   permit   a
medically-related  withdrawal (see "Medically-Related  Withdrawals").  It can be
changed at any time but such  requests must be received In Writing at our Office
at least 30 days before the current  Annuity Date. In the absence of an election
In Writing and where  permitted by law: (a) the Annuity Date is the start of the
Contract Year 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. Your choice of Annuity Date may be limited in certain jurisdictions.

         ANNUITY OPTIONS

         You may select an annuity option when you purchase an Annuity,  or at a
later  date.  You may change  this at any time up to 30 days  before the Annuity
Date by sending us a request In Writing. In the absence of an election from you,
payments  will  automatically  commence on the Annuity Date under option 2, with
120 payments certain.  The amount to be applied is the value of your Contract on
the Annuity Date.  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 $50.

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

                  Option 1:  Life Annuity

         This  annuity is payable  monthly  during  the  lifetime  of the payee,
terminating with the last payment due prior to the death of the payee.  Since no
minimum number of payments is  guaranteed,  this option offers the maximum level
of monthly payments of the annuity options.  It is possible that the payee could
receive  only one payment if he or she died  before the date the second  payment
was due, and no others payments nor death benefits would be payable.

                  Option 2: Life Annuity with 120, 180, or 240 Monthly  Payments
                  Certain

         This annuity provides monthly income to the payee for a fixed period of
120, 180, or 240 months,  as selected,  and for as long  thereafter as the payee
lives.  Should the payee die before the end of the fixed  period,  the remaining
payments are paid to the Beneficiary to the end of such period.

                  Option 3:  Payments Based on Joint Lives

         Under this option,  income is payable monthly 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 key lives occurs before the date the
second  payment  was due,  and no other  payments  nor death  benefits  would be
payable.

                  Option 4:  Payments for a Designated Period

         This  annuity  provides an amount  payable  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
Annuitants to live.

         The monthly payment varies  according to the annuity option you select.
The monthly  payment is determined by multiplying  the value of your Contract on
the Annuity  Date  (expressed  in  thousands  of  dollars)  less any amount then
assessed for premium tax, by the amount of the first monthly  payment per $1,000
obtained  from our  annuity  rates.  These  rates  will not be less  than  those
provided in the tables  included in the Contract.  These tables are derived from
the 1983a  Individual  Annuity  Mortality  Table with ages set back one year for
males and two years for  females  and with an  assumed  interest  rate of 4% per
annum. Where required by law or regulation,  such annuity tables 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.

         Annuity  payments  will be made on the  first  day of each  month  once
payments begin.

         ADMINISTRATION OF TRANSACTIONS

         In administering  transactions,  we may require  presentation of proper
identification   prior  to   processing,   including   the  use  of  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
or any  person  authorized  by us  will be  responsible  for  any  claim,  loss,
liability  or  expense in  connection  with a switch to an  alternate  Guarantee
Period or any other transaction for which we accept instructions by telephone if
we or such  other  person  acted  on  telephone  instructions  in good  faith in
reliance  on  your  telephone   instruction   authorization  and  on  reasonable
procedures to identify persons so authorized through  verification methods which
may include a request for your Social  Security or tax I.D. 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.

         AGE LIMITS

         Both you and the Annuitant, if you are not the Annuitant,  must be less
than 85 years of age on the Contract Date.

         ASSIGNMENTS OR PLEDGES

         Generally,  your  rights in a Contract  may be  assigned or pledged for
loans at any time. However, these rights may be limited depending on your use of
the Annuity.  The assignment and/or loan proceeds may be subject to income taxes
and certain  penalty  taxes (see "Certain Tax  Considerations").  You may assign
your rights to another person at any time, during the Annuitant's lifetime.  You
must give us a copy of the  assignment  In Writing.  An assignment is subject to
our acceptance.  Prior to receipt of this notice,  we will not be deemed to know
of or be  obligated  under the  assignment  prior to our receipt and  acceptance
thereof.  We assume no  responsibility  for the validity or  sufficiency  of any
assignment.

         PARTICIPANT, ANNUITANT AND BENEFICIARY DESIGNATIONS

         When you  purchase  an  Annuity,  you must make  certain  designations,
including  a  Participant  and an  Annuitant.  You may also make  certain  other
designations.  These designations include a contingent Participant, a Contingent
Annuitant, a Beneficiary, and a contingent Beneficiary. Certain designations are
required,  as indicated below.  Such  designations  will be revocable unless you
indicate  otherwise or we endorse your Annuity to indicate that such designation
is irrevocable to meet certain regulatory or statutory requirements.

         Some of the tax implications of the 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.

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

         You may designate more than one primary or 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.
The  Beneficiary is the person or persons  entitled to receive the death benefit
or remaining  certain  payments under an annuity  option with certain  payments.
Unless you indicated that a prior choice was  irrevocable,  you may change these
designations at any time during the Annuitant's lifetime by sending a request In
Writing.

         If a Participant's spouse is designated as the sole primary Beneficiary
of the  Annuity  and  the  Participant  dies  prior  to the  Annuity  Date,  the
Participant's Spouse, as Beneficiary, may elect to be treated as Participant and
continue  the Annuity at its  current  Account  Value,  subject to its terms and
conditions.  If the Annuity is owned  jointly by both  spouses,  and the primary
Beneficiary is designated as "surviving spouse", each spouse named individually,
or a designation of similar intent,  then upon the death of either  Participant,
the surviving spouse may elect to be treated as Participant.


         If the primary  Beneficiary  dies before death proceeds become payable,
the  proceeds  will  become  payable  to  the  contingent  Beneficiary.   If  no
Beneficiary is alive at the time of the death upon which death  proceeds  become
payable or in the absence of any Beneficiary designation, the proceeds will vest
in you or your estate.

         You may name one or more  Contingent  Annuitants.  There may be adverse
tax  consequences  if a  Contingent  Annuitant  succeeds  an  Annuitant  and the
Contract is owned by a trust that is neither tax exempt nor does not qualify for
preferred  treatment under certain  sections of the Code, such as Section 401 (a
"non-qualified"  trust). In general, the Code is designed to prevent the benefit
of tax deferral from continuing for long periods of time on an indefinite basis.
Continuing  the  benefit  of tax  deferral  by  naming  one or  more  Contingent
Annuitants when the Contract 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 a Contract in such a fashion. You must name Contingent  Annuitants
according to our rules when a Contract is used as a funding  vehicle for certain
retirement  plans  designed  to meet  the  requirements  of  Section  401 of the
Internal Revenue Code.

         MISSTATEMENT OF AGE OR SEX

         If the age  and/or sex of the  Annuitant  has been  misstated,  we make
adjustments to conform to the facts. Any underpayments by us will be remedied on
the next payment  following  correction.  Any overpayments by us will be charged
against future amounts payable by us under your annuity.

         CONTRACT MODIFICATION

         We reserve the right to make changes that are necessary to maintain the
tax status of the Annuity  under the  Internal  Revenue Code and/or make changes
required by any change in other  Federal or state laws  relating  to  retirement
annuities or annuity contracts. Where required by law or regulation, approval of
the contract owner will be obtained prior to any such change.

         BREAKPOINTS

         Wherever  allowed by law, we reserve the right to make additions to the
Interim Values of Contracts of Participants submitting large amounts of premium.

         The current  breakpoints for qualifying for such additional amounts and
the amount we credit are as follows:

                   Premiums received                  Additional Amount
                                                  as a percentage of premium

                     At least $500,000
                     but less than $1,000,000                      1.25%

                     At least $1,000,000
                     but less than $5,000,000                      3.00%

                     At least $5,000,000
                     or more                                       3.75%

         As of the date of the  Prospectus we make such a program  available for
Contracts that do not otherwise differentiate sales charges or surrender charges
on the  amount of premium  received.  However,  we reserve  the right to modify,
suspend or terminate it at any time, or from time to time, without notice.

         If you submit  premium to purchase  multiple  Contracts,  we divide the
additions to the Contracts  then being  purchased in the same  proportion as the
premium is being divided among such Contracts.

         Should you have a right to cancel your Contract (see "Right to Cancel")
and  exercise  such a right,  the  accumulated  value of the  additional  amount
credited will not be included in the amount returned to you.

         We do not consider  additional  amounts credited due to premium size to
be  an  increase  in  your  "investment  in  the  contract"  (see  "Certain  Tax
Considerations).

         Additional  amounts  credited  are not  included in any amounts you may
withdraw  without  assessment  of any  applicable  surrender  charge  (see "Free
Withdrawal Privilege").

                                   INVESTMENTS

         GENERAL

         Our  investments are subject to the  requirements  of applicable  state
laws.  Such laws address the nature and quality of  investments,  as well as the
percentage of our assets which we may commit to a particular type of investment.
Subject to certain  limitations and  qualifications,  such laws generally permit
investment  in  federal,  state  and  municipal  obligations,  corporate  bonds,
preferred and common stock, real estate mortgages, real estate and certain other
investments.

         Assets  supporting  the  Annuities  are  accounted  for in one or  more
non-unitized  separate accounts established by us under the laws of the State of
Connecticut.  Such  separate  accounts may contain  assets from various types of
annuities  we  offer,  the  assets  of which  are  permitted  to be held in such
accounts under  applicable law and regulation.  Neither you nor the owner of any
underlying  group Annuity  participate in the  performance of the assets through
any unit values in such a non-unitized  separate account.  There are no discrete
units for such a separate account. Contracts do not represent units of ownership
of assets belonging to this separate account.

         We own the assets in each separate account. The assets accrue solely to
our  benefit.  Neither  you nor any  group  Contract  owner  participate  in the
investment gain or loss from assets belonging to such separate account(s).  Such
gain or loss accrues solely to us.

         We believe that the assets  equal to the reserve and other  liabilities
of such separate  accounts are not chargeable with liabilities  arising from our
other business if so stated in our annuity  contract and  certificate  forms. We
have obtained approval in each jurisdiction in which our annuities are available
for sale of language stating that:

                  (A)      Income,  gains and losses,  whether or not  realized,
                           from assets  allocated to any such  separate  account
                           are  credited  to or charged  against  such  separate
                           account without regard to our other income,  gains or
                           losses;

                  (B)      Assets equal to the reserves and other liabilities of
                           such  separate   accounts  are  not  chargeable  with
                           liabilities  that arise from any  business we conduct
                           other than from the  operation  of the  Annuities  or
                           other  annuities which are supported by such separate
                           accounts; and

                  (C)      We have the right to transfer to our general  account
                           any  assets  of such  separate  account  which are in
                           excess of such reserves and other liabilities.

         All benefits  attributable to Contracts and interests  purchased in the
group  contracts  are contract  guarantees  we make and are accounted for in the
separate account(s). However, all of our general account assets are available to
meet our obligations under the Contracts.

         INVESTMENT MANAGEMENT

         We have the sole  discretion  to  employ  investment  managers  that we
believe are qualified, experienced and reputable to manage the assets supporting
the  Guaranteed  Maturity  Annuity  including,  but not limited to, J. P. Morgan
Investment Management Inc. Each manager is responsible for investment management
of different portions of a separate account supporting one or more Contracts. We
are  under no  obligation  to  employ  or  continue  to  employ  any  investment
manager(s).

         CURRENT INVESTMENT GUIDELINES

         Some of the guidelines of our current investment  strategy are outlined
below.  However,  we are not obligated to invest  according to this or any other
strategy  except as may be required  by  Connecticut  and other state  insurance
laws.

         Our  current  guidelines  for  the  portfolio  of  investments  in  any
non-unitized separate account include, but are not limited to the following:

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

         2. 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.  or any  Should a fixed  income
security   fall   below  one  of  these  top  four   generic   lettered   rating
classifications subsequent to purchase, we may or may not sell such security. We
may change these guidelines at any time.

                           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 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.  With respect to Roth IRAs
only, distributions are not subject to federal income tax or the 10% penalty tax
if five (5) tax years have passed since the first  contribution  was made or any
conversion  from a traditional  IRA was made, and the  distribution  is made (a)
once the taxpayer is age 59 1/2 or older,  (b) upon the death or  disability  of
the taxpayer,  or (c) for qualified  first-time home buyer expenses,  subject to
certain  limitations.  Distributions from a Roth IRA that are not "qualified" as
described above may be subject to a penalty tax.

         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.

         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  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".  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 apply to distributions from annuities
obtained as part of such an exchange.

                  Estate  and  Gift  Tax   Considerations

         You should obtain competent tax advice with respect to possible federal
and state  estate  and 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   generation-skipping
transfers  generally  include those subject to federal estate or gift tax rules.
There is an aggregate $1 million exemption from taxes for all such transfers. We
may be required to determine  whether a transaction  is a direct skip as defined
in the Code and the  amount  of the  resulting  tax.  We will  deduct  from your
Annuity or from any  applicable  payment  treated as a direct skip any amount of
tax we are required to pay.

                  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,  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 a  required  minimum
distribution  when an annuity is used in  conjunction  with  certain  retirement
plans;  (b) direct  transfers  to  trustees  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 depends 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 annuity  ("IRA").  Subject to limitations,  contributions  of certain
amounts may be deductible  from gross  income.  Such persons may also maintain a
form of IRA called a "Roth IRA".  Contributions to a Roth IRA are not deductible
but,  under  certain  circumstances,  distributions  from  such an  account  are
tax-free.  Purchasers  of IRAs and Roth IRAs will  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 qualified  plans may be rolled over or  transferred
into an IRA on a tax-deferred basis and the conditions under which distributions
from  traditional  IRAs may be rolled over to, or the traditional IRA itself may
be converted into a Roth IRA.  Eligible  employers that meet specified  criteria
may establish  Simplified  Employee  Pensions using the employees'  IRAs.  These
arrangements  are known as  SEP-IRAs,  and may be  deductible  to the  employer.
Employer  contributions that may be made to SEP IRAs are larger than the amounts
that may be contributed to other IRAs, and may be deductible to the employer.

                  Tax Sheltered Annuities

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

                  Corporate Pension and Profit-sharing Plans

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

                  H.R. 10 Plans

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

                  Tax Treatment of Distributions From Qualified Annuities

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

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

                              MISCELLANEOUS MATTERS
         DISTRIBUTION

         American Skandia Marketing,  Incorporated, 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").

         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 the entity.  In addition,  ASM, Inc. may solicit other eligible
groups and certain  individuals.  The maximum  concession to be paid on premiums
received is 6.0%. We reserve the right to provide higher levels of  compensation
for the sale of Contracts when  Participants  select initial  Guarantee  Periods
with  longer  durations  than we pay in relation  to shorter  initial  Guarantee
Periods.

         As of the date of this  Prospectus,  we were  promoting the sale of our
products and solicitation of additional purchase payments, where applicable, for
our products, including contracts offered pursuant to this Prospectus, through a
program of  non-cash  rewards to  registered  representatives  of  participating
broker-dealers. We may withdraw or alter this promotion at any time.

         REPORTS TO YOU

         We send any  statements  and  reports  required  by  applicable  law or
regulation  to you at your last known  address of  record.  Participants  should
therefore give us prompt notice of any address change.  We reserve the right, to
the extent  permitted by law and subject to your prior  consent,  to provide any
prospectus,  prospectus  supplements,   confirmations,  statements  and  reports
required by applicable law or regulation to you through our Internet  Website at
http://www.americanskandia.com   or  any  other  electronic   means,   including
diskettes  or CD ROMs.  We send a  confirmation  statement  to you  each  time a
transaction is made affecting  Interim Value. We also send quarterly  statements
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.  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 that are confirmed immediately,  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.

         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.

         LEGAL COUNSEL

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

         EXPERTS

         The  consolidated   financial   statements  of  American  Skandia  Life
Assurance  Corporation  included in this Prospectus and  Registration  Statement
with  respect to the year ended  December  31, 1997 have been audited by Ernst &
Young LLP,  independent  auditors,  and by  Deloitte & Touche  LLP,  independent
auditors,  with respect to the years ended  December 31, 1996,  1995,  1994, and
1993 as set  forth in  their  respective  reports  thereon  appearing  elsewhere
herein,  and are included in reliance upon such reports given upon the authority
of such firms as experts in accounting and auditing.

         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.

         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, 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 herein 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>

THE COMPANY:  American  Skandia Life Assurance  Corporation (the "Company") is a
stock life insurance  company  domiciled in Connecticut  with licenses in all 50
states. It is a wholly-owned  subsidiary of American Skandia  Investment Holding
Corporation (the "Parent"),  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.

     In addition,  the Company has 99.9% ownership in Skandia Vida, S.A. de C.V.
which is a life insurance company domiciled in Mexico. This Mexican life insurer
is a start up company with  expectations of selling  long-term  savings products
within Mexico.  The Company's  investment in Skandia Vida,  S.A. de C.V. is $1.5
million at December 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;  c)  certain  group
variable  annuities  that are not  registered  with the  Securities and Exchange
Commission that serve as funding vehicles for various types of qualified pension
and profit sharing plans; and d) fixed and adjustable immediate annuities.

         Selected  Financial  Data:  The following  selected  financial  data is
qualified by reference to, and should be read in conjunction with, the financial
statements,  including related notes thereto,  and "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere in
this  Prospectus.  The selected  financial  data as of and for each of the years
ended December 31, 1997,  1996,  1995,  1994 and 1993 has not been audited.  The
selected financial data has been derived from the full financial  statements for
the years  ended  December  31,  1997,  1996,  1995,  1994 and 1993  which  were
presented in conformity with generally accepted accounting  principles and which
were  audited by Ernst & Young LLP,  independent  auditors,  with respect to the
year ended  December 31, 1997 and Deloitte & Touche LLP,  independent  auditors,
with  respect to the years ended  December 31, 1996 and 1995,  whose  respective
reports on the Company's  consolidated  financial  statements as of December 31,
1997 and 1996,  and for the three years in the period  ended  December 31, 1997,
are included herein.
<TABLE>
<CAPTION>

                                               FOR THE YEAR ENDED DECEMBER 31,
<S>                             <C>              <C>                <C>               <C>              <C>
                                         1997             1996             1995             1994             1993
                                         ----             ----             ----             ----             ----
     Income Statement Data:
     Revenues:
     Annuity charges and fees*    $   121,157,846   $   69,779,522   $   38,837,358   $   24,779,785   $   11,752,984
     Fee income                        27,587,231       16,419,690        6,205,719        2,111,801          938,336
     Net investment income              8,181,073        1,585,819        1,600,674        1,300,217          692,758
     Annuity premium income
       and other revenues               1,088,144          265,103           45,524           92,608          432,936
                                  ---------------   --------------   --------------   --------------   --------------


     Total revenues               $   158,014,294   $   88,050,134   $   46,689,275   $   28,284,411   $   13,817,014
                                  ===============   ==============   ==============   ==============   ==============

     Benefits and Expenses:
     Annuity benefits                   2,033,275          613,594          555,421          369,652          383,515
     Increase/(decrease) in annuity
       policy reserves                     37,270          634,540       (6,778,756)       5,766,003        1,208,454
     Cost of minimum death benefit
       reinsurance                      4,544,697        2,866,835        2,056,606            -                -
     Return credited
       to contractowners               (2,018,635)         672,635       10,612,858         (516,730)         252,132
     Underwriting, acquisition and
       other insurance expenses        90,496,952       49,887,147       35,914,392       18,942,720        9,547,951
     Interest expense                  24,895,456       10,790,716        6,499,414        3,615,845          187,156
                                  ---------------   --------------   --------------   --------------   --------------
     Total benefits and expenses  $   119,989,015   $   65,465,467   $   48,859,935   $   28,177,490   $   11,579,208
                                  ===============   ==============   ==============   ==============   ==============

     Income tax (benefit) expense $    10,477,746   $   (4,038,357)  $      397,360   $      247,429   $      182,965
                                  ===============   ==============   ==============   ==============   ==============

     Net income (loss)            $    27,547,533   $   26,623,024   $   (2,568,020)  $     (140,508)  $    2,054,841
                                  ===============   ==============   ==============   ==============   ==============
     Balance Sheet Data:
     Total Assets                 $12,972,416,108   $8,347,695,595   $5,021,012,890   $2,864,416,329   $1,558,548,537
                                  ===============   ==============   ==============   ==============   ==============
     Future fees payable
       to parent                  $   233,033,818   $   47,111,936   $            0   $            0   $            0
                                  ===============   ==============   ==============   ==============   ==============


     Surplus Notes                $   213,000,000   $  213,000,000   $  103,000,000   $   69,000,000   $   20,000,000
                                  ===============   ==============   ==============   ==============   ==============

     Shareholder's Equity         $   184,421,044   $  126,345,031   $   59,713,000   $   52,205,524   $   52,387,687
                                  ===============   ==============   ==============   ==============   ==============

</TABLE>

     * On  annuity  sales  of  $3,697,990,000,  $2,795,114,000,  $1,628,486,000,
       $1,372,874,000 and $890,640,000 during the years ended December 31, 1997,
       1996, 1995, 1994, and 1993, respectively, with contractowner assets under
       management   of    $12,119,191,000,    $7,764,891,000,    $4,704,044,000,
       $2,661,161,000  and  $1,437,554,000  as of December 31, 1997, 1996, 1995,
       1994 and 1993, respectively.

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

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

     RESULTS OF OPERATIONS  The Company's  long term business plan was developed
reflecting  the current sales and marketing  approach.  Annuity sales  increased
32%, 72% and 19% in 1997, 1996 and 1995, respectively.  The Company continues to
show  significant  growth in sales volume and increased  market share within the
variable  annuity  industry.  This  growth  is a result  of  innovative  product
development activities,  expansion of distribution channels and a focused effort
on customer orientation.

         The  Company  primarily  offers  and  sells a wide  range  of  deferred
         annuities  through three focused  marketing,  sales and service  teams.
         Each  team  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.  The  Company  also  offers a  number  of  specialized  products
         distributed  by  select,  large  distributors.  In 1995 and  1996,  the
         Company  restructured  its internal  operations  to better  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 representatives/insurance agents of all the selling
         firms.


<PAGE>


               Total  assets  grew  55%,  66% and 75% in 1997,  1996  and  1995,
               respectively.  These  increases  were  a  direct  result  of  the
               substantial sales volume  increasing  separate account assets and
               deferred  acquisition  costs as well as 1997 and 1996  growth  in
               fixed maturity investments in support of the Company's risk based
               capital requirements. Liabilities grew 56%, 65%, and 76% in 1997,
               1996 and 1995, respectively, as a result of the reserves required
               for the increased  sales  activity along with  borrowings  during
               these periods.  The borrowings are needed to fund the acquisition
               costs of the Company's variable annuity business.

               The Company experienced a net gain after tax in 1997 and 1996 and
               a net loss  after  tax in 1995.  The 1997  and 1996  results were
               related to the strong sales  volume,  favorable  market  climate,
               expense  savings  relative  to sales  volume and  recognition  of
               certain tax benefits.

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

               Increasing volume of annuity sales results in higher assets under
               management.  The fees  realized on assets under  management  have
               resulted in annuity  charges and fees increasing 74%, 80% and 57%
               in 1997, 1996 and 1995, respectively.

               Fee income has  increased  68%,  165% and 194% in 1997,  1996 and
               1995,  respectively,  as a result of income from transfer  agency
               type  activities.  These  increases  are  also  as  a  result  of
               increases in assets under management.

               Net investment  income  increased  416% in 1997,  decreased 1% in
               1996 and increased 23% in 1995. The increase in 1997 was a direct
               result of  increased  bond  holdings in support of the  Company's
               risk based capital. The level net investment income in 1996 was a
               result of the consistent  investment  holdings throughout most of
               the year.  The increase in 1995 was a result of a higher  average
               level of Company bonds and short-term investments.

               Annuity  premium income  represents  premiums  earned on sales of
               immediate  annuities with life  contingencies  and  supplementary
               contracts with life contingencies.

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

               Increase/(decrease) in annuity policy reserves represents changes
               in reserves for the  immediate  annuity with life  contingencies,
               supplementary  contracts with life  contingencies  and guaranteed
               minimum death benefits.  During 1995, the Company entered into an
               agreement  to  reinsure  the  guaranteed  minimum  death  benefit
               exposure on most of the  variable  annuity  contracts.  The costs
               associated with  reinsuring the guaranteed  minimum death benefit
               reserve  exceeded  the  change in the  guaranteed  minimum  death
               benefit  reserve  during  1997 and 1996 as a  result  of  minimum
               required  premiums  within the  reinsurance  contract.  The costs
               associated with  reinsuring the guaranteed  minimum death benefit
               reserve  approximate  the change in the guaranteed  minimum death
               benefit reserve during 1995, thereby having no significant effect
               on the statement of operations.

                Return  credited to  contractowners  represents  revenues on the
                variable  and  market  value  adjusted  annuities  offset by the
                benefit  payments  and  change  in  reserves  required  on  this
                business.  Also included are the benefit  payments and change in
                reserves on  immediate  annuity  contracts  without  significant
                mortality risks. The 1997 return credited to  contractowners  in
                the amount of ($2.0)  millions  represents a break-even year for
                our market value  adjusted  product line for the year.  The 1996
                return credited to  contractowners in the amount of $0.7 million
                represents  a favorable  investment  return on the market  value
                adjusted   contracts  relating  to  the  benefits  and  required
                reserves,  offset by the effect of bond market  fluctuations  on
                December  31,  1996 in the  amount  of $1.8  million.  While the
                assets relating to the market value adjusted  contracts  reflect
                the market interest rate fluctuations which occurred on December
                31, 1996,  the  liabilities  are based on the interest rates set
                for new contracts  which are generally  based on the prior day's
                interest rates.  During the first week of January 1997, interest
                rates were  established for new contracts,  thereby bringing the
                liabilities  relating to the market value adjusted  contracts in
                line with the related assets. Consequently, the gain realized in
                1997 was a result of this liability shift.

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

               Underwriting,  acquisition and other insurance  expenses for 1997
               were made up of $186.9 million of  commissions  and $94.5 million
               of general expenses offset by the net  capitalization of deferred
               acquisition  costs totaling $191.1 million.  This compares to the
               same period last year of $140.4 million of commissions  and $63.2
               million of general expenses offset by the net  capitalization  of
               deferred acquisition costs totaling $153.9 million.

               Underwriting,  acquisition and other insurance  expenses for 1995
               is made up of $62.8 million of  commissions  and $42.2 million of
               general  expenses  offset by the net  capitalization  of deferred
               acquisition costs totaling $69.2 million.

               Interest expense  increased $14.1 million,  $4.3 million and $2.9
               million  in 1997,  1996 and  1995,  respectively,  as a result of
               Surplus  Notes  totaling  $213  million,  $213  million  and $103
               million, at December 31, 1997, 1996 and 1995, respectively, along
               with interest on  Securitization  (future fees payable to Parent)
               transactions for the year 1997.

               Income tax  reflected  an expense of $10.5  million  for the year
               ended  December  31,  1997,  a benefit of $4 million for the year
               ended  December  31, 1996 and an expense of $0.4  million for the
               year ended  December 31,  1995.  The 1997 income tax expense is a
               net  result of  applying  the  federal  income tax rate of 35% to
               pre-tax earnings reduced by permanent differences,  with the most
               significant item being the dividend received deduction.  The 1996
               benefit is related to  management's  release of the  deferred tax
               valuation  allowance of $9.3 million,  established prior to 1996.
               Management  believes that based on the taxable income produced in
               the current year and the  continued  growth in annuity  products,
               the Company will produce  sufficient taxable income in the future
               to realize its  deferred  tax assets.  Income tax expense in 1995
               relates  principally to an increase in the deferred tax valuation
               allowance of $1.7  million,  as well as, the Company  being in an
               Alternative Minimum Tax position for the year.

               Liquidity and Capital Resources: The liquidity requirement of the
               Company  was met by cash from  insurance  operations,  investment
               activities,  borrowings  from its  Parent  and sale of  rights to
               future fees and charges to its Parent.

               As previously  stated,  the Company continued to have significant
               growth  during  1997.  The sales  volume of  $3.698  billion  was
               primarily  (approximately 94%) variable annuities,  most of 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 cash  made  available  by  insurance  operations  and
               investments of the Company.  During 1996, the Company borrowed an
               additional  $110  million  from its Parent in the form of Surplus
               Notes.  Also,  during  1997 and 1996,  the Company  extended  its
               reinsurance  agreements  (which were initiated in 1993,  1994 and
               1995).  The  reinsurance   agreements  are  modified  coinsurance
               arrangements  where the reinsurer  shares in the  experience of a
               specific book of business. The income and expense items presented
               above are net of reinsurance.

               In  addition,  on December  17,  1996,  the  Company  sold to its
               Parent,  effective  September 1, 1996,  certain rights to receive
               future fees and charges  expected to be realized on the  variable
               portion  of a  designated  block of  deferred  annuity  contracts
               issued  during the period  January 1, 1994  through June 30, 1996
               (Transaction   1996-1).   Also,  the  Company  entered  into  the
               following similar transactions during 1997.

                             Closing        Effective          Contract Issue
               Transaction     Date            Date                Period
               -----------   -------        ---------          --------------

                   1997-1    7/23/97          6/1/97      3/1/96   -   4/30/97
                   1997-2   12/30/97         12/1/97      5/1/95   -  12/31/96
                   1997-3   12/30/97         12/1/97      5/1/96   -  10/31/97

               In  connection  with these  transactions,  the Parent,  through a
               trust, 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  Agreements,  the  rights  sold
                provide  for the  Parent to  receive  80% (100% for  Transaction
                1997-3) of future  mortality and expense  charges and contingent
                deferred  sales charges,  after  reinsurance  where  applicable,
                expected  to be realized  over the  remaining  surrender  charge
                period of the designated  contracts (6 to 8 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 sales 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 of the transactions  (discounted at 7.5%) of future fees as
               of the  respective  Effective  Date was as  follows  (amounts  in
               millions):

                                                  Present
                               Transaction         Value
                               -----------        -------

                                  1996-1           $50.2
                                  1997-1            58.8
                                  1997-2            77.6
                                  1997-3            58.2


<PAGE>


               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.  During  December  1997,  the
               Company  received  $27.7  million  from its Parent to support the
               capital  needs  of its  increased  business  during  1997 and the
               anticipated 1998 growth in business.

               As of December 31, 1997 and 1996, shareholder's equity was $184.4
               million and $126.3  million,  respectively,  which  includes  the
               carrying value of state insurance  licenses in the amount of $4.6
               million and $4.7 million, respectively.

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


                Year 2000 Compliance:  The Company is a relatively young company
                whose internally  developed systems were designed from the start
                with the  correct  four  digit  date  fields.  As a result,  the
                Company  anticipates few technical  problems related to the year
                2000.  However,  we take this matter  seriously  and continue to
                take precautions to ensure year 2000 compliance.

               Steps taken to date include:

                1. Any new, externally  developed software is evaluated for year
                2000  compliance  before  purchase.  We  also  evaluate  all new
                service providers.
                2. An external specialist had been engaged to perform a complete
                assessment  ofthe  Company's  operating  systems and  internally
                developed software.
                3. The Company is working with  external  business  partners and
                software  providers  to  request  and  review  their  year  2000
                compliance status and plans.

               We  anticipate  full  internal   compliance  by  September  1998,
               followed by continuous  evaluation of internal systems,  external
               business partners and software providers until the year 2000.

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

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

         Employees:  As of  December  31,  1997,  we  had  456  direct  salaried
employees.  An affiliate,  American Skandia Information  Services and Technology
Corporation,  which provides  services  almost  exclusively to us, had 79 direct
salaried employees.

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

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

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

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

<TABLE>
<CAPTION>
Executive Officers and Directors:

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

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

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

Nancy F. Brunetti                                             Director (since February, 1996)          Executive Vice President and
36                                                                                                          Chief Operating Officer:
                                                                                                       American Skandia Information
                                                                                                 Services and Technology Corporation

Malcolm M. Campbell                                           Director (since July, 1991)                 Director of Operations and
42                                                                                                     Chief Actuary, Assurance and
                                                                                                        Financial Services Division:
                                                                                                      Skandia Insurance Company Ltd.

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

Lincoln R. Collins                                            Executive Vice President and                 Executive Vice President
37                                                            Chief Operating Officer                   and Chief Operating Officer:
                                                              Director (since February, 1996)                  American Skandia Life
                                                                                                               Assurance Corporation

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

Wade A. Dokken                                                Director (since July, 1991)                       President and Deputy
38                                                                                                          Chief Executive Officer:
                                                                                            American Skandia Marketing, Incorporated


Brian L. Hirst                                                Vice President,                                        Vice President,
50                                                            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,
46                                                            Product Development                               Product Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

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

David R. Monroe                                               Vice President,                                        Vice President,
36                                                            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.

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

Anders O. Soderstrom                                          Executive Vice President and                             President and
38                                                            Chief Information Officer                   Chief Information Officer:
                                                              Director (since September, 1994)          American Skandia Information
                                                                                                 Services and Technology Corporation

Amanda C. Sutyak                                              Executive Vice President                                Vice President
40                                                            Director (since July, 1991)                           American Skandia
                                                                                                             Marketing, Incorporated

C. Ake Svensson                                               Treasurer,                                   Vice President, Corporate
47                                                            Director (since December, 1994)              Controller and Treasurer:
                                                                                                         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 September, 1994)                Senior Vice President,
50                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

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

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


- --------
* Trustees of American  Skandia  Trust,  one of the  underlying  mutual funds in
which the Sub-accounts offered pursuant to this Prospectus invest.
</TABLE>
FINANCIAL  STATEMENTS:  The  consolidated  financial  statements which follow in
Appendix  A are those of  American  Skandia  Life  Assurance  Corporation  as of
December 31, 1997 and 1996,  and for each of the three years in the period ended
December 31, 1997.


<PAGE>

















                                   APPENDIXES


 APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION


               APPENDIX B ILLUSTRATION OF MARKET VALUE ADJUSTMENT


                  APPENDIX C ILLUSTRATION OF INTEREST CREDITING




<PAGE>





                                   APPENDIX A

      FINANCIAL STATEMENTS FOR AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

INDEPENDENT AUDITOR'S REPORT


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


We have audited the  consolidated  statement of financial  condition of American
Skandia  Life  Assurance  Corporation  (the  "Company"  which is a  wholly-owned
subsidiary of Skandia  Insurance  Company Ltd.) as of December 31, 1997, and the
related consolidated  statements of operations,  shareholder's  equity, and cash
flows for the year then ended. 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the 1997 consolidated  financial  statements  referred to above
present fairly,  in all material  respects,  the financial  position of American
Skandia Life Assurance  Corporation at December 31, 1997, and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
generally accepted accounting principles.


/s/Ernst & Young LLP
- --------------------
Hartford, Connecticut


February 20, 1998


<PAGE>







INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying  consolidated  statement 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 the
related consolidated  statements of operations,  shareholder's  equity, and cash
flows for each of the two 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 the results of
their  operations  and their  cash flows for each of the two 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>

<S>                                             <C>              <C>
                                                       AS OF DECEMBER 31,
                                                       1997             1996
                                                ---------------   --------------

ASSETS

Investments:
   Fixed maturities - at amortized cost         $     9,366,671   $   10,090,369
   Fixed maturities - at fair value                 108,323,668       87,369,724
   Investment in mutual funds - at fair value         6,710,851        2,637,731
   Policy loans                                         687,267          159,482
                                                ---------------   --------------
Total investments                                   125,088,457      100,257,306

Cash and cash equivalents                            81,974,204       45,332,131
Accrued investment income                             2,441,671        1,958,546
Fixed assets                                            356,153          229,780
Deferred acquisition costs                          628,051,995      438,640,918
Reinsurance receivable                                3,120,221        2,167,818
Receivable from affiliates                            1,910,895          691,532
Income tax receivable - current                       1,047,493            -
Income tax receivable - deferred                     26,174,369       17,217,582
State insurance licenses                              4,562,500        4,712,500
Other assets                                          2,524,581        2,047,689
Separate account assets                          12,095,163,569    7,734,439,793
                                                ---------------   --------------

                    Total Assets                $12,972,416,108   $8,347,695,595
                                                ===============   ==============

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
Reserve for future contractowner benefits       $    43,204,443   $   36,245,936
Policy reserves                                      24,414,999       21,238,749
Income tax payable                                       -             1,124,151
Drafts outstanding                                   19,277,706       13,032,719
Accounts payable and accrued expenses                71,190,019       65,471,294
Payable to affiliates                                   584,283          685,724
Future fees payable to parent                       233,033,818       47,111,936
Payable to reinsurer                                 78,126,227       79,000,262
Short-term borrowing                                 10,000,000       10,000,000
Surplus notes                                       213,000,000      213,000,000
Separate account liabilities                     12,095,163,569    7,734,439,793
                                                ---------------   --------------

   Total Liabilities                             12,787,995,064    8,221,350,564
                                                ---------------   --------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                  2,000,000        2,000,000
Additional paid-in capital                          151,527,229      122,250,117
Unrealized investment gains and losses, net             954,069         (319,631)
Foreign currency translation, net                      (286,038)        (263,706)
Retained earnings                                    30,225,784        2,678,251
                                                ---------------   --------------

   Total Shareholder's Equity                       184,421,044      126,345,031
                                                ---------------   --------------

   Total Liabilities and Shareholder's Equity   $12,972,416,108   $8,347,695,595
                                                ===============   ==============
</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>


<S>                                                        <C>           <C>            <C>
                                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                               1997          1996          1995
                                                           ------------  ------------   -----------
REVENUES:

Annuity charges and fees                                   $121,157,846   $69,779,522   $38,837,358
Fee income                                                   27,587,231    16,419,690     6,205,719
Net investment income                                         8,181,073     1,585,819     1,600,674
Annuity premium income                                          920,042       125,000         -
Net realized capital gains                                       87,103       134,463        36,774
Other                                                            80,999         5,640         8,750
                                                           ------------   -----------   -----------

     Total Revenues                                         158,014,294    88,050,134    46,689,275
                                                           ------------   -----------   -----------


BENEFITS AND EXPENSES:

Benefits:
  Annuity benefits                                            2,033,275       613,594       555,421
  Increase/(decrease) in annuity policy reserves                 37,270       634,540    (6,778,756)
  Cost of minimum death benefit reinsurance                   4,544,697     2,866,835     2,056,606
  Return credited to contractowners                          (2,018,635)      672,635    10,612,858
                                                           ------------   -----------   -----------

                                                              4,596,607     4,787,604     6,446,129
                                                           ------------   -----------   -----------

Expenses:
  Underwriting, acquisition and other insurance expenses     90,346,952    49,737,147    35,764,392
  Amortization of state insurance licenses                      150,000       150,000       150,000
  Interest expense                                           24,895,456    10,790,716     6,499,414
                                                           ------------   -----------   -----------

                                                            115,392,408    60,677,863    42,413,806
                                                           ------------   -----------   -----------

     Total Benefits and Expenses                            119,989,015    65,465,467    48,859,935
                                                           ------------   -----------   -----------

Income (loss) from operations
     before income taxes                                     38,025,279    22,584,667    (2,170,660)

     Income tax expense (benefit)                            10,477,746    (4,038,357)      397,360
                                                           ------------   -----------   -----------

Net income (loss)                                          $ 27,547,533   $26,623,024   $(2,568,020)
                                                           ============   ===========   ===========

</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>

<S>                                                           <C>          <C>            <C>
                                                                  FOR THE YEAR ENDED DECEMBER 31,
                                                                1997           1996           1995
                                                            ------------   ------------   ------------

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                               122,250,117     81,874,666     71,623,932
  Additional contributions                                    29,277,112     40,375,451     10,250,734
                                                            ------------   ------------   ------------

  Balance at end of year                                     151,527,229    122,250,117     81,874,666
                                                            ------------   ------------   ------------

Unrealized investment gains and losses:
  Balance at beginning of year                                  (319,631)       111,359        (41,655)
  Change in unrealized investment gains and losses, net        1,273,700       (430,990)       153,014
                                                            ------------   ------------   ------------

  Balance at end of year                                         954,069       (319,631)       111,359
                                                            ------------   ------------   ------------

Foreign currency translation:
  Balance at beginning of year                                  (263,706)      (328,252)         -
  Change in foreign currency translation, net                    (22,332)        64,546       (328,252)
                                                            ------------   ------------   ------------

  Balance at end of year                                        (286,038)      (263,706)      (328,252)
                                                            ------------   ------------   ------------

Retained earnings (deficit):
  Balance at beginning of year                                 2,678,251    (23,944,773)   (21,376,753)
  Net income (loss)                                           27,547,533     26,623,024     (2,568,020)
                                                            ------------   ------------   ------------

  Balance at end of year                                      30,225,784      2,678,251    (23,944,773)
                                                            ------------   ------------   ------------


      Total Shareholder's Equity                            $184,421,044   $126,345,031   $ 59,713,000
                                                            ============   ============   ============
</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 CASH FLOWS


<TABLE>
<CAPTION>


<S>                                                                <C>                <C>                <C>
                                                                               FOR THE YEAR ENDED DECEMBER 31,
                                                                          1997               1996              1995
                                                                   ---------------    ---------------    --------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income/(loss)                                                $    27,547,533         26,623,024        (2,568,020)
  Adjustments to reconcile net income/(loss) to net cash
    used in operating activities:
      Increase/(decrease) in policy reserves                             3,176,250          1,852,259        (4,667,765)
      Amortization of bond discount                                         72,986             27,340            23,449
      Amortization of insurance licenses                                   150,000            150,000           150,000
      Change in receivable from/payable to affiliates                   (1,320,804)           540,484          (347,884)
      Change in income tax receivable/payable                           (2,171,644)         1,688,001          (600,849)
      Increase in other assets                                            (603,265)          (661,084)         (372,120)
      Increase in accrued investment income                               (483,125)        (1,764,472)          (20,420)
      Increase in reinsurance receivable                                  (952,403)          (179,776)       (1,988,042)
      Increase in deferred acquisition costs, net                     (189,411,077)      (168,418,535)      (96,212,774)
      Increase in income tax receivable - deferred                      (9,630,603)       (16,903,477)            -
      Increase in accounts payable and accrued expenses                  5,718,725         32,322,727           945,483
      Increase in drafts outstanding                                     6,244,987         13,032,719             -
      Change in foreign currency translation, net                          (34,356)           (77,450)         (328,252)
      Realized gain on sale of investments                                 (87,103)          (134,463)          (36,774)
                                                                   ---------------    ---------------    --------------

  Net cash used in operating activities                               (161,783,899)      (111,902,703)     (106,023,968)
                                                                   ---------------    ---------------    --------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                               (28,905,493)       (96,812,903)          (614,289)
  Proceeds from sale and maturity of fixed maturity investments         10,755,550          8,947,390            100,000
  Purchase of shares in mutual funds                                    (5,595,342)        (2,160,347)        (1,566,194)
  Proceeds from sale of shares in mutual funds                           1,415,576          1,273,640            867,744
  Increase in policy loans                                                (527,785)          (104,427)           (37,807)
  Change in investments of separate account assets                  (3,691,031,470)    (2,789,361,685)    (1,609,415,439)
                                                                   ---------------    ---------------    ---------------

  Net cash used in investing activities                             (3,713,888,964)    (2,878,218,332)    (1,610,665,985)
                                                                   ---------------    ---------------    ---------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                     29,277,112         40,375,451         10,250,734
  Surplus notes                                                             -             110,000,000         34,000,000
  Increase in future fees payable to parent                            185,921,882         47,111,936             -
  Increase/(decrease) in payable to reinsurer                             (874,035)        14,004,792         24,890,064
  Proceeds from annuity sales                                        3,697,989,977      2,795,114,603      1,628,486,076
                                                                   ---------------    ---------------    ---------------

  Net cash provided by financing activities                          3,912,314,936      3,006,606,782      1,697,626,874
                                                                   ---------------    ---------------    ---------------

Net increase/(decrease) in cash and cash equivalents                    36,642,073         16,485,747        (19,063,079)
                                                                   ---------------    ---------------    ---------------

Cash and cash equivalents at beginning of year                          45,332,131         28,846,384         47,909,463
                                                                   ---------------    ---------------    ---------------

Cash and cash equivalents at end of year                           $    81,974,204         45,332,131         28,846,384
                                                                   ===============    ===============    ===============

SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Income taxes paid                                                $    22,307,992         11,177,120            995,496
                                                                   ===============    ===============    ===============

  Interest paid                                                    $    16,915,835          7,094,767            540,319
                                                                   ===============    ===============    ===============
</TABLE>

                 See notes to consolidated financial statements.
<PAGE>






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

                   Notes to Consolidated Financial Statements
                                December 31, 1997


1.       ORGANIZATION AND OPERATION

         American  Skandia  Life  Assurance  Corporation  (the  "Company")  is a
         wholly-owned   subsidiary  of  American  Skandia   Investment   Holding
         Corporation (the "Parent");  whose ultimate parent is 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 has 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 $1,509,146 as of December 31, 1997.


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.

             Certain  reclassifications  have been made to prior year amounts to
             conform with the current year presentation.

         B.  New Accounting Pronouncements

             In June 1997,  the  Financial  Accounting  Standards  Board  issued
             Statement  of  Financial   Accounting   Standards   ("SFAS")   130,
             "Reporting  Comprehensive  Income",  which is effective  for fiscal
             years  beginning  after December 15, 1997.  SFAS 130 sets standards
             for the  reporting  and  display  of  comprehensive  income and its
             components in financial  statements.  Application  of the new rules
             will not impact the Company's financial position or net income. The
             Company expects to adopt this pronouncement in the first quarter of
             1998, which will include the  presentation of comprehensive  income
             for prior periods presented for comparative  purposes,  as required
             by SFAS 130. The primary element of comprehensive income applicable
             to the  Company  is  changes  in  unrealized  gains  and  losses on
             securities classified as available for sale.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         C.  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  fair  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 fair value and
             changes in unrealized  gains and losses are reported as a component
             of shareholder's equity.

             Policy loans are carried at their unpaid principal balances.

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

         D.  Cash Equivalents

             The Company  considers all highly liquid time deposits,  commercial
             paper and money market  mutual funds  purchased  with a maturity of
             three months or less to be cash equivalents.

         E.  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.

         F.  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 $95,823 and $32,641 at December  31, 1997
             and 1996,  respectively.  Depreciation  expense for the years ended
             December 31, 1997 and 1996 was $63,182 and $28,892, respectively.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         G.  Recognition of Revenue and Contract Benefits

             Annuity contracts without significant mortality risk, as defined by
             SFAS 97,  "Accounting  and Reporting by Insurance  Enterprises  for
             Certain  Long-Duration  Contracts",  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 for 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,
             administration  fees,  surrender charges 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
             changes 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, 1997 and 1996.

             Annuity    sales   were    $3,697,990,000,    $2,795,114,000    and
             $1,628,486,000  for the years ended  December  31,  1997,  1996 and
             1995,  respectively.  Annuity contract assets under management were
             $12,119,191,000,  $7,764,891,000 and $4,704,044,000 at December 31,
             1997, 1996 and 1995, respectively.

         H.  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.  These  costs  include  commissions,   cost  of  contract
             issuance,  and certain selling  expenses that vary with production.
             These costs are being amortized generally in proportion to expected
             gross profits from surrender  charges,  policy and asset based fees
             and mortality and expense  margins.  This  amortization is adjusted
             retrospectively  and  prospectively  when  estimates of current and
             future  gross  profits to be realized  from a group of products are
             revised.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


             Details of the deferred  acquisition costs and related amortization
             for the years ended December 31, are as follows:
<TABLE>
<CAPTION>

<S>                                                 <C>              <C>             <C>
                                                         1997            1996             1995
                                                         ----            ----             ----

              Balance at beginning of year          $438,640,918     $270,222,383     $174,009,609

              Acquisition costs deferred
                during the year                      262,257,543      190,995,588      106,063,698

              Acquisition costs amortized
                during the year                       72,846,466       22,577,053        9,850,924
                                                    ------------     ------------     ------------

              Balance at end of year                $628,051,995     $438,640,918     $270,222,383
                                                    ============     ============     ============
</TABLE>


         I.   Separate Accounts

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

              Included in Separate  Account  liabilities  are  $773,066,633  and
              $644,233,883 at December 31, 1997 and 1996, respectively, relating
              to annuity contracts for which the  contractholder is guaranteed a
              fixed rate of return.  Separate Account assets of $773,066,633 and
              $644,233,883   at  December  31,  1997  and  1996,   respectively,
              consisting of long term bonds,  short term  securities,  transfers
              due from  general  account  and cash are held in  support of these
              annuity contracts, pursuant to state regulation.

         J.   Fair Values of Financial Instruments

              The methods and  assumptions  used to determine  the fair value of
              financial instruments are as follows:

              Fair values of fixed  maturities  with active markets are based on
              quoted  market  prices.  For fixed  maturities  that trade in less
              active  markets,  fair  values are  obtained  from an  independent
              pricing service.

              Fair  values of  investments  in mutual  funds are based on quoted
              market prices.

              The carrying value of cash and cash equivalents  approximates fair
              value due to the short-term nature of these investments.

              Fair values of certain financial instruments,  such as future fees
              payable  to  the  parent  and   surplus   notes  are  not  readily
              determinable   and  are  excluded   from  fair  value   disclosure
              requirements.



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         K.  Income Taxes

             The  Company is  included in the  consolidated  federal  income tax
             return of Skandia U.S. Holding Corporation and its subsidiaries. In
             accordance  with the tax sharing  agreement,  the federal and state
             income tax  provision is computed on a separate  return  basis,  as
             adjusted  for  consolidated  items,  such  as  net  operating  loss
             carryforwards.

             Income  taxes  are  provided  in  accordance  with  the  SFAS  109,
             "Accounting  for  Income  Taxes",  which  requires  the  asset  and
             liability  method of accounting for deferred  taxes.  The object of
             this method is to recognize an asset and liability for the expected
             future  tax  effects  due  to  temporary  differences  between  the
             financial  reporting  and the tax basis of assets and  liabilities,
             based on enacted tax rates and other provisions of the tax law.


         L.  Translation of Foreign Currency

             The  financial  position and results of operations of the Company's
             Mexican  subsidiary  are  measured  using  local  currency  as  the
             functional  currency.  Assets and liabilities of the subsidiary 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.

         M.  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.

         N.  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 also 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 fair
         value of available-for-sale  and held-to-maturity  fixed maturities and
         investments  in mutual funds as of December 31, 1997 and 1996 are shown
         below. All securities held at December 31, 1997 are publicly traded.

         Investments  in fixed  maturities as of December 31, 1997  consisted of
         the following:

                                                            Held-to-Maturity
                                                            ----------------
<TABLE>
<CAPTION>

<S>                                        <C>                <C>                <C>                    <C>
                                                                 Gross               Gross
                                           Amortized          Unrealized          Unrealized             Fair
                                             Cost                Gains              Losses               Value
                                           ---------          ----------          ----------             -----
         U.S. Government
         Obligations                      $3,789,498             $71,197            $  8,517          $3,852,178

         Obligations of State and
         Political Subdivisions               50,000                   -              -                   50,000

         Corporate Securities              5,527,173               1,949              19,487           5,509,635
                                         -----------             -------            --------         -----------

         Totals                           $9,366,671             $73,146             $28,004          $9,411,813
                                          ==========             =======             =======          ==========

                                                       Available-for-Sale
                                                       ------------------

                                                                Gross               Gross
                                         Amortized           Unrealized          Unrealized              Fair
                                           Cost                 Gains              Losses                Value
                                         ---------           ----------          ----------              -----
         U.S. Government
         Obligations                   $  14,999,291         $   201,664              -              $15,200,955

         Obligations of
         State and Political
         Subdivisions                        202,224                 318              -                  202,542

         Corporate
         Securities                       91,469,384           1,505,656            54,869            92,920,171
                                      --------------         -----------          --------          ------------

         Totals                         $106,670,899          $1,707,638           $54,869          $108,323,668
                                        ============          ==========           =======          ============
</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 fair value of fixed  maturities,  by contractual
         maturity, at December 31, 1997 are shown below.

<TABLE>
<CAPTION>

<S>                                                <C>            <C>              <C>                <C>
                                                        Held-to-Maturity                  Available-for-Sale
                                                        ----------------                  ------------------

                                                    Amortized          Fair             Amortized          Fair
                                                      Cost             Value              Cost             Value
                                                    ---------          -----            ---------          -----

         Due in one year or less                    $1,049,977      $1,050,001      $   2,990,584       $  2,992,050

         Due after one through five years            8,062,630       8,105,822         26,857,218         27,121,041

         Due after five through ten years              254,064         255,990         76,823,097         78,210,577
                                                    ----------      ----------       ------------       ------------

                          Total                     $9,366,671      $9,411,813       $106,670,899       $108,323,668
                                                    ==========      ==========       ============       ============
</TABLE>

         Investments  in fixed  maturities as of December 31, 1996  consisted of
         the following:
<TABLE>
<CAPTION>
<S>                                  <C>                   <C>                   <C>                 <C>

                                                                   Held-to-Maturity
                                                                   ----------------

                                                               Gross                Gross
                                       Amortized            Unrealized           Unrealized               Fair
                                         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               -                    250,348

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

         Totals                        $10,090,369              $88,497            $85,597             $10,093,269
                                       ===========              =======            =======             ===========

</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)

<TABLE>
<CAPTION>

                                                     Available for Sale
                                                     ------------------

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

                                                               Gross              Gross
                                       Amortized            Unrealized         Unrealized             Fair
                                         Cost                  Gains             Losses               Value
                                       ---------            ----------         ----------             -----

         U.S. Government
         Obligations                   $14,508,780               -             $  79,745           $14,429,035

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

         Other Government
         Obligations                     5,047,790               -                 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>

         Proceeds from sales of fixed maturities during 1997, 1996 and 1995 were
         $5,055,550,  $8,732,390 and $0, respectively.  Proceeds from maturities
         during 1997,  1996 and 1995 were  $5,700,000,  $215,000  and  $100,000,
         respectively.

         The cost, gross unrealized gains (losses) and fair value of investments
         in mutual funds at December 31, 1997 and 1996 are shown below:
<TABLE>
<CAPTION>

<S>                                 <C>                 <C>                  <C>                 <C>
                                                            Gross                Gross
                                                         Unrealized           Unrealized           Fair
                                       Cost                 Gains               Losses             Value
                                       ----              ----------           ----------           -----

         1997                        $6,895,821             $43,506            $228,476           $6,710,851
                                     ==========             =======            ========           ==========

         1996                        $2,638,695             $59,278           $  60,242           $2,637,731
                                     ==========             =======           =========           ==========
</TABLE>


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         Net realized  investment  gains  (losses) were as follows for the years
         ended December 31:
<TABLE>
<CAPTION>

<S>                                            <C>              <C>               <C>
                                               1997             1996              1995
                                               ----             ----              ----
         Fixed Maturities:
           Gross gains                    $    9,800         $    -             $   -
           Gross losses                          -                -                 -
         Investment in Mutual Funds:
           Gross gains                       115,824            139,814           65,236
           Gross losses                      (38,521)            (5,351)         (28,462)
                                          ----------        -----------         --------

         Totals                            $  87,103           $134,463          $36,774
                                           =========           ========          =======
</TABLE>


4.       NET INVESTMENT INCOME

         The sources of net  investment  income for the years ended December 31,
         1997, 1996 and 1995 were as follows:

<TABLE>
<CAPTION>
<S>                                                            <C>                   <C>                  <C>
                                                               1997                  1996                 1995
                                                               ----                  ----                 ----

         Fixed maturities                                   $6,616,560            $   836,591        $   629,743
         Cash and cash equivalents                           1,153,790                684,653            986,932
         Investment in mutual funds                            553,864                143,737             59,895
         Policy loans                                           28,243                  5,274              4,025
                                                            ----------             ----------         ----------

         Total investment income                             8,352,457              1,670,255          1,680,595

         Investment expenses                                   171,384                 84,436             79,921
                                                            ----------             ----------         ----------

         Net investment income                              $8,181,073             $1,585,819         $1,600,674
                                                            ==========             ==========         ==========
</TABLE>


5.       INCOME TAXES

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

<S>                                                      <C>                    <C>                   <C>
                                                            1997                    1996                 1995
                                                            ----                    ----                 ----

         Current tax expense                              $20,108,348           $12,865,120            $397,360

         Deferred tax benefit                              (9,630,602)          (16,903,477)                  -
                                                          -----------            ----------            --------

         Total income tax expense (benefit)               $10,477,746           $(4,038,357)           $397,360
                                                          ===========           ============           ========

</TABLE>

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         The tax effects of significant items comprising the Company's  deferred
         tax balance as of December 31, 1997 and 1996, are as follows:
<TABLE>
<CAPTION>

<S>                                                                     <C>                        <C>
                                                                        1997                       1996
                                                                        ----                       ----
         Deferred Tax (Liabilities):
             Deferred acquisition costs                            ($159,765,795)              ($103,072,477)
             Payable to reinsurer                                    (25,369,078)                (23,025,326)
             Policy fees                                                (656,311)                   (491,640)
             Unrealized investment gains and losses                     (513,731)                    172,109
                                                                   -------------               --------------

             Total                                                  (186,304,915)               (126,417,334)
                                                                    ------------                ------------

         Deferred Tax Assets:
             Net separate account liabilities                        175,872,109                 121,092,798
             Reserve for future contractowner benefits                15,121,555                  12,686,078
             Other reserve differences                                10,534,160                   4,527,886
             Deferred compensation                                     7,186,789                   4,392,526
             Surplus notes interest                                    2,728,676                     548,730
             Foreign exchange translation                                154,020                     141,996
             Other                                                       881,975                     244,902
                                                                   -------------               -------------

             Total                                                   212,479,284                 143,634,916
                                                                    ------------                ------------

             Net deferred tax balance                               $ 26,174,369                $ 17,217,582
                                                                    ============                ============
</TABLE>

         Management  believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will  produce  sufficient  taxable  income in the future to realize its
         deferred  tax asset.  As such,  the Company  released  the deferred tax
         valuation allowance of $9,324,853 in 1996.

         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>
<CAPTION>

<S>                                                               <C>                 <C>                 <C>
                                                                  1997                1996                1995
                                                                  ----                ----                ----

         Income (loss) before taxes                           $38,025,279         $22,584,667         ($2,170,660)
             Income tax rate                                           35%                 35%                 35%
                                                              -----------         -----------         -----------

         Tax expense at federal
             statutory income tax rate                         13,308,848           7,904,633            (759,731)

         Tax effect of:
             Change in valuation allowance                         -               (9,324,853)          1,680,339
             Dividend received deduction                       (4,585,000)         (2,266,051)           (477,139)
             Other                                                866,973            (707,685)            (48,821)

         State income taxes                                       886,925             355,599               2,712
                                                              -----------         -----------         -----------

         Income tax expense (benefit)                         $10,477,746        ($ 4,038,357)        $   397,360
                                                              ===========         ===========         ===========

</TABLE>

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


6.       RECEIVABLE FROM/PAYABLE TO AFFILIATES

         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.  The total cost to the Company for these items was
         $5,572,404,  $11,581,114  and  $12,687,337 for the years ended December
         31, 1997, 1996 and 1995, respectively.  Income received for these items
         was  $3,224,645,  $1,148,364  and $396,573 for the years ended December
         31,  1997,  1996  and  1995,  respectively.   Amounts  receivable  from
         affiliates  under these  arrangements  were $548,887 and $548,792 as of
         December 31, 1997 and 1996, respectively. Amounts payable to affiliates
         under these  arrangements were $263,742 and $619,089 as of December 31,
         1997 and 1996, respectively.

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 from January 1,
         1994  through June 30, 1996  (Transaction  1996-1).  In  addition,  the
         Company entered into the following similar transactions during 1997:


                            Closing          Effective         Contract Issue
         Transaction         Date              Date                Period
         -----------        -------          ---------         --------------

           1997-1           7/23/97          6/1/97         3/1/96   -  4/30/97
           1997-2          12/30/97         12/1/97         5/1/95   - 12/31/96
           1997-3          12/30/97         12/1/97         5/1/96   - 10/31/97


         In connection  with these  transactions,  the Parent,  through a trust,
         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 Agreements, the rights sold provide for
         the  Parent to  receive  80% (100% for  Transaction  1997-3)  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  (6.0 to 8.0  years).  The
         Company did not sell the right to receive future fees and charges after
         the expiration of the surrender charge period.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         The proceeds  from the sales 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 of
         the  transactions  (discounted at 7.5%) as of the respective  Effective
         Date was as follows:
                                                                    Present
                          Transaction                                Value
                          -----------                               -------

                             1996-1                          $    50,221,438
                             1997-1                               58,766,633
                             1997-2                               77,551,736
                             1997-3                               58,193,264

         Payments  representing  fees and  charges  realized  during  the period
         January 1, 1997 through  December 31, 1997 in the  aggregate  amount of
         $22,250,158,  were made by the Company to the Parent.  Interest expense
         of $6,842,469 has been included in the statement of operations.

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

                              Year Ending
                              December 31,                           Amount
                              ------------                           ------

                                 1998                           $   39,637,610
                                 1999                               41,845,736
                                 2000                               43,500,530
                                 2001                               40,738,800
                                 2002                               34,533,624
                                 2003                               22,835,020
                                 2004                                9,490,399
                                 2005                                  452,099
                                                                --------------
                                 Total                          $  233,033,818
                                                                ==============

         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 1997, 1996 and 1995 was $2,427,502,
         $1,583,391 and $1,218,806,  respectively. Future minimum lease payments
         per year and in aggregate as of December 31, 1997 are as follows:

                              1998                                $  2,371,509
                              1999                                   2,595,272
                              2000                                   2,753,324
                              2001                                   2,753,324
                              2002                                   2,753,324
                              2003 and thereafter                   21,465,933
                                                                  ------------

                              Total                                $34,692,686


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
         $3,756,572   and   $3,766,564  as  of  December  31,  1997,  and  1996,
         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 $294,585,500, $275,835,076 and
         $132,493,899 at December 31, 1997, 1996 and 1995, respectively.

         The statutory basis net loss was $8,970,459,  $5,405,179 and $7,183,003
         for the years ended December 31, 1997, 1996 and 1995, respectively.

         Under state insurance laws, the maximum amount of dividends that can be
         paid to  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, 1997, 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. Under this plan, the Company contributes 3%
         of  salary  for  all  participating   employees  and  matches  employee
         contributions   at  a  50%  level  up  to  an   additional  3%  Company
         contribution.  Company  contributions  to this  plan on  behalf  of the
         participants were $1,220,214, $850,111 and $627,161 for the years ended
         December 31, 1997, 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)


         The Company and an affiliate  cooperatively have a long-term  incentive
         plan under  which  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 $15,720,067 and $9,212,369 as
         of December 31, 1997 and 1996,  respectively.  Payments under this plan
         were $1,118,803, $601,603 and $0 for the years ended December 31, 1997,
         1996, and 1995, respectively.

         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
         $269,616 in 1997, $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, 1997, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>

         1997
<S>     <C>               <C>                     <C>                      <C>
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners
                           ----------------        -----------------        -----------------

         Gross               $144,417,045              $955,677               ($1,971,959)
         Ceded                 23,259,199               918,407                    46,676
                             ------------             ---------                ----------
         Net                 $121,157,846             $  37,270               ($2,018,635)
                             ============             =========                ==========


         1996
                                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
                              ===========              ========                  ========

         1995
                                Annuity            Change in Annuity         Return Credited
                           Charges and Fees         Policy Reserves         to Contractowners
                           ----------------        -----------------        -----------------

         Gross                $50,334,280            ($4,790,714)              $10,945,831
         Ceded                 11,496,922              1,988,042                   332,973
                              -----------             ----------               -----------
         Net                  $38,837,358            ($6,778,756)              $10,612,858
                              ===========             ==========               ===========
</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, 1997,  1996 and 1995 were
         as follows:
<TABLE>
<CAPTION>

                                                          Interest for the
                                                      Years Ended December 31,
                                                      ------------------------
<S>     <C>                            <C>                 <C>          <C>               <C>               <C>
                                                           Interest
              Issue Date                 Amount              Rate           1997               1996            1995
              ----------                 ------              ----           ----               ----            ----

         December 29, 1993             $  20,000,000         6.84%      $  1,387,000       $  1,390,800      $1,387,000
         February 18, 1994                10,000,000         7.28%           738,111            740,133         738,111
         March 28, 1994                   10,000,000         7.90%           800,972            803,167         800,972
         September 30, 1994               15,000,000         9.13%         1,388,521          1,392,325       1,388,521
         December 28, 1994                14,000,000         9.78%         1,388,217          1,392,020       1,392,008
         December 19, 1995                10,000,000         7.52%           762,444            764,533          27,156
         December 20, 1995                15,000,000         7.49%         1,139,104          1,142,225          37,450
         December 22, 1995                 9,000,000         7.47%           681,638            683,505          18,675
         June 28, 1996                    40,000,000         8.41%         3,410,722          1,747,411            -
         December 30, 1996                70,000,000         8.03%         5,699,069             31,228            -
                                        ------------                     -----------       ------------      ----------

         Total                          $213,000,000                     $17,395,798        $10,087,347      $5,789,893
                                        ============                     ===========        ===========      ==========
</TABLE>


         All surplus notes mature 7 years from the issue date.

         Payment of  interest  and  repayment  of  principal  for these notes is
         subject to certain  conditions  and require  approval by the  Insurance
         Commissioner  of the State of  Connecticut.  At  December  31, 1997 and
         1996, $7,796,218 and $1,567,800,  respectively,  of accrued interest on
         surplus notes was not approved for payment under these criteria.


14.      SHORT-TERM BORROWING

         The Company has a  $10,000,000  loan from the parent  which  matures on
         March 10, 1998 and bears interest at 6.39%.  The total interest expense
         to the Company was  $641,532,  $642,886  and $709,521 and for the years
         ended December 31, 1997, 1996 and 1995, respectively, of which $200,575
         and   $206,361   was  payable  as  of  December   31,  1997  and  1996,
         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>               <C>
                       1997                       March 31           June 30          September 30       December 31
                       ----                       --------           -------          ------------       -----------

         Premiums and other insurance
            revenues                              $30,185,820        $34,055,549       $41,102,381        $44,402,368
         Net investment income                      1,368,683          2,626,776         2,031,187          2,154,427
         Net realized capital gains                    20,604             43,460            20,553              2,486
                                                  -----------        -----------       -----------        -----------
         Total revenues                           $31,575,107        $36,725,785       $43,154,121        $46,559,281
                                                  ===========        ===========       ===========        ===========

         Benefits and expenses                    $18,319,281        $30,465,338       $31,179,403        $40,024,993
                                                  ===========        ===========       ===========        ===========

         Net income                              $  8,995,975       $  3,646,787      $  8,621,412       $  6,283,359
                                                 ============       ============      ============       ============

                                                           Three Months Ended
                                                           ------------------
                       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
                                                 ============       ============      ============        ===========

                                                           Three Months Ended
                                                           ------------------
                       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>

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



<PAGE>





              APPENDIX B - ILLUSTRATION OF MARKET VALUE ADJUSTMENT

         The formula used to determine  the market value  adjustment  ("MVA") is
applied as of the date we  receive a request  In  Writing  for a full or partial
surrender.  When choosing an alternate  Guarantee Period, the formula is applied
as of the first  business day after the date we receive all the  information  we
need to process your request.  Values and time durations used in the formula are
as of such date.  Current  Rates and available  Guarantee  Periods are those for
your type of Contract. The formula is:

                  [ (1+I) / (1+J+ the adjustment amount) ] N/12

                                     where:

         I is the Guarantee  Rate  applicable  to the Guarantee  Period for your
Contract;

         J is the Current Rate for the  Guarantee  Period equal to the number of
         years  (rounded to the next higher number when  occurring on other than
         an  anniversary  of the  beginning  of the  current  Guarantee  Period)
         remaining in your current Guarantee Period ("Remaining Period");

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

         Nonetheless,  a full or  partial  surrender  at the end of a  Guarantee
Period is not affected by the MVA.

         If we are no longer offering a Guarantee  Period equal to the Remaining
Period but are offering  Guarantee Periods that are both shorter and longer than
the Remaining Period, we will interpolate a rate for J between our Current Rates
for the next shortest and next longest Guarantee Periods then being offered.  If
we are no longer offering a Guarantee  Period equal to the Remaining  Period and
also are no longer offering  Guarantee  Periods that are both longer and shorter
than the Remaining Period, we will determine rates for both I and J based on the
Moody's  Corporate  Bond  Yield  Average  -  Monthly  Average   Corporates  (the
"Average"),  as published by Moody's Investor Services,  Inc., its successor, or
an equivalent service should such Average no longer be published by Moody's. For
determining  I, we will use the  Average  for the  applicable  Guarantee  Period
published on or immediately prior to the start of your current Guarantee Period.
For determining J, we will use the Average for the Remaining Period published on
or immediately prior to the date the MVA is calculated.

         In the special case where I = J, the MVA is set equal to 1.
<TABLE>
<CAPTION>

         The following  examples show the effect of the MVA on a surrender.  The
examples assume surrender charges do not apply and:

<S>                                                                    <C>    
Interim Value at Beginning of Guarantee Period:                        $50,000

Guarantee Period:                                                      5 years

Guarantee Rate:                                                        5% effective annual rate

Date of Calculation:                                                   End of the third year since
                                                                       the beginning of the
                                                                       Guarantee Period
                                                                       (two exact years remaining
                                                                       to the end of the Guarantee
                                                                       Period)

Adjustment Amount:                                                     0.25% of interest
</TABLE>


<PAGE>



                          Example of Upward Adjustment

Assume J = 3.5% (Current Rate for Contracts electing a two year Guarantee 
Period)

At this  point I = 5%  (0.05)  and N = 24  (number  of months  remaining  in the
Guarantee Period)

Interim Value prior to application of MVA:  $57,881.25

MVA = [(1+I)/(1+J+0.0025)] N/12 = [1.05/1.0375] 2 = 1.024242

Net Surrender Value = Interim Value X MVA = $59,284.38.


                         Example of Downward Adjustment

Assume J = 6% (Current Rate for Contracts electing a two year Guarantee Period)

At this  point I = 5%  (0.05)  and N = 24  (number  of months  remaining  in the
Guarantee Period)

Interim Value prior to application of MVA:  $57,881.25.

MVA = [(1+I)/(1+J+0.0025)] N/12 = [1.05/1.0625] 2 = .97661

Net Surrender Value = Interim Value X MVA = $56,527.35.

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


<PAGE>



                 APPENDIX C - ILLUSTRATION OF INTEREST CREDITING

THIS EXAMPLE ASSUMES NO PARTIAL SURRENDERS DURING THE GUARANTEE PERIOD.  WHETHER
A SURRENDER  CHARGE  APPLIES TO ANY INTERIM  PARTIAL  SURRENDERS OR TO A FULL OR
PARTIAL SURRENDER AT THE END OF THE GUARANTEE PERIOD DEPENDS ON THE STRUCTURE OF
SURRENDER  CHARGES AS SHOWN IN YOUR CONTRACT,  AND WHETHER THAT GUARANTEE PERIOD
EXTENDS BEYOND THE DATE SURRENDER  CHARGES  APPLY.  THE MARKET VALUE  ADJUSTMENT
WOULD APPLY TO ANY INTERIM PARTIAL SURRENDER  EXCEPT,  WHERE REQUIRED BY LAW, AN
INTERIM  PARTIAL  SURRENDER  OCCURRING NOT MORE THAN 30 DAYS BEFORE THE END OF A
GUARANTEE PERIOD.

THE HYPOTHETICAL  INTEREST RATE USED IS ILLUSTRATIVE ONLY AND IS NOT INTENDED TO
PREDICT FUTURE  INTEREST RATES TO BE DECLARED FOR ANY CONTRACT.  ACTUAL INTEREST
RATES DECLARED FOR ANY GIVEN CONTRACT AT ANY GIVEN TIME MAY BE MORE OR LESS THAN
THOSE SHOWN.

In this example the  Guarantee  Period  begins on the Contract  Date.  Should an
alternate  Guarantee  Period be chosen,  Guarantee  Periods may begin and end on
other than anniversaries of the Contract Date.

Interim Value  at beginning of Guarantee Period:       $50,000

Guarantee Period:                                      5 Years

Guaranteed Rate:                                       5% Effective Annual Rate
<TABLE>
<CAPTION>


                                                 Interest Credited                               Cumulative
                                                      During                                      Interest
              Year                                 Contract Year                                  Credited
              ----                                 -------------                                  --------
<S>             <C>                                 <C>                                           <C>      
                1                                   $2,500.00                                     $2,500.00
                2                                    2,625.00                                      5,125.00
                3                                    2,756.25                                      7,881.25
                4                                    2,894.06                                     10,775.31
                5                                    3,038.77                                     13,814.08

</TABLE>

<PAGE>




                             ADDITIONAL INFORMATION

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

                   American Skandia Life Assurance Corporation

                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

                           [email protected]

Issued by:                                                          Serviced by:

AMERICAN SKANDIA LIFE                                      AMERICAN SKANDIA LIFE
ASSURANCE CORP.                                                  ASSURANCE CORP.
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





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