AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
POS AM, 1999-01-06
INSURANCE CARRIERS, NEC
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        Filed with the Securities and Exchange Commission on January 6, 1999
    

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

   
                         Post-Effective Amendment No. 2
                                   On Form S-2
    

            Registration Statement Under The Securities Act of 1933*

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

                                   CONNECTICUT
         (State or other jurisdiction of incorporation or organization)

                                       63
            (Primary Standard Industrial Classification Code Number)

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

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

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

                                    Copy To:

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

                                Approximate  date of  commencement  of  proposed
                  sale to the  public:  May 1,  1999  or as soon as  practicable
                  after the effective date of this Registration Statement

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

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

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

*The proposed  aggregate  offering price is estimated solely for determining the
registration  fee. The amount to be registered and the proposed maximum offering
price per unit are not  applicable  since  these  securities  are not  issued in
predetermined amounts or units.

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






                                     AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                 One Corporate Drive, Shelton, Connecticut 06484


This Prospectus  describes a flexible  premium  deferred annuity (the "Annuity")
offered by American Skandia Life Assurance  Corporation  ("we",  "our" or "us").
The Annuity may be offered as an individual  annuity  contract or as an interest
in a group  annuity.  This  Prospectus  describes the important  features of the
Annuity and what you should consider before purchasing the Annuity. We have also
filed a Statement of Additional  Information  that is available from us, without
charge, upon your request.  The Annuity or certain of its investment options may
not be available in all states.  Various  rights and benefits may differ between
states to meet applicable laws and/or regulations. Certain terms are capitalized
in this  prospectus.  Those terms are either defined in the Glossary of Terms or
in the context of the particular section.


WHY WOULD I CHOOSE TO PURCHASE THIS ANNUITY?
This Annuity is frequently  used for retirement  planning.  It may be used as an
investment  vehicle for an IRA, SEP-IRA,  Tax Sheltered  Annuity (403(b)),  Roth
IRA.  It  may  also  be  used  for  other  purposes  that  are  not  "qualified"
investments. The Annuity allows you to invest your money in a number of variable
investment options as well as in one or more fixed investment  options.  You are
not taxed on any investment  gains the Annuity earns until you make a withdrawal
from the Annuity or begin to receive annuity payments. This feature, referred to
as "tax-deferral", can be beneficial to the growth of your Account Value because
money that would otherwise be needed to pay taxes on investment  gains each year
remains invested and can earn additional money. However,  because the Annuity is
designed for long-term  retirement  savings, a 10% penalty tax may be applied on
withdrawals you make before you reach age 59 1/2.

WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITY?
o    The  Annuity  is a  "flexible  premium  deferred  annuity."  It  is  called
     "flexible premium" because you have considerable  flexibility in the timing
     and amount of premium  payments.  Generally,  investors  "defer"  receiving
     annuity payments until after an accumulation period.

o    This Annuity  offers both  variable and fixed  investment  options.  If you
     allocate your Account Value to variable  investment  options,  the value of
     your Annuity will vary daily to reflect the  investment  performance of the
     underlying  investment  options.  Fixed  investment  options  of  different
     durations  are  offered  that are  guaranteed  by us, but may have a Market
     Value Adjustment.
o    The Annuity features two distinct phases - the accumulation  period and the
     payout  period.  During  the  accumulation  period  your  Account  Value is
     allocated  to one or more  underlying  investment  options.  Each  variable
     investment   option  invests  in  an  underlying   mutual  fund  portfolio.
     Currently,  portfolios of the following  underlying  mutual funds are being
     offered:  American  Skandia  Trust,  The Alger  American  Fund,  Montgomery
     Variable Series and Life & Annuity Trust.

o    During the payout period, commonly called "annuitization," you can elect to
     receive fixed annuity payments (1) for life; (2) for life with a guaranteed
     minimum  number  of  payments;  (3)  based  on  joint  lives;  or (4) for a
     guaranteed number of payments.
o    This Annuity  offers a death  benefit  that may provide your  beneficiaries
     with  protection  against  downturns in the value of your investment if you
     die.

o    You are allowed to withdraw a certain  amount of money from your Annuity on
     an annual basis free of any charges.  Other product  features  allow you to
     access your Account Value as necessary, although a charge may apply.

o    Transfers  between  investment  options are  tax-free.  You may make twelve
     transfers  each year free of charge.  We also offer  several  programs that
     enable  you to  manage  your  Account  Value as your  financial  needs  and
     investment performance change.

HOW DO I PURCHASE THIS ANNUITY?

We sell the Annuity through licensed,  registered financial  professionals.  You
must complete an application  and submit a minimum initial  purchase  payment of
$1,000.  We may allow you to make a lower initial purchase payment provided that
the purchase  payments received in the first Annuity Year total at least $1,000.
If the Annuity is owned by an  individual  or  individuals,  the oldest of those
persons  must be age 75 or under.  If the  Annuity  is owned by an  entity,  the
annuitant must be age 75 or under.


- --------------------------------------------------------------------------------
These  annuities are NOT deposits or  obligations  of, or issued,  guaranteed or
endorsed by, any bank, are NOT insured or guaranteed by
the U.S.  government,  the Federal Deposit  Insurance  Corporation  (FDIC),  the
Federal  Reserve  Board or any  other  agency.  An  investment  in this  annuity
involves certain investment risks, including possible loss of principal.
- --------------------------------------------------------------------------------

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 THE CURRENT PROSPECTUS FOR THE UNDERLYING MUTUAL FUNDS.
KEEP THEM FOR FUTURE REFERENCE.
                  FOR FURTHER INFORMATION CALL 1-800-752-6342.
Prospectus Dated: May 1, 1999  
ASPro-PROS-(05/99)        Statement of Additional Information Dated: May 1, 1999



<PAGE>

<TABLE>
<CAPTION>

TABLE OF CONTENTS


<S> <C>                                                                                                                          <C>
SUMMARY OF CONTRACT FEES AND CHARGES...............................................................................................4


INVESTMENT OPTIONS.................................................................................................................4

   WHAT ARE THE INVESTMENT OBJECTIVES, POLICIES AND EXPENSES OF THE PORTFOLIOS?....................................................4
   WHAT ARE THE FIXED INVESTMENT OPTIONS?..........................................................................................8

FEES AND CHARGES...................................................................................................................8

   WHAT ARE THE CONTRACT FEES AND CHARGES?.........................................................................................8
   WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?...................................................................9
   WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?....................................................................................9
   WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?...............................................................................9

PURCHASING YOUR ANNUITY............................................................................................................9

   WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?...........................................................................9

MANAGING YOUR ANNUITY.............................................................................................................10

   MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?................................................................10
   MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?..................................................................................10
   MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?.......................................................................................10
   MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?...................................................................10
   MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...............................................................10

MANAGING YOUR ACCOUNT VALUE.......................................................................................................10

   HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?...................................................................................11
   ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.....................................................11
   DO YOU OFFER DOLLAR COST AVERAGING?............................................................................................11
   DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?...............................................................................11
   DO YOU OFFER A PROGRAM TO BALANCE FIXED AND VARIABLE INVESTMENTS?..............................................................12
   MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?..............................................................12
   HOW DO THE FIXED INVESTMENT OPTIONS WORK?......................................................................................12
   HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?..............................................................................13
   HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.....................................................................................13
   WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?.................................................................................14

ACCESS TO ACCOUNT VALUE...........................................................................................................14

   WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...............................................................................14
   ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?..................................................................................14
   CAN I WITHDRAW A PORTION OF MY ANNUITY?........................................................................................14
   IS THERE A CHARGE FOR A PARTIAL WITHDRAWAL?....................................................................................14
   CAN I MAKE WITHDRAWALS FROM MY ANNUITY WITHOUT A CDSC?.........................................................................15
   HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?..................................................................................15
   CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?...............................................15
   DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(T) OF THE INTERNAL REVENUE CODE?.......................................15
   WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.............................................................16
   CAN I SURRENDER MY ANNUITY FOR ITS VALUE?......................................................................................16
   WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?....................................................................16
   WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?........................................................16
   HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?...........................................................................17
   HOW ARE ANNUITY PAYMENTS CALCULATED?...........................................................................................17
   WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?..................................................................................17
   WHAT OPTIONS ARE AVAILABLE TO MY BENEFICIARY UPON MY DEATH?....................................................................19
   WHEN DO YOU DETERMINE THE DEATH BENEFIT?.......................................................................................19

VALUING YOUR INVESTMENT...........................................................................................................19

   HOW IS MY ACCOUNT VALUE DETERMINED?............................................................................................19
   WHAT IS THE SURRENDER VALUE OF MY ANNUITY?.....................................................................................19
   HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?....................................................................................19
   HOW DO YOU VALUE FIXED ALLOCATIONS?............................................................................................20
   WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?....................................................................................20

TAX CONSIDERATIONS................................................................................................................20

   WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?...............................................................20
   HOW IS AMERICAN SKANDIA AND THE SEPARATE ACCOUNT TAXED?........................................................................20
   IN GENERAL, HOW ARE ANNUITIES TAXED?...........................................................................................20
   HOW ARE DISTRIBUTIONS TAXED?...................................................................................................21
   WHAT TAX CONSIDERATIONS ARE THERE FOR TAX-QUALIFIED RETIREMENT PLANS OR QUALIFIED CONTRACTS?...................................22
   HOW ARE DISTRIBUTIONS FROM TAX-QUALIFIED RETIREMENT PLANS TAXED?...............................................................23
   GENERAL TAX CONSIDERATIONS.....................................................................................................24

GENERAL INFORMATION...............................................................................................................25

   HOW WILL I RECEIVE STATEMENTS AND REPORTS?.....................................................................................25
   WHO IS AMERICAN SKANDIA?.......................................................................................................25
   WHAT ARE SEPARATE ACCOUNTS?....................................................................................................26
   WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?...........................................................................27
   WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?.........................................................................27
   AVAILABLE INFORMATION..........................................................................................................28
   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................................28
   HOW TO CONTACT US..............................................................................................................28
   INDEMNIFICATION................................................................................................................29
   LEGAL PROCEEDINGS..............................................................................................................29
   EXECUTIVE OFFICERS AND DIRECTORS...............................................................................................29

GLOSSARY OF TERMS.................................................................................................................33


FINANCIAL INFORMATION.............................................................................................................34

   EXPENSE EXAMPLES:..............................................................................................................35
   CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B.......................................................................36
   FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA...................................................................................38
</TABLE>


<PAGE>


SUMMARY OF CONTRACT FEES AND CHARGES


Below is a summary  of the fees and  expenses  we charge for the  Annuity.  Some
charges are  assessed  against your  Annuity  while others are assessed  against
assets  allocated  to the  variable  investment  options.  The charges  that are
assessed  against the Annuity  include the  Contingent  Deferred  Sales  Charge,
Annual  Maintenance  Fee,  Transfer  Fee and the Tax Charge.  The charge that is
assessed against the variable investment options is the Insurance Charge,  which
is the  combination  of a  mortality  and  expense  risk charge and a charge for
administration of the Annuity.  Each underlying mutual fund portfolio assesses a
charge for investment management and for other expenses. The prospectus for each
underlying mutual fund provides more detailed information about the expenses for
the underlying funds. In certain states, a premium tax charge may be applicable.
All of these  fees  and  expenses  are  described  in more  detail  within  this
Prospectus.

<TABLE>
<CAPTION>

- ------------------------------- ------------------------------------- --------------------------------------------------------------
         FEE/EXPENSE                       WHEN DEDUCTED                                      AMOUNT DEDUCTED/
                                                                                            DESCRIPTION OF CHARGE
- ------------------------------- -------------------------------------
- ------------------------------- ------------------------------------- ------- ------- -------- ------- ------- -------- ------- ----
<S>                             <C>     <C>  <C>                    <C>     <C>      <C>     <C>     <C>      <C>     <C>     <C>
                                        Upon Surrender or           Yr. 1   Yr. 2    Yr. 3   Yr. 4   Yr. 5    Yr. 6   Yr. 7   Yr. 8+
Contingent Deferred Sales               Partial Withdrawal
Charge                          Applicable period measured from the
                                date  each purchase payment is
                                allocated
- ------------------------------- ----------------------------------- ------- ------- -------- ------- ------- -------- ------- ------
- ------------------------------- ----------------------------------- ------- ------- -------- ------- ------- -------- ------- ------
                                                                     7.5%    7.0%    6.0%     5.0%    4.0%    3.0%     2.0%    0.0%

- ------------------------------- -----------------------------------
- ------------------------------- -----------------------------------
                                                                    The charge is a percentage of each applicable purchase payment
- ------------------------------- ----------------------------------- --------------------------------------------------------------
- ------------------------------- ----------------------------------- --------------------------------------------------------------
Insurance Charge                                                               1.40% per year of the value of each Sub-account
(Mortality, Expense Risk and                   Daily                         (0.90% mortality/0.35% expense/0.15% administration
Administration Charge)                                                               (Variable Investment Options only)
- ------------------------------- ----------------------------------- --------------------------------------------------------------
- ------------------------------- ----------------------------------- --------------------------------------------------------------
Annual Maintenance Fee               Annually on the contract's                     Smaller of $30 or 2% of Account Value
                                 anniversary date or upon surrender
- ------------------------------- ----------------------------------- ----------------------------------------------------------------
- ------------------------------- ----------------------------------- ----------------------------------------------------------------
Transfer Fee                        After the 12th transfer each                                   $10.00
                                            annuity year
- ------------------------------- ----------------------------------- ----------------------------------------------------------------
- ------------------------------- ----------------------------------- ----------------------------------------------------------------
Tax Charge                                    Various                    Depends on the requirements of the applicable jurisdiction

- ------------------------------- ----------------------------------- ----------------------------------------------------------------
- ------------------------------- ----------------------------------- ----------------------------------------------------------------
Underlying Portfolio                           Daily                Each Portfolio has different fees and charges as provided in the
Expenses                                                              "What are the Investment Objectives, Policies and Expenses of
                                                                      the Portfolios?" section of this Prospectus.  For the period
                                                                      ended 12-31-98, total Portfolio expenses ranged from 0.69% to
                                                                      1.81%.
- ------------------------------- ------------------------------------- --------------------------------------------------------------
</TABLE>

INVESTMENT OPTIONS


WHAT ARE THE INVESTMENT OBJECTIVES, POLICIES AND EXPENSES OF THE PORTFOLIOS?


Each variable  investment  option is a Sub-account of the Separate  Account (see
"What are Separate  Accounts" for more detailed  information.)  Each Sub-account
invests  exclusively in one Portfolio.  You should carefully read the prospectus
for any Portfolio in which you are interested.  The following  chart  classifies
each of the Portfolios  based on our assessment of their investment style (as of
the date of this  Prospectus).  The chart also provides a short  description  of
each  Portfolio's  investment  objective  (in  italics)  and  a  short,  summary
description of their key policies to assist you in determining  which Portfolios
may be of interest to you.  Next to each  Portfolio's  investment  objective and
policies are the investment management fee, other expenses, and the total annual
expenses for such Portfolio as of December 31, 1998.  The total annual  expenses
are the sum of the investment management fee and other expenses.  Each figure is
stated as a percentage of the  Portfolio's  average daily net assets.  Except as
noted,  all expenses shown are after any applicable  reimbursement  or waiver of
fees. Any footnotes  about expenses appear after the list of all the portfolios.
The underlying mutual fund portfolio  information was provided by the underlying
mutual funds and has not been  independently  verified by us.  Details about the
investment objectives,  policies,  risks, costs and management of the Portfolios
are found in the  prospectuses  for the  underlying  mutual  funds.  There is no
guarantee that any underlying  mutual fund  portfolios  will meet its investment
objective.


Please refer to Appendix A for certain required financial  information  related
to the  historical  performance of the  Sub-accounts  as well as examples of the
expenses  that you would incur with the  Annuity  over  certain  periods of time
based on specified assumptions.

The Securities and Exchange Commission ("SEC") requires these examples.


<PAGE>


<TABLE>
<CAPTION>

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

                                                                                                         Invest-    Other      Total
      Style/                                   Investment Objectives/Policies                            ment      Expenses   Annual
       Type                                                                                              Manage-            Expenses
                                                                                                         ment Fee
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------

<S>     <C>         <C>    <C>    <C>    <C>                                                             <C>       <C>      <C>
                    AST JanCap Growth: growth of capital in a manner consistent with the preservation
                    of capital.  The Portfolio pursues its objective by emphasizing investments in       0.88%     0.18%    1.06%(1)
                    common stocks.







LARGE CAP
      GROWTH


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

                    AST Marsico Capital Growth*: to seek capital growth.  Income realization is not an
                    investment objective and any income realized on the Portfolio's investments,
                    therefore, will be incidental to the Portfolio's objective.  The Portfolio will
                    pursue its objective by investing primarily in common stocks in industries and       0.90%     0.21%      1.11%
                    companies the sub-advisor believes are experiencing favorable demand for their
                    products and services, and which operate in a favorable competitive and regulatory
                    environment.

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

                    Alger American Growth: long-term capital appreciation.  Except during temporary
                    defensive periods, the Portfolio invests at least 65% of its total assets in equity  0.75%     0.04%       0.79%
                    securities of companies that, at the time of purchase,  have
                    total market capitalization of $1 billion or greater.

                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    Alger American MidCap Growth: long-term capital appreciation.  Except during
                    temporary defensive periods, the Portfolio invests at least 65% of its total assets
                    in equity securities of companies that, at the time of purchase of the securities,    0.80%     0.04%      0.84%
                    have  total  market   capitalization  within  the  range  of
                    companies  included  in the S&P MidCap  400  Index,  updated
                    quarterly.
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------

                    AST Bankers Trust Enhanced 500*: to outperform the Standard & Poor's 500 Composite
                    Stock Price Index (the "S&P 500(R)") through stock selection resulting in different
                    weightings of common stocks relative to the index.  The Portfolio will include the
                    common stocks of companies included in the S&P 500(R).  While the majority of the     0.60%     0.20%   0.80%(2)
                    issues held by the Portfolio will have neutral weightings to
                    the  S&P   500,   approximately   100   will  be   over-  or
                    under-weighted relative to the index.

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

                    AST Oppenheimer Large-Cap Growth: seeks capital appreciation.  The Portfolio does
                    not invest to seek current income.  The Portfolio emphasizes investment in common
                    stocks issued by established large-capitalization growth companies.  For purposes     0.90%     0.23%   1.13%(3)
                    of the Portfolio, large-cap companies have market capitalizations greater than $5
                    billion.  Investment opportunities may be sought among securities of smaller, less
                    well-known companies.  This Portfolio is not intended for investors seeking assured
                    income or preservation of capital.

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

                    AST Lord Abbett Growth and Income: long-term growth of capital and income while
                    attempting to avoid excessive fluctuations in market value.  Normally, investments
                    will be made in common stocks of seasoned companies which are expected to show        0.75%     0.18%      0.93%
                    above-average growth and which the Portfolio's sub-advisor believes to be in sound
                    financial condition.
LARGE CAP
      VALUE

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

                    AST Putnam Value Growth & Income: to seek capital growth with current income as a
                    secondary objective.  The Portfolio invests primarily in common stocks that offer
                    potential for capital growth, and may, consistent with its investment objectives,     0.75%     0.48%      1.23%
                    invest in stocks that offer  potential  for current  income.
                    The  Portfolio  may  invest  up to  20%  of  its  assets  in
                    securities traded in foreign markets.

                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    AST INVESCO Equity Income: to seek high current income while following sound
                    investment practices.  Capital growth is a secondary consideration. The Portfolio
                    seeks to achieve its objective by investing in securities which will provide a
                    relatively high-yield and stable return and which, over the years, may also provide   0.75%     0.20%      0.95%
                    capital appreciation.  The Portfolio normally will invest at least 65% of its
                    assets in dividend-paying, marketable common stocks of domestic and foreign
                    industrial issuers.
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------

                    AST Neuberger Berman Mid-Cap Growth*: to seek capital appreciation.  The Portfolio
                    invests in a diversified portfolio of common stocks believed to have the maximum
  MID CAP GROWTH    potential for long-term above-average capital appreciation.  Under normal             0.90%     0.24%   1.14%(4)
                    conditions, the Portfolio primarily invests in the common stocks of companies with
                    equity market capitalizations from $300 million to $10 billion at the time of
                    investment.  The Portfolio does not seek to invest in securities that pay dividends
                    or interest, and any such income is incidental.

- ------------------- ----------------------------------------------------------------------------------- -------- ---------- --------
- ------------------- ----------------------------------------------------------------------------------- -------- ---------- --------
                    AST T. Rowe Price Natural Resources: to seek long-term growth of capital through
                    investment primarily in common stocks of companies which own or develop natural
                    resources and other basic commodities.  The Portfolio will invest primarily (at       0.90%     0.26%      1.16%
                    least 65% of its total assets) in common stocks of companies which own or develop
  MID CAP VALUE     natural resources and other basic commodities.
                    ------------------------------------------------------------------------------------ --------- --------- -------
                    ------------------------------------------------------------------------------------ --------- --------- -------

                    AST Neuberger Berman Mid-Cap Value*: to seek capital growth.  The Portfolio seeks
                    capital growth through an investment approach that is designed to increase capital
                    with reasonable risk.  The Portfolio invests principally in common stocks of medium   0.90%     0.25%   1.15%(5)
                    to  large  capitalization  established  companies,  using  a
                    value-oriented  investment  approach.  The Sub-advisor looks
                    for securities  believed to be  undervalued  based on strong
                    fundamentals,   including  a  low  price-to-earnings  ratio,
                    consistent cash flow, and the company's track record through
                    all parts of the market cycle.

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

                    AST Cohen & Steers Realty*: to maximize total return through
                    investment in real estate securities.  The Portfolio pursues
                    its  investment  objective  of  maximizing  total  return by
                    seeking,   with   approximately   equal  emphasis,   capital
                    appreciation  (both  realized  and  unrealized)  and current
                    income.  Under  normal  circumstances,  the  Portfolio  will
                    invest  substantially  all  of  its  assets  in  the  equity
                    securities of
                    "real estate companies".  Real estate companies include those companies that derive   1.00%     0.29%      1.29%
                    at  least   50%  of  its   revenues   from  the   ownership,
                    construction,  financing,  management or sale of commercial,
                    industrial,  or residential real estate or that has at least
                    50% of its assets in such real estate.

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

                    AST Kemper Small-Cap Growth*: seeks maximum appreciation of investors' capital from
                    a portfolio primarily of growth stocks of smaller companies.  The Portfolio seeks
                    maximum appreciation of investors' capital.  Current income will not be a             0.95%     0.40%   1.35%(6)
                    significant factor.  The Portfolio's investment portfolio will normally consist
 SMALL CAP GROWTH   primarily of common stocks and securities convertible into or exchangeable for
                    common stocks, including warrants and rights.  The Portfolio is designed as a
                    long-term  investment involving  substantial  financial risk
                    commensurate with potential substantial gains.

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

                    AST Janus Small-Cap Growth: seeks capital appreciation.  The Portfolio pursues its
                    objective by normally investing at least 65% of its total assets in securities        0.90%     0.23%   1.13%(7)
                    issued by  small-sized  companies.  The  Portfolio  may also
                    invest  in stocks of larger  companies  with  potential  for
                    capital appreciation.

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

                    AST T. Rowe Price Small Company Value: to provide long-term capital appreciation by
                    investing primarily in small-capitalization stocks that appear to be undervalued.
                    The Portfolio will invest at least 65% of its total assets in companies with a
                    market capitalization of $1 billion or less that appear undervalued by various        0.90%     0.26%      1.16%
 SMALL CAP VALUE    measures, such as price/earnings or price/book value ratios.  Investing in small
                    companies   involves   greater  risk,  as  well  as  greater
                    opportunity,   than  is  customarily  associated  with  more
                    established companies.

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

                    AST Lord Abbett Small Cap Value*: to seek long-term capital appreciation.
                    Investments will be primarily made in equity securities which are believed to be
                    undervalued.  Under normal circumstances, the Portfolio will invest at least 65% of   0.95%     0.37%      1.32%
                    its assets in common stocks issued by smaller, less well-known companies, with
                    market  capitalizations  of less  than $1  billion.  Smaller
                    companies may carry more risk than larger companies.

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

                    AST Janus Overseas Growth: to seek long-term growth of capital.  The Portfolio
                    pursues its objective primarily through investments in common stocks of issuers       1.00%     0.35%      1.35%
                    located outside the United States.



  INTER-NATIONAL
      EQUITY

                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    AST American Century International Growth: to seek capital growth.  The Portfolio
                    will invest primarily in issuers in developed markets.  Under normal conditions,
                    the Portfolio will invest at least 65% of its assets in equity and equity             1.00%     0.75%      1.75%
                    equivalent   securities  of  issuers  from  at  least  three
                    different countries outside the United States.
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    AST Putnam International Equity: to seek capital appreciation.  The Portfolio seeks
                    its objective by investing primarily in equity securities of companies located in a
                    country other than the United States.  The Portfolio will, under normal               0.88%     0.27%      1.15%
                    circumstances,  invest at least  65% of its total  assets in
                    issuers located in at least three different  countries other
                    than the United States.
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    AST T. Rowe Price International Equity: to seek total return of its assets from
                    long-term growth of capital and income, principally through investments in common
                    stock of established, non-U.S. companies.  The Portfolio intends to diversify         1.00%     0.26%      1.26%
                    broadly among countries and to normally have at least three different countries
                    represented in the Portfolio.
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------

                    AST Founders Passport: to seek capital appreciation.  The Portfolio invests
                    primarily in securities issued by foreign companies which have market
                    capitalizations or annual revenues of $1 billion or less.  At least 65% of the
                    Portfolio's assets will normally be invested in foreign securities representing a
                    minimum of three countries.  The Portfolio will normally invest a significant         1.00%     0.35%      1.35%
                    proportion of its assets in the securities of small and medium-sized companies,
                    which involves  greater risk than is customarily  associated
                    with more established companies.

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

                    Montgomery Variable Series - Emerging Markets: capital appreciation, which under
                    normal conditions it seeks by investing at least 65% of its total assets in equity
                    securities of companies in countries having emerging markets.  Under normal           1.25%     0.50%    1.75(8)
                    conditions, investments are maintained in at least six emerging market countries at
                    all times and no more than 35% of total  assets are invested
                    in any one emerging market country.

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

                    AST American Century Strategic Balanced: to seek capital growth and current
                    income.  It is the intention of the Portfolio's sub-advisor to maintain
                    approximately 60% of the Portfolio's assets in common stocks that are considered by   0.85%     0.40%   1.25%(9)
                    the sub-advisor to have better-than-average prospects for appreciation and the
                    remainder in bonds and other fixed income securities.
    BALANCED/
ASSET ALLOCAT-ION

                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    AST Putnam Balanced: to provide a balanced investment composed of a
                    well-diversified portfolio of stocks and bonds which will produce both capital
                    growth and current income.  The Portfolio may invest in almost any type of security
                    or negotiable instrument, including cash or money market instruments.  The portion
                    of the Portfolio's assets invested in equity securities and fixed income securities   0.74%     0.29%      1.03%
                    will vary from time to time in light of the Portfolio's investment objective,
                    changes in interest rates and economic of other factors.  Under normal market
                    conditions,  it  is  expected  that  at  least  25%  of  the
                    Portfolio's  total  assets will be invested in fixed  income
                    securities.
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    AST T. Rowe Price Asset Allocation: to seek a high level of total return by
                    investing primarily in a diversified group of fixed income and equity securities.
                    Under normal conditions over the long-term, the Portfolio expects to allocate its     0.85%     0.28%      1.13%
                    assets so that  approximately  40% of its assets  will be in
                    fixed  income  securities  and  approximately  60% in equity
                    securities.
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------
- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------

                    AST PIMCO Total Return Bond: to seek to maximize total return consistent with
                    preservation of capital.  The Portfolio will invest in a diversified portfolio of     0.65%     0.21%      0.86%
                    fixed-income securities of varying maturities with a portfolio duration from three
                    to six years.


   FIXED INCOME

                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    AST PIMCO Limited Maturity Bond: to seek to maximize total return, consistent with
                    preservation of capital and prudent investment management.  The Portfolio will
                    invest in a diversified portfolio of fixed income securities of varying maturities    0.65%     0.23%      0.88%
                    with a portfolio duration from one to three years.
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------

                    AST T. Rowe Price International Bond: seeks to provide high current income and
                    capital appreciation by investing in high-quality, non dollar-denominated
                    government and corporate bonds outside the United States.  The Portfolio will
                    invest at least 65% of its assets in high-quality, non dollar-denominated
                    government and corporate bonds outside the United States.  The Portfolio may also     0.80%     0.31%      1.11%
                    invest up to 20% of its assets in below investment-grade, high-risk bonds,
                    including  bonds in default or those with the lowest  rating
                    (commonly referred to as "junk bonds").

                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    AST Federated High Yield: to seek high current income by investing primarily in a
                    diversified portfolio of fixed income securities.  The Portfolio will invest at
                    least 65% of its assets in lower-rated (BBB or lower) fixed rate corporate debt
                    obligations.  Investments of this type are subject to a greater risk of loss of       0.75%     0.23%      0.98%
                    principal and interest than investments in higher rated securities and are
                    generally considered high risk.  Lower-rated or unrated bonds are commonly referred
                    to as "junk bonds."
                    ----------------------------------------------------------------------------------- --------- --------- --------
                    ----------------------------------------------------------------------------------- --------- --------- --------

                    AST Money Market: to maximize current income and maintain high levels of
                    liquidity.  The Portfolio attempts to accomplish its objective by maintaining a
                    dollar-weighted average maturity of not more than 90 days and by investing in         0.45%     0.15%  0.60%(10)
                    securities which have effective maturities of not more than 397 days.

- ------------------- ----------------------------------------------------------------------------------- --------- --------- --------
</TABLE>


1.   The investment  management fee without any voluntary waiver would have been
     0.90%; the total annual expenses without any waiver or reimbursement  would
     have been 1.08%.
2    The other expenses  without any  reimbursement  would have been 0.29%;  the
     total annual expenses without any waiver or  reimbursement  would have been
     0.89%.
3.   Prior to January 1, 1999,  the  Investment  Manager had engaged  Robertson,
     Stephens & Company  Investment  Management,  L.P.  as  Sub-advisor  for the
     Portfolio  (formerly the Robertson Stephens Value + Growth portfolio),  and
     the total Investment  Management fee was at the annual rate of 1.00% of the
     average  daily net assets of the  Portfolio.  As of  January  1, 1998,  the
     Investment  Manager engaged  OppenheimerFunds,  Inc. as Sub-advisor for the
     Portfolio,  and the Investment Management fee is payable at the annual rate
     of 0.90% of the first $1  billion  of the  average  daily net assets of the
     Portfolio,  plus .85% of the Portfolio's average daily net assets in excess
     of $1 billion.  The  Management Fee in the above chart reflects the current
     Investment Management fee payable to the Investment Manager.
4.   Prior to May 1, 1998, the Investment Manager had engaged Berger Associates,
     Inc. as Sub-advisor for the Portfolio (formerly,  the Berger Capital Growth
     portfolio),  for a total  Investment  Management  fee payable at the annual
     rate of .75% of the average daily nets assets of the  Portfolio.  As of May
     1,  1998,  the  Investment  Manager  engaged  Neuberger Berman   Management
     Incorporated  as  Sub-advisor  for the  Portfolio,  for a total  Investment
     Management  fee payable at the annual rate of 0.90% of the first $1 billion
     of  the  average  daily  net  assets  of the  Portfolio  plus  .85%  of the
     Portfolio's  average  daily  net  assets  in  excess  of  $1  billion.  The
     Management  Fee  in  the  above  chart  reflects  the  current   Investment
     Management fee payable to the Investment Manager.
5.   Prior  to May  1,  1998,  the  Investment  Manager  had  engaged  Federated
     Investment  Counseling  as  Sub-advisor  for the Portfolio  (formerly,  the
     Federated Utility Income portfolio),  for a total Investment Management fee
     payable at the annual  rate of .75% of the first $50 million of the average
     daily net assets of the  Portfolio,  plus .60% of the  Portfolio's  average
     daily  net  assets  in  excess  of $50  million.  As of May  1,  1998,  the
     Investment  Manager  engaged  Neuberger Berman  Management  Incorporated as
     Sub-advisor  for the  Portfolio,  for a  total  Investment  Management  fee
     payable at the annual  rate of 0.90% of the first $1 billion of the average
     daily net  assets of the  Portfolio  plus .85% of the  Portfolio's  average
     daily net assets in excess of $1 billion.  The  Management Fee in the above
     chart  reflects  the  current  Investment  Management  fee  payable  to the
     Investment Manager.
6.   This portfolio commenced operations in January 1999. "Other Expenses" shown
     are based on  estimated  expenses  for the fiscal year ending  December 31,
     1999 with a  voluntary  expense  reimbursement.  Estimated  other  expenses
     without any reimbursement would be 0.59%.
7    Prior to January 1, 1999, the Investment Manager had engaged Founders Asset
     Management,  LLC as  Sub-advisor  for the Portfolio  (formerly the Founders
     Capital Appreciation portfolios).
8.   The other expenses  without any  reimbursement  would have been 0.56%;  the
     total annual expenses without any waiver or  reimbursement  would have been
     1.81%.
9.   The other expenses  without any  reimbursement  would have been 0.50%;  the
     total annual expenses without any waiver or  reimbursement  would have been
     1.35%.
10.  The investment  management fee without any voluntary waiver would have been
     0.50%; the other expenses without any reimbursement  would have been 0.19%;
     the total annual expenses  without any waiver or  reimbursement  would have
     been 0.69%.

"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of the McGraw-Hill  Companies,  Inc. and have been licensed
for use by American Skandia Investment Services, Incorporated and Bankers Trust.
The Portfolio is not sponsored,  endorsed, sold or promoted by Standard & Poor's
and Standard & Poor's makes no  representation  regarding  the  advisability  of
investing in the Portfolio.
                                                                                


WHAT ARE THE FIXED INVESTMENT OPTIONS?
We offer fixed investment options of different durations during the accumulation
phase. These "Fixed  Allocations" earn a guaranteed fixed rate of interest for a
specified  period of time,  called the  "Guarantee  Period." In most states,  we
offer Fixed Allocations with Guarantee Periods of 1, 2, 3, 5, 7 and 10 years. We
guarantee  the fixed  rate for the  entire  Guarantee  Period.  However,  if you
withdraw  the Account  Value  before the end of the  Guarantee  Period,  we will
adjust the value of your  withdrawal  or transfer  based on a formula,  called a
"Market Value Adjustment." The Market Value Adjustment can either be positive or
negative,  depending  on the rates that are  currently  being  credited on Fixed
Allocations.  Please  refer to the section  entitled  "How does the Market Value
Adjustment Work?" for a description of the formula along with examples of how it
is calculated.  You may allocate Account Value to more than one Fixed Allocation
at a time.

Fixed Allocations are currently not available in the state of Maryland,  Nevada,
Oregon, Utah and Washington.

FEES AND CHARGES


Certain charges may apply regardless of how you allocate Account Value among the
investment  options.  These are the  contingent  deferred  sales  charge and any
annuity tax charges.


WHAT ARE THE CONTRACT FEES AND CHARGES?
The  Contingent  Deferred  Sales  Charge is often  referred  to as a  "Surrender
Charge" or "CDSC".


Contingent  Deferred  Sales Charge:  We may assess a Contingent  Deferred  Sales
Charge  (CDSC)  if you  surrender  your  Annuity  or  when  you  make a  partial
withdrawal.  The CDSC is calculated  as a percentage  of your  Purchase  Payment
being  surrendered  or withdrawn.  The amount of the CDSC  decreases  over time,
measured from the date the Purchase Payment is applied. The CDSC percentages are
shown below.

<TABLE>
<CAPTION>

                           ------------------ ------- ----- ------ ------ ------ ----- ------ ------
<S>                        <C>                 <C>    <C>    <C>    <C>    <C>   <C>    <C>   <C>
                           YEARS                1      2      3      4      5     6      7     8+
                           ------------------ ------- ----- ------ ------ ------ ----- ------ ------
                           ------------------ ------- ----- ------ ------ ------ ----- ------ ------
                           CHARGE (%)          7.5    7.0    6.0    5.0    4.0   3.0    2.0     0
                           ------------------ ------- ----- ------ ------ ------ ----- ------ ------
</TABLE>

Each Purchase  Payment has its own CDSC period.  When you make a withdrawal,  we
assume that the oldest  Purchase  Payment is being  withdrawn  first so that the
lowest  CDSC is deducted  from the amount  withdrawn.  After seven (7)  complete
years from the date you make a Purchase Payment, no CDSC will be assessed if you
withdraw or surrender that Purchase Payment.

Under certain  circumstances  you can withdraw a limited amount of Account Value
without paying a CDSC. This is referred to as a "Free  Withdrawal." We may waive
the CDSC under certain medically-related  circumstances or when taking a Minimum
Distribution  under an Annuity issued in connection  with a qualified  contract.
Free Withdrawals,  Medically-Related  Waivers and Minimum Distributions are each
explained more fully in the section entitled "Access to Your Account Value".

Reductions to the Contingent Deferred Sales Charge
We may  reduce  the  amount of the CDSC or the  length of time it  applies if we
determine that our sales expenses for a particular  individual or group is lower
than  expected.  Some of the factors we might consider in making such a decision
are: (a) the size and type of group; (b) the amounts of Purchase  Payments;  (c)
present  Owners  making   additional   Purchase   Payments;   and/or  (d)  other
transactions where sales expenses are likely to be reduced.

Exceptions to the Contingent Deferred Sales Charge
We do not  apply the CDSC  provision  on  Annuities  owned  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.

Tax Charges:  Several  states and some  municipalities  charge  premium taxes or
similar taxes. The amount of tax will vary from jurisdiction to jurisdiction and
is subject to change. The tax charge currently ranges up to 3 1/2%. We generally
will deduct the amount of tax  payable at the time the tax is  imposed,  but may
also decide to deduct tax charges  from each  Purchase  Payment at the time of a
withdrawal  or  surrender  of your  Annuity  or at the time  you  elect to begin
receiving annuity payments.

WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?

Insurance  Charge: We deduct an Insurance Charge daily against the average daily
assets allocated to the Sub-accounts.  The charge is equal to 1.40% on an annual
basis.  This charge is for insurance  benefits,  including  the Annuity's  death
benefit that provides guaranteed benefits to your beneficiary even if the market
declines and the risk that persons we  guarantee  annuity  payments to will live
longer  than our  assumptions.  The  charge  also  covers  administrative  costs
associated  with providing the Annuity  benefits,  including  preparation of the
contract, confirmation statements, annual account statements and annual reports,
legal and accounting  fees as well as various  related  expenses.  Finally,  the
charge  covers  the risk  that our  assumptions  about  the  administrative  and
non-mortality expenses under this Annuity are incorrect. The Insurance Charge is
not deducted against assets allocated to a fixed investment option.

Annual  Maintenance  Fee:  During  the  accumulation  period we deduct an Annual
Maintenance  Fee.  The Annual  Maintenance  Fee is $30.00 or 2% of your  Account
Value invested in the variable investment  options,  whichever is less. This fee
will be deducted  annually on the  Anniversary  Date of your  Annuity or, if you
surrender  your Annuity during the annuity year, the fee is deducted at the time
of surrender.

Transfer Fee: You may make twelve (12) free transfers between investment options
each annuity year. We will charge $10.00 for each transfer  after the twelfth in
each annuity  year. We do not consider  transfers  made as part of a dollar cost
averaging  program when we count the twelve free  transfers.  Transfers  made as
part of a rebalancing,  market timing or third party investment advisory service
will be subject to the twelve-transfer limit. However, all transfers made on the
same day will be treated as one (1) transfer.

WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?

We take into consideration mortality, expense, administration,  profit and other
factors in  determining  the interest rates we credit to Fixed  Allocations.  No
specific fee or expenses are deducted when  determining the rate we credit.  Any
CDSC or Tax  Charge  applies  to  amounts  that  are  taken  from  the  variable
investment options or the Fixed Allocations.  A Market Value Adjustment may also
apply to certain withdrawals or surrender from a Fixed Allocation


WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?

In certain  states a tax is due if and when you  exercise  your right to receive
periodic  annuity  payments.  We do not deduct any specific  charges  during the
payout period.  However,  the amount payable will depend on the annuity  payment
option you  select.  If you select an option that  guarantees  payment for life,
then the payment  amount also will depend on your age, and,  where  permitted by
law,  your gender.  In all cases,  the amount of each payment will depend on the
Account Value of your Annuity when you elect to begin annuity payments.


PURCHASING YOUR ANNUITY

WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?

Minimum  Initial  Purchase  Payment:  You must make a minimum  initial  Purchase
Payment of $1,000.  However,  if you decide to make payments  under a systematic
investment or "bank drafting"  program,  we will accept a lower initial Purchase
Payment  provided that,  within the first annuity year, you make at least $1,000
in total Purchase Payments.

Age Restrictions:  The Owner must be age 75 or under as of the Issue Date of the
Annuity.  If the Annuity is owned jointly,  the oldest of the Owners must be age
75 or under on the  Issue  Date.  If the  Annuity  is  owned by an  entity,  the
Annuitant must be age 75 or under as of the Issue Date.

Owner, Annuitant and Beneficiary Designations:  On your Application, we will ask
you to name  the  Owner(s),  Annuitant  and one or more  Beneficiaries  for your
Annuity.

|X|    Owner: The Owner(s) holds all rights under the Annuity. You may name more
       than one  Owner in which  case all  ownership  rights  are held  jointly.
       However, this Annuity does not provide a right of survivorship.  Refer to
       the Glossary of Terms for a complete description of the term "Owner."

|X|    Annuitant:  The Annuitant is the person we agree to make annuity payments
       to and upon whose life we continue to make such  payments.  You must name
       an Annuitant who is a natural  person.  We do not accept a designation of
       joint  Annuitants.  Where  allowed  by  law,  you  may  name  one or more
       Contingent  Annuitants.  A Contingent Annuitant will become the Annuitant
       if the Annuitant dies before the Annuity Date.

|X|    Beneficiary:  The  Beneficiary  is the  person(s)  or entity  you name to
       receive the death  benefit.  If no beneficiary is named the death benefit
       will be paid to you or your estate.


You  should  seek  competent  tax  advice  on the  income,  estate  and gift tax
implications of your designations.


MANAGING YOUR ANNUITY

MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?
You may change the Owner, Annuitant and Beneficiary designations by sending us a
request in writing.  Where  allowed by law,  such changes will be subject to our
acceptance.  Some of the changes we will not accept include, but are not limited
to:  |X| a new  Owner  subsequent  to the death of the Owner or the first of any
joint Owners to die, except where a spouse-Beneficiary
     has become the Owner as a result of an Owner's death;
|X| a new  Annuitant  subsequent  to the  Annuity  Date  if the  annuity  option
selected includes a life  contingency;  |X| a new Annuitant prior to the Annuity
Date if the Annuity is owned by an entity;  and |X| a change in  Beneficiary  if
the Owner had previously made the designation irrevocable.

Spousal Owners/Spousal Beneficiaries

If an Annuity is owned  jointly by spouses,  the death  benefit  will be payable
upon the death of the first spouse.  However, if the sole primary Beneficiary is
designated  as one of the  following:  "surviving  spouse";  o each spouse named
individually  upon the death of the other;  or o a designation  which we, in our
sole discretion, determine to be of similar intent; then


upon the death of either Owner,  the surviving spouse may elect to be treated as
the  Owner  and  continue  the  Annuity,  subject  to  its  existing  terms  and
conditions, instead of taking the Death Benefit.

MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?
The right to return  the  Annuity is  referred  to as the  "free-look"  right or
"right to cancel."


If after purchasing your Annuity you change your mind and decide that you do not
want it,  you may  return it to us within a  certain  period of time  known as a
"free-look" period.  Depending on the state in which you purchased your Annuity,
the  "free-look"  period may be ten (10) days,  twenty-one  (21) days or longer,
measured from the time that you received your Annuity.  If you "free-look"  your
Annuity, we will refund your current Account Value plus any tax charge deducted.
This amount may be higher or lower than your original Purchase Payment.  Certain
states  require that we return your current  Account Value or the amount of your
initial  Purchase  Payment,  whichever  is greater.  The same rule applies to an
Annuity  that is  purchased  as an IRA. In those states where we are required to
return the greater of your Purchase  Payment or Account Value,  we will allocate
your Account  Value to the AST Money  Market  Sub-account  during the  free-look
period and for a reasonable  additional  amount of time to allow for delivery of
your Annuity.


MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?
The minimum  amount  that we accept as an  additional  Purchase  Payment is $100
unless you  participate in American  Skandia's  systematic  investment plan or a
periodic purchase payment program.

MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?

You can make additional  Purchase  Payments to your Annuity by authorizing us to
deduct money  directly  from your bank account and applying it to your  Annuity.
This type of program is often called "bank drafting".  We call our bank drafting
program "American Skandia's Systematic  Investment Plan." Purchase Payments made
through bank drafting may only be allocated to the variable  investment options.
Bank drafting  allows you to invest in an Annuity with a lower initial  Purchase
Payment,  as long as you  authorize  payments  that will  equal at least  $1,000
during the first 12 months of your Annuity.


MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?
These types of programs are only available with certain types of plans.  If your
employer  sponsors  such a  program,  we may agree to accept  periodic  Purchase
Payments through a salary reduction  program as long as the allocations are made
only to variable  investment options and the periodic Purchase Payments received
in the first year total at least $1,000.

MANAGING YOUR ACCOUNT VALUE

HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?

See "Valuing Your  Investment"  for a  description  of our procedure for pricing
initial and subsequent Purchase Payments.

Initial Purchase Payment:  Once we accept your  application,  we invest your net
Purchase  Payment in the  Annuity.  The net  Purchase  Payment  is your  initial
Purchase  Payment minus any tax charges that may apply.  On your  application we
ask you to provide us with  instructions  for allocating your Account Value. You
can allocate Account Value to one or more variable  investment  options or Fixed
Allocations.  In those  states  where we are  required to return  your  Purchase
Payment if you elect to  "free-look"  your  Annuity,  we initially  allocate all
amounts  that you choose to allocate to the variable  investment  options to the
AST  Money  Market  Sub-account.  At the end of the  "free-look"  period we will
reallocate  your  Account  Value  according  to  your  most  recent   allocation
instructions.  Where  permitted by law, we will allocate your Purchase  Payments
according to your initial  instructions,  without temporarily  allocating to the
AST Money Market Sub-account.  To do this, we will ask that you execute our form
called a "return waiver" that authorizes us to allocate your Purchase Payment to
your chosen Sub-accounts immediately. If you submit the "return waiver" and then
decide to return your Annuity during the free-look period, you will receive your
current  Account  Value  which may be more or less than  your  initial  Purchase
Payment (see "May I Return the Annuity if I Change my Mind?").


Subsequent Purchase Payments:  We will allocate any additional Purchase Payments
you  make  according  to  your  most  recent  allocation  instructions.  If  any
rebalancing,  asset  allocation  or market  timing  programs are in effect,  the
allocation  must  conform  with  such a  program.  We assume  that your  current
allocation  instructions  are valid for subsequent  Purchase  Payments until you
make a change to those  allocations or request new allocations when you submit a
new Purchase Payment.

ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?
During the accumulation period you may transfer Account Value between investment
options. Transfers are not subject to taxation. We currently limit the number of
Sub-accounts  you can  invest in at any one time to ten (10).  However,  you can
invest in an unlimited number of Fixed Allocations.  We may require a minimum of
$500 in each  Sub-account  you  allocate  Account  Value  to at the  time of any
allocation  or  transfer.  If you  request a  transfer  and,  as a result of the
transfer, there would be less than $500 in the Sub-account,  we may transfer the
remaining  Account  Value in the  Sub-account  pro rata to the other  investment
options to which you transferred.


We will charge $10.00 for each transfer after the twelfth (12th) in each Annuity
Year, including transfers made as part of any rebalancing,  market timing, asset
allocation or similar program which you have authorized.  Transfers made as part
of a dollar cost averaging  program do not count toward the twelve free transfer
limit. Renewals or transfers of Account Value from a Fixed Allocation at the end
of its Guarantee Period are not subject to the transfer charge.

We reserve the right to limit the number of  transfers  in any Annuity  Year for
all  existing  or new Owners.  We also  reserve the right to limit the number of
transfers in any Annuity Year or to refuse any transfer  request for an Owner or
certain Owners if: (a) we believe that excessive trading by such Owner or Owners
or a  specific  transfer  request  or  group  of  transfer  requests  may have a
detrimental  effect on Unit Values or the share prices of the underlying  mutual
funds; or (b) we are informed by one or more of the underlying mutual funds that
the purchase or  redemption  of shares must be  restricted  because of excessive
trading  or a  specific  transfer  or group of  transfers  is  deemed  to have a
detrimental effect on share prices of affected underlying mutual funds.


DO YOU OFFER DOLLAR COST AVERAGING?
Yes. We offer Dollar Cost Averaging during the accumulation period.  Dollar Cost
Averaging  allows you to  systematically  transfer an amount each month from one
investment  option to one or more other  investment  options.  You can choose to
transfer earnings only, principal plus earnings or a flat dollar amount.  Dollar
Cost  Averaging  allows you to invest  regularly  each month,  regardless of the
current unit value (or price) of the  Sub-account(s) you invest in. This enables
you to purchase more units when the market price is low and fewer units when the
market  price is high.  This may  result in a lower  average  cost of units over
time. However, there is no guarantee that Dollar Cost Averaging will result in a
profit or protect against a loss in a declining market.

You must have a minimum  Account Value of at least $10,000 to enroll in a Dollar
Cost Averaging program.

Dollar Cost Averaging is subject to a number of rules that include,  but are not
limited to the following:
|X|  If you choose to Dollar Cost Average from a Fixed Allocation,  then you may
     only use Fixed Allocations with Guarantee Periods of 1, 2 or 3 years.
|X|  You may only Dollar Cost Average  earnings or principal plus  earnings.  If
     transferring  principal plus earnings, the program must be designed to last
     the entire Guarantee Period for the Fixed Allocation.
|X|  Dollar Cost Averaging transfers from Fixed Allocations are not subject to a
     Market Value Adjustment.


DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?
Yes. During the accumulation  period,  we offer automatic  rebalancing among the
variable  investment  options  you choose.  You can choose to have your  Account
Value rebalanced quarterly, semi-annually, or annually. On the appropriate date,
your variable  investment  options are rebalanced to the allocation  percentages
you request.  For example,  over time the performance of the variable investment
options  will  differ,  causing  your  percentage  allocations  to  shift.  With
automatic   rebalancing,   we   transfer   the   appropriate   amount  from  the
"overweighted"  Sub-accounts to the "underweighted"  Sub-accounts to return your
allocations to the  percentages  you request.  If you request a transfer from or
into any variable investment option  participating in the automatic  rebalancing
program, we will assume that you wish to change your rebalancing  percentages as
well, and will  automatically  adjust the rebalancing  percentages in accordance
with the transfer unless we receive alternate instructions from you.

You must have a minimum Account Value of at least $10,000 to enroll in automatic
rebalancing.  All  rebalancing  transfers  made  on the  same  day as part of an
automatic  rebalancing  program are considered as one transfer when counting the
number of transfers each year toward the maximum of 12 free transfers.

DO YOU OFFER A PROGRAM TO BALANCE FIXED AND VARIABLE INVESTMENTS?

Some investors wish to invest in the variable  investment  options but also wish
to protect a portion of their  investment from market  fluctuations.  We offer a
balanced  investment  program  where a  portion  of  your  Purchase  Payment  is
allocated to a Fixed  Allocation for a Guarantee  Period that you select and the
remaining Account Value is allocated to the variable investment options that you
select.  The amount that we allocate to the Fixed  Allocation is the amount that
will  grow to a  specific  "principal  amount"  such as  your  initial  Purchase
Payment.  We  determine  the  amount  based on the rates  then in effect for the
Guarantee Period you choose. If no amounts are transferred or withdrawn from the
Fixed  Allocation,  at the end of the  Guarantee  Period,  it will have grown to
equal the "principal amount". The remaining Account Value that was not allocated
to the Fixed  Allocation  can be allocated to any of the  Sub-accounts  that you
choose. Account Value allocated to the variable investment options is subject to
market fluctuations and may increase or decrease in value.


Example
Assume you have  $100,000  to invest.  You choose to  allocate a portion of your
Account Value to a Fixed  Allocation with a 10 year Guarantee  Period.  The rate
for the 10-year Guarantee Period is 4.24%*. Based on the chosen Guarantee Period
and interest rate, the factor for determining how much of your Account Value can
be allocated to the Fixed  Allocation is 0.660170.  That means that $66,017 will
be allocated to the Fixed  Allocation and the remaining  Account Value ($33,983)
will be allocated to the variable investment  options.  Assuming that you do not
make any withdrawals from the Fixed Allocation,  it will grow to $100,000 at the
end of the  Guarantee  Period.  Of  course we  cannot  predict  the value of the
remaining Account Value that was allocated to the variable investment options.

* This rate in this example is hypothetical and may not reflect the current rate
for Guarantee Periods of this duration.

MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?

You may authorize your financial  representative  to decide on the allocation of
your Account Value and to make transfers between investment options,  subject to
our rules.  However,  we can suspend or cancel these  privileges at any time. We
will notify you if we do. We may restrict the  available  investment  options if
you authorize a financial  representative  to make transfers for you. We do this
so that no  financial  representative  is in a position to control  transfers of
large amounts of money for multiple clients into or out of any of the underlying
portfolios that have expressed concern about movement of a large proportion of a
portfolio's assets.

We or an  affiliate  of ours may  provide  administrative  support to  financial
representatives   who  make   transfers   on  your   behalf.   These   financial
representatives  may be  firms  or  persons  who  also  are  appointed  by us as
authorized sellers of the Annuity. However, we do not offer you advice about how
to allocate your Account  Value under any  circumstance.  Any financial  firm or
representative you engage to provide advice and/or make transfers for you is not
acting  on our  behalf.  We are not  responsible  for any  recommendations  such
financial  representatives  make, any market timing or asset allocation programs
they choose to follow or any specific transfers they make on your behalf.


HOW DO THE FIXED INVESTMENT OPTIONS WORK?
Fixed Allocations may not be available in all states and may not be available in
certain durations.

Fixed Allocations  currently are offered with Guarantee Periods of 1, 2, 3, 5, 7
and 10  years.  We  credit  the  fixed  interest  rate to the  Fixed  Allocation
throughout a set period of time called a "Guarantee  Period." The interest  rate
credited to a Fixed  Allocation is the rate in effect when the Guarantee  Period
begins  and does not  change  during  the  Guarantee  Period.  The  rates are an
effective  annual rate of  interest.  We determine  the  interest  rates for the
various Guarantee Periods. At the time that we confirm your Fixed Allocation, we
will  advise  you of the  interest  rate in  effect  and  the  date  your  Fixed
Allocation  matures.  We may change the rates we credit new Fixed Allocations at
any time. To inquire as to the current rates for Fixed Allocations,  please call
1-800-766-4530.

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

HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?

We do not have a specific  formula for  determining the fixed interest rates for
Fixed  Allocations.  Generally the interest rates we offer for Fixed Allocations
will reflect the  investment  returns  available on the types of  investments we
make to support our fixed rate  guarantees.  These  investment types may include
cash,  debt  securities  guaranteed  by the  United  States  government  and its
agencies  and  instrumentalities,   money  market  instruments,  corporate  debt
obligations of different durations, private placements, asset-backed obligations
and municipal  bonds. In determining  rates we also consider factors such as the
length of the  Guarantee  Period for the Fixed  Allocation,  regulatory  and tax
requirements,  liquidity  of the  markets for the type of  investments  we make,
commissions,  administrative  and investment  expenses,  our insurance  risks in
relation to the Fixed Allocations, general economic trends and competition.

We will credit  interest on a new Fixed  Allocation in an existing  Annuity at a
rate not less than the rate we are then crediting to Fixed  Allocations  for the
same Guarantee Period selected by new Annuity purchasers in the same class.


HOW DOES THE MARKET VALUE ADJUSTMENT WORK?

If you transfer or withdraw Account Value from a Fixed Allocation before the end
of its Guarantee  Period, we will adjust the value of your investment based on a
formula,  called  a  "Market  Value  Adjustment"  or  "MVA".  The  Market  Value
Adjustment formula compares the interest rates credited for Fixed Allocations at
the time you invested, to interest rates being credited when you make a transfer
or withdrawal.  The amount of any Market Value Adjustment can be either positive
or negative,  depending on the rates that are currently  being credited on Fixed
Allocations.


MVA Formula

The MVA formula is applied  separately to each Fixed Allocation.  The formula is
as follows:


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

                                     where:

                  I is the fixed  interest  rate we  guaranteed to credit to the
                  Fixed Allocation as of its starting date;

                  J is the fixed  interest  rate for your class of  annuities at
                  the time of the withdrawal for a new Fixed  Allocation  with a
                  Guarantee  Period  equal to the  remaining  number of years in
                  your original Guarantee Period;

                  N is the number of months remaining in the original  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.

If the  transfer  or  withdrawal  does  not  occur  on  the  yearly  or  monthly
anniversary  of the beginning of the Fixed  Allocation,  the numbers used in `J'
and `N' will be rounded to the next highest integer.

MVA Examples

The following  hypothetical  examples show the effect of the MVA in  determining
Account  Value.  Assume the  following:  |X| You  allocate  $50,000 into a Fixed
Allocation with a Guarantee Period of 5 years.
|X|      The interest rate for your Fixed Allocation is 5.0% (I = 5.0%).
|X|      You make no withdrawals or transfers  until you decided to withdraw the
         entire Fixed  Allocation  after exactly  three (3) years,  therefore 24
         months remain before the Maturity Date (N = 24).

Example of Positive MVA
Assume that at the time you request the withdrawal,  the fixed interest rate for
a new Fixed  Allocation with a Guarantee Period of 24 months is 3.5% (J = 3.5%).
Based on these assumptions, the MVA would be calculated as follows:

             MVA Factor = [(1+I)/(I+J+0.0010)]N/12 = [1.05/1.036]2 = 1.027210
                                Interim Value = $___________
       Account Value after MVA = Interim Value X MVA Factor = $59,456.20.

Example of Negative MVA
Assume that at the time you request the withdrawal,  the fixed interest rate for
a new Fixed  Allocation with a Guarantee Period of 24 months is 6.0% (J = 6.0%).
Based on these assumptions, the MVA would be calculated as follows:

        MVA Factor =[(1+I)/(1+J+0.0010)]N/12 = [1.05/1.061)]2 = 0.979372
                                Interim Value = $___________
       Account Value after MVA = Interim Value X MVA Factor = $56,687.28.


WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?
The  "Maturity  Date" for a Fixed  Allocation  is the last day of the  Guarantee
Period. On the Maturity Date, you may choose to renew the Fixed Allocation for a
new Guarantee  Period of the same or different length or you may transfer all or
part of that Fixed Allocation's  Account Value to another Fixed Allocation or to
one or more Sub-accounts.  If you do not specify how you want a Fixed Allocation
to be allocated on its Maturity Date, it will be renewed for a Fixed  Allocation
of the same duration. We will notify you 60 days before the end of the Guarantee
Period about the fixed  interest  rates that we are  currently  crediting to all
Fixed  Allocations  that are being  offered.  The rates being  credited to Fixed
Allocations may change before the Maturity Date. We will not charge a MVA if you
choose to renew a Fixed  Allocation on its Maturity Date or transfer the Account
Value to one or more variable investment options.

ACCESS TO ACCOUNT VALUE

WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?

During the accumulation  phase you can access your Account Value through Partial
Withdrawals,  Systematic  Withdrawals,  and  where  required  for tax  purposes,
Minimum Distributions. You can also surrender your Annuity at any time. When you
access your Account  Value,  we may deduct a portion of the Account  Value being
withdrawn or surrendered as a CDSC. Certain amounts may be available to you each
annuity  year  that  are  not  subject  to  a  CDSC.   These  are  called  "Free
Withdrawals." In addition,  under certain  circumstances,  we may waive the CDSC
for surrenders made for qualified  medical  reasons or for  withdrawals  made to
satisfy  Minimum  Distribution  requirements.  Unless you notify us differently,
withdrawals  are taken  pro-rata  based on the Account  Value in the  investment
options at the time we receive your withdrawal  request.  Each of these types of
distributions is described more fully below.


ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?
For more information, see "Tax Considerations"


During the Accumulation Period
A distribution  during the accumulation  period is deemed to come first from any
"gain" in your  Annuity  and  second as a return  of your "tax  basis",  if any.
Distributions  from your  Annuity  are  generally  subject  to  ordinary  income
taxation on the amount of any investment gain. If you take a distribution  prior
to the taxpayer's age 59 1/2, you may be subject to a 10% penalty in addition to
ordinary  income taxes on any gain. You may wish to consult a  professional  tax
advisor for advice before requesting a distribution.

During the Annuitization Period
During the  annuitization  period, a portion of each annuity payment is taxed as
ordinary  income at the tax rate you are  subject to at the time you receive the
payment.  The Code and  regulations  have  "exclusionary  rules"  that we use to
determine what portion of each annuity  payment should be treated as a return of
any tax basis you have in the  Annuity.  Once the tax basis in the  Annuity  has
been distributed, the remaining annuity payments are taxable as ordinary income.
The tax basis in the Annuity may be based on the tax-basis from a prior contract
in the case of a 1035 exchange or other qualifying transfer.


CAN I WITHDRAW A PORTION OF MY ANNUITY?

Yes, you can make a withdrawal  during the  accumulation  phase.  We call this a
"Partial  Withdrawal."  The  amount  that you may  withdraw  will  depend on the
Annuity's  "Surrender Value",  which equals your Account Value as of the date we
process the  withdrawal  request net of any applicable  CDSC.  After any Partial
Withdrawal,  your Annuity must have a Surrender Value of at least $1,000,  or we
may treat the Partial  Withdrawal  request as a request to fully  surrender your
Annuity. The minimum Partial Withdrawal you may request is $100.


IS THERE A CHARGE FOR A PARTIAL WITHDRAWAL?

A CDSC may be assessed against a Partial Withdrawal.  Whether a CDSC applies and
the amount to be charged depends on whether the Partial  Withdrawal  exceeds any
Free Withdrawal  amount and, if so, the length of time that the Purchase Payment
being withdrawn has been invested in the Annuity.


If you request a Partial Withdrawal:
1.   we determine if the amount you requested is available as a Free  Withdrawal
     (in which case it would not be subject to a CDSC);

Then if the amount requested exceeds the available Free Withdrawal amount:
2.   we withdraw the amount from  Purchase  Payments that have been invested for
     longer than the CDSC period (with your Annuity, seven (7) years), if any;

Then if the amount requested exceeds that amount:
3.   we withdraw the remaining amount from the Purchase  Payments that are still
     subject  to a CDSC.  We  withdraw  the  amount  from the  "oldest"  of your
     Purchase  Payments,  which will result in the lowest CDSC being  applied to
     the amount withdrawn.


CAN I MAKE WITHDRAWALS FROM MY ANNUITY WITHOUT A CDSC?

Yes. During the accumulation  phase you may withdraw a limited amount of Account
Value  each  annuity  year from which we do not  deduct a CDSC.  This  amount is
called the "Free  Withdrawal"  amount.  Free  Withdrawals  are available to meet
liquidity  needs. The amount of any Free Withdrawal is not available at the time
an Annuity is  surrendered.  NOTE:  Withdrawals of any type made prior to age 59
1/2 may be subject to a 10% tax penalty.

HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?

The maximum Free Withdrawal amount during any Annuity Year is the greater of:
|X|  the "Growth" in the Annuity; or

|X|  10% of Purchase Payments that, as of the date of the withdrawal,  have been
     invested  for less  than the CDSC  period  (with  your  Annuity,  seven (7)
     years). The 10% amount is not cumulative.


"Growth" equals the current  Account Value less all Purchase  Payments that have
been  invested  for  less  than  the CDSC  period  and have not been  previously
withdrawn.  NOTE:  Free  withdrawals  do not  reduce the amount of any CDSC that
would apply upon a partial withdrawal or subsequent surrender.  The minimum Free
Withdrawal you may request is $100.


Examples

Assume you make a $10,000  Purchase  Payment at the time your Annuity is issued.
You  make  no  additional  Purchase  Payments,  yet due to  positive  investment
performance,  your Account Value is $14,000 in your second  Annuity  Year.  Your
maximum Free  Withdrawal  amount would be the greater of Growth  (Account  Value
minus Purchase  Payments = $4,000) or 10% of Purchase  Payments  ($1,000).  Your
maximum Free Withdrawal amount would therefore be $4,000.


Further  assume that in your third  annuity year,  you choose to surrender  your
Annuity.  Assume that after taking your $4,000 Free  Withdrawal  in Year 2, your
Account Value has increased to $11,000 due to positive  investment  performance.
Upon surrender,  we will deduct a CDSC of 6.0% based on the number of years that
your  Purchase  Payment  has been  invested  times the  amount of your  Purchase
Payment that has not been  previously  withdrawn  (6.0% of $10,000 = $600).  The
amount of the previous Free Withdrawal was not subject to a CDSC when withdrawn.
Therefore,  upon surrender, the amount of the entire Purchase Payment is subject
to the CDSC. You would receive $10,400. The Annual Maintenance Fee would also be
deducted if the Annuity is being surrendered.

When we  determine  if a CDSC  applies to  Partial  Withdrawals  and  Systematic
Withdrawals,  we will first  determine  what, if any,  amounts qualify as a Free
Withdrawal.  Those  amounts are not subject to the CDSC.  Partial  Withdrawal or
Systematic Withdrawal of amounts greater than the maximum Free Withdrawal amount
will be subject to a CDSC.

CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?
Yes.  We  call  these  "Systematic  Withdrawals."  You  can  receive  Systematic
Withdrawals of earnings  only,  principal plus earnings or a flat dollar amount.
Systematic  Withdrawals  may be subject to a CDSC. We will  determine  whether a
CDSC  applies  and  the  amount  in the  same  way  as we  would  for a  Partial
Withdrawal.

Systematic  Withdrawals can be made from Account Value allocated to the variable
investment options or Fixed Allocations.  Generally, Systematic Withdrawals from
Fixed  Allocations  are  limited  to  earnings  accrued  after  the  program  of
Systematic  Withdrawals  begins, or payments of fixed dollar amounts that do not
exceed  such  earnings.  Systematic  Withdrawals  are  available  on a  monthly,
quarterly, semi-annual or annual basis. The Surrender Value of your Annuity must
be at least  $20,000  before we will allow you to begin a program of  Systematic
Withdrawals.

The minimum  amount for each  Systematic  Withdrawal  is $100.  If any scheduled
Systematic  Withdrawal is for less than $100, we may postpone the withdrawal and
add the  expected  amount  to the  amount  that is to be  withdrawn  on the next
scheduled Systematic Withdrawal.

DO YOU OFFER A PROGRAM  FOR  WITHDRAWALS  UNDER  SECTION  72(t) OF THE  INTERNAL
REVENUE CODE?
Yes. If your Annuity is used as a funding vehicle for certain  retirement  plans
that receive  special tax treatment  under  Sections  401,  403(b) or 408 of the
Code,  Section 72(t) of the Code may provide an exception to the 10% penalty tax
on distributions made prior to age 59 1/2 if you elect to receive  distributions
as a series of "substantially equal periodic payments".  Distributions  received
under  this  provision  in any  annuity  year that  exceed  the  maximum  amount
available as a free  withdrawal  will be subject to a CDSC. To request a program
that  complies  with Section  72(t),  you must provide us with certain  required
information in writing on a form acceptable to us. We may require advance notice
to allow us to calculate the amount of 72(t) withdrawals. The Surrender Value of
your  Annuity  must be at least  $20,000  before  we will  allow  you to begin a
program for  withdrawals  under Section  72(t).  The minimum amount for any such
withdrawal is $100.

WHAT ARE  MINIMUM  DISTRIBUTIONS  AND WHEN WOULD I NEED TO MAKE  THEM?  See "Tax
Considerations" for a further discussion of Minimum Distributions.
Minimum  Distributions  are a type of  Systematic  Withdrawal  we  allow to meet
distribution  requirements  under Sections 401, 403(b) or 408 of the Code. Under
the Code,  you may be required to begin  receiving  periodic  amounts  from your
Annuity.  In such case,  we will  allow you to make  Systematic  Withdrawals  in
amounts that satisfy the minimum  distribution  rules under the Code.  We do not
assess a CDSC on Minimum  Distributions from your Annuity if you are required by
law to take  such  Minimum  Distributions  from your  Annuity  at the time it is
taken.  However,  a  CDSC  may be  assessed  on  that  portion  of a  Systematic
Withdrawal  that is taken to satisfy the minimum  distribution  requirements  in
relation to other savings or investment  plans under other qualified  retirement
plans not maintained with American Skandia.

If you request, we will calculate the annual required Minimum Distribution under
your  Annuity.  The  amount  of  the  required  Minimum  Distribution  for  your
particular situation may depend on other annuities,  savings or investments.  We
will only calculate the amount of your required  Minimum  Distribution  based on
the value of your Annuity.  We require three (3) days advance  written notice to
calculate  and  process  the  amount of your  payments.  We may  charge  you for
calculating  required  Minimum  Distributions.  You may  elect  to have  Minimum
Distributions paid out monthly,  quarterly,  semi-annually or annually. The $100
minimum  that  applies  to  Systematic  Withdrawals  does not  apply to  Minimum
Distributions.

CAN I SURRENDER MY ANNUITY FOR ITS VALUE?
Yes. During the  accumulation  phase you can surrender your Annuity at any time.
Upon surrender,  you will receive the Surrender Value, which equals your Account
Value as of the date we process the surrender  minus any applicable CDSC and the
Annual Maintenance Fee. Upon surrender of your Annuity,  you will no longer have
any rights under the Annuity.

WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?

Where  permitted  by law,  you may  request to  surrender  your  Annuity for its
Account  Value prior to the Annuity  Date without  application  of any CDSC upon
occurrence  of a  medically-related  "Contingency  Event".  This  waiver  of any
applicable  CDSC is  subject  to our  rules,  including  but not  limited to the
following:  |X| the Annuitant  must be named or any change of Annuitant  must be
accepted by us, prior to the "Contingency Event" described
     below;
|X| the  Annuitant  must be  alive as of the  date we pay the  proceeds  of such
surrender  request;  |X| if the Owner is one or more natural  persons,  all such
Owners must also be alive at such time;

|X|  we must receive  satisfactory  proof of the  Annuitant's  confinement  in a
     Medical Care Facility or Fatal Illness in writing on a form satisfactory to
     us; and

|X|  this  benefit is not  available  if the total  Purchase  Payments  received
     exceed $500,000 for all annuities  issued by us with this benefit where the
     same person is named as Annuitant.

A "Contingency Event" occurs if the Annuitant is:
|X|  first confined in a "Medical Care Facility"  while your Annuity is in force
     and remains confined for at least 90 days in a row; or
|X|  first diagnosed as having a "Fatal Illness" while your Annuity is in force.


The  definitions  of "Medical  Care  Facility"  and "Fatal  Illness," as well as
additional terms and conditions,  are provided in your Annuity. Specific details
and definitions in relation to this benefit may differ in certain jurisdictions.

WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?

Annuity  payments can be guaranteed for the life of the Annuitant,  for the life
of the Annuitant with a certain period guaranteed, or for a certain fixed period
of time with no life contingency. We currently make available fixed payments and
adjustable payments.
However, adjustable annuity payments may not be available on your Annuity Date.

You may choose an Annuity Date,  an annuity  option and the frequency of annuity
payments when you purchase an Annuity,  or at a later date.  You may change your
choices up to 30 days before the Annuity Date.  Any change to these options must
be in writing.  The  Annuity  Date must be the first or the  fifteenth  day of a
calendar month. A maximum Annuity Date may be required by law.


We currently offer the following  Annuity Payment  Options.  Additional  Annuity
Payment Options may be offered in the future.


The "key life" is the person or persons upon whose life annuity  payments with a
life contingency are based.


Option 1

Payments for Life: Under this option,  income is payable  periodically until the
death of the "key life". No additional annuity payments are made after the death
of the key life. Since no minimum number of payments is guaranteed,  this option
offers the largest amount of periodic  payments of the life  contingent  annuity
options.  It is possible  that only one payment  will be payable if the death of
the key life occurs  before the date the second  payment  was due,  and no other
payments nor death benefits would be payable.

Option 2

Payments for Life with 10, 15, or 20 Years Certain: Under this option, income is
payable  until the death of the key life.  However,  if the key life dies before
the end of the period selected (10, 15, or 20 years), the remaining payments are
paid to the Beneficiary until the end of such period.


Option 3
Payments Based on Joint Lives: Under this option, income is payable periodically
during the joint lifetime of two key lives, and thereafter  during the remaining
lifetime of the survivor,  ceasing with the last payment prior to the survivor's
death.  No minimum  number of payments is  guaranteed  under this option.  It is
possible that only one payment will be payable if the death of all the key lives
occurs  before the date the second  payment  was due,  and no other  payments or
death benefits would be payable.

Option 4
Payments for a Certain Period: Under this option, income is payable periodically
for a  specified  number  of  years.  If the payee  dies  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
any  assumptions of life  expectancy.  Therefore,  that portion of the Insurance
Charge  assessed  to cover  the risk  that key lives  outlive  our  expectations
provides no benefit to an Owner selecting this option.

HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?

Unless  prohibited by law, we require that you elect either a life annuity or an
annuity  with a certain  period of at least 5 years if any CDSC would apply were
you to surrender your Annuity on the Annuity Date. Therefore,  making a purchase
payment  within  seven years of the Annuity  Date  limits your  annuity  payment
options.

If you have not provided us with your Annuity Date or Annuity  Payment Option in
writing, then:

o    the Annuity Date will be the first day of the calendar month  following the
     later of the  Annuitant's  85th  birthday or the fifth  anniversary  of our
     receipt of your request to purchase an Annuity; and
o    the Annuity Payments,  where allowed by law, will be fixed monthly payments
     for life with 10 years certain (See Option 2).

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

HOW ARE ANNUITY PAYMENTS CALCULATED?

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

WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?

The person  upon whose  death the Death  Benefit is paid is referred to below as
the "decedent."

If the Annuity is owned by one or more  natural  persons,  the Death  Benefit is
payable upon the first death of an Owner.  If the Annuity is owned by an entity,
the  Death  Benefit  is  payable  upon  the  Annuitant's  death,  if there is no
Contingent  Annuitant.  If a  Contingent  Annuitant  was  designated  before the
Annuitant's death and the Annuitant dies, the Contingent  Annuitant then becomes
the Annuitant and a Death Benefit will not be paid at that time.

The Death Benefit calculation varies according to whether death occurs before or
after the contract anniversary date on or following the Owner's 80th birthday

The "Death Benefit Target Date" is the contract anniversary on or after the 80th
birthday of the current  Owner,  the oldest of either  joint Owner or, if entity
owned, the Annuitant.

The "Highest Anniversary Value" equals the greatest of all previous "Anniversary
Values" on or before the  earlier  of the  Owner's  date of death and the "Death
Benefit Target Date".

"Anniversary Value" is the Account Value on each anniversary of the Annuity plus
the  sum  of all  purchase  payments  since  the  anniversary  less  the  sum of
withdrawals since such anniversary.


Annuities with one Owner The Death Benefit is calculated as follows:


If the Owner dies before the Death Benefit Target Date, the Death Benefit equals
the greater of:
|X|    the Account Value in the Sub-accounts plus the Interim Value of any Fixed
       Allocations  (no MVA) as of the date we receive in writing  "due proof of
       death"; and
|X|    the sum of all Purchase  Payments  each  increasing  daily at an interest
       rate of 5% per year  minus  the sum of all  withdrawals  each  increasing
       daily,  from the date of each  withdrawal,  at an interest rate of 5% per
       year  to the  Owner's  date  of  death,  but  not to  exceed  200% of the
       difference  between the sum of all  Purchase  Payments and the sum of all
       withdrawals  as of the Owner's date of death plus the sum of all Purchase
       Payments  after  such  date  less the sum of all  withdrawals  since  the
       Owner's date of death; and
|X|    the "Highest  Anniversary Value" on or immediately  preceding the Owner's
       date of death plus the sum of all Purchase  Payments since such date less
       the sum of all withdrawals since such date.

If the Owner dies on or after the Death Benefit  Target Date,  the Death Benefit
equals the greater of:
|X|    the  Account  Value as of the date we receive  in  writing  "due proof of
       death" (an MVA may be  applicable  to amounts in any Fixed  Allocations);
       and
|X|    the sum of all  Purchase  Payments  received  prior to the Death  Benefit
       Target Date,  each  increasing  daily at an interest  rate of 5% per year
       minus the sum of all  withdrawals  received  prior to the  Death  Benefit
       Target Date,  each  increasing  daily at an interest rate of 5% per year,
       but not to exceed 200% of the difference  between the sum of all Purchase
       Payments and the sum of all  withdrawals  as of the Death Benefit  Target
       Date plus the sum of all Purchase  Payments  since such date less the sum
       of all withdrawals since the Death Benefit Target Date; and
|X|    the Highest  Anniversary  Value calculated as of the Death Benefit Target
       Date plus the sum of all Purchase  Payments  since such date less the sum
       of all withdrawals since such date.

Annuities with joint Owners
For Annuities  with Joint Owners,  the Death Benefit Target Date is the contract
anniversary on or after the 80th birthday of the oldest of the Joint Owners.  It
is not based upon the Joint Owner who dies first.  NOTE:  If you and your spouse
own the Annuity jointly,  we will pay the Death Benefit to the  Beneficiary.  If
the sole primary  Beneficiary is the surviving spouse, then the spouse can elect
to assume ownership of the Annuity.

Annuities owned by entities
For Annuities owned by an entity,  the Death Benefit Target Date is based on the
Annuitant's  age.  The  method of  calculating  the death  benefit  is as if the
Annuity had one Owner.

Examples of Death Benefit Calculation

The following are examples of how the Death Benefit is calculated.  Each example
assumes that a $50,000 initial  Purchase  Payment is made and that no additional
Purchase  Payments  or  withdrawals  are made prior to the Owner's  death.  Each
example assumes that there is one Owner who is age 50 on the Issue Date.

Example of market increase greater than 5% annual increase
Assume that the Owner's  Account Value has generally been  increasing  since the
Issue  Date.  On the  date we  receive  due  proof of death  (the  Owner's  58th
birthday),  the Account Value is $80,000.  The Highest  Anniversary Value on any
previous  anniversary  date is $72,000.  The Death  Benefit would be the Account
Value  ($80,000)  because  it is  greater  than the  Highest  Anniversary  Value
($72,000)  or the  sum of  prior  Purchase  Payments  increased  by 5%  annually
($70,000).


Example of market decrease

Assume that the Owner's Account Value has been decreasing  since the Issue Date.
On the date we  receive  due proof of death (the  Owner's  60th  birthday),  the
Account  Value  is  $48,000.  The  Highest  Anniversary  Value  on any  previous
anniversary  date is  $54,000.  The  Death  Benefit  would  be the sum of  prior
Purchase Payments  increased by 5% annually ($75,000) because it is greater than
the Highest Anniversary Value ($54,000) or the Account Value ($48,000)

Example of Highest Anniversary Value
Assume that the Owner's Account Value increased  significantly  during the first
five years following the Issue Date. On the fifth  anniversary  date the Account
Value was $82,000. During the sixth Annuity Year, the Account Value increases to
as high as $83,500 but then subsequently falls to $79,500 on the date we receive
due proof of death (the Owner's 56th  birthday).  The Death Benefit would be the
Highest  Anniversary  Value ($82,000)  which occurred on the fifth  anniversary,
even though the Account  Value was higher  during the sixth  Annuity  Year.  The
Account Value on the date we receive due proof of death ($79,500) is lower as is
the sum of prior Purchase Payments increase by 5% annually ($65,000).


Exceptions
There are  exceptions  to the Death Benefit if the decedent was not the Owner or
Annuitant as of the Issue Date and did not become the Owner or Annuitant  due to
the prior Owner's or Annuitant's  death. The Death Benefit will be suspended for
a two year period from the date he or she first  became Owner or  Annuitant.  If
that  person's  death  occurs  during the two year  suspension  period and on or
before the Death  Benefit  Target  Date,  the Death  Benefit will be the Account
Value in the Sub-accounts  plus the Interim Value in the Fixed  Allocations.  If
that person's death occurs during the two year  suspension  period and after the
applicable  Death Benefit  Target Date,  the Death Benefit is the Account Value.
After the two year suspension period is completed, the Death Benefit is the same
as if this person had been an Owner or Annuitant on the Issue Date.

WHAT OPTIONS ARE AVAILABLE TO MY BENEFICIARY UPON MY DEATH?
|X|    During the  accumulation  period,  if you die and the sole Beneficiary is
       your  spouse,  then your  spouse may elect to be  treated as the  current
       Owner. The Annuity can be continued, subject to its terms and conditions,
       in lieu of  receiving  the death  benefit.  Your  spouse may only  assume
       ownership of the Annuity if he or she is  designated  as the sole primary
       Beneficiary.

|X|    In the event of your death, the death 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.  Payments  under this  option  must
       begin within one year of the date of death.

WHEN DO YOU DETERMINE THE DEATH BENEFIT?
We  determine  the amount of the death  benefit  as of the date we receive  "due
proof of death" and any other  written  representations  we require to determine
the proper  payment of the Death  Benefit  to all  Beneficiaries.  "Due proof of
death" may include a certified copy of a death certificate,  a certified copy of
a decree of a court of  competent  jurisdiction  as to the  finding  of death or
other satisfactory proof of death.

We will require written  acknowledgment of all named Beneficiaries before we can
determine the Death  Benefit.  During the period from the date of death until we
receive all required  paper work, the amount of the Death Benefit may be subject
to market fluctuations.

VALUING YOUR INVESTMENT

HOW IS MY ACCOUNT VALUE DETERMINED?
During the  Accumulation  Period,  the Annuity has an Account Value. The Account
Value is determined  separately  for each  Sub-account  allocation  and for each
Fixed Allocation. The Account Value is the sum of the values of each Sub-account
allocation  and the value of each Fixed  Allocation.  The Account Value does not
reflect any CDSC that may apply to a withdrawal or surrender.  When  determining
the Account Value on a day other than a Fixed  Allocation's  Maturity  Date, the
Account  Value may include  any Market  Value  Adjustment  that would apply to a
Fixed Allocation (if withdrawn or transferred) on that day.

WHAT IS THE SURRENDER VALUE OF MY ANNUITY?
The  Surrender  Value of your  Annuity is the value  available to you on any day
during the  accumulation  period.  The Surrender  Value is equal to your Account
Value minus any CDSC and the Annual  Maintenance  Fee. The Surrender  Value will
also include any Market Value Adjustment that may apply.

HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?
When you allocate  Account Value to a Sub-Account,  you are purchasing  units of
the Sub-account. Each Sub-account invests exclusively in shares of an underlying
Portfolio.  The value of the Units fluctuate with the market fluctuations of the
Portfolios.  The value of the Units  also  reflect  the  daily  accrual  for the
Insurance Charge.

Each  Valuation  Day,  we  determine  the price for a Unit of each  Sub-account,
called the "Unit  Price."  The Unit Price is used for  determining  the value of
transactions  involving  Units of the  Sub-accounts.  We determine the number of
Units  involved  in  any  transaction  by  dividing  the  dollar  value  of  the
transaction by the Unit Price of the Sub-account as of the Valuation Day.

Example

Assume you allocate  $5,000 to a Sub-account.  On the Valuation Day you make the
allocation,  the Unit Price is $14.83.  Your  $5,000 buys  337.154  Units of the
Sub-account.  Assume that later,  you wish to  transfer  $3,000 of your  Account
Value out of that Sub-account and into another Sub-account. On the Valuation Day
you  request  the  transfer,  the Unit  Price of the  original  Sub-account  has
increased to $16.79.  To transfer  $3,000,  we sell 178.677 Units at the current
Unit Price,  leaving you 158.477  Units.  We then buy $3,000 of Units of the new
Sub-account  at the Unit Price of $17.83.  You would then have 168.255  Units of
the new Sub-account.

HOW DO YOU VALUE FIXED ALLOCATIONS?
During the Guarantee Period, we use the concept of an Interim Value. The Interim
Value can be calculated  on any day and is equal to the initial value  allocated
to a Fixed Allocation plus all interest credited to a Fixed Allocation as of the
date  calculated.  If you  made  any  transfers  or  withdrawals  from  a  Fixed
Allocation,  the Interim Value will reflect the  withdrawal of those amounts and
any interest credited to those amounts before they were withdrawn.  To determine
the Account Value of a Fixed Allocation on any day other than its Maturity Date,
we multiply  the Account  Value of the Fixed  Allocation  times the Market Value
Adjustment factor.


WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?


Initial  Purchase  Payments:  We are required to allocate your initial  Purchase
Payment to the  Sub-accounts  within  two (2) days  after we receive  all of our
requirements  to  issue  the  Annuity.  If we  do  not  have  all  the  required
information  to allow us to issue  your  Annuity,  we may  retain  the  Purchase
Payment  while we try to reach you or your  representative  to obtain all of our
requirements.  If we are unable to obtain all of our required information within
five (5) days,  we are  required to return the  Purchase  Payment to you at that
time,  unless you  specifically  consent to our retaining  the Purchase  Payment
while  we  gather  the  required  information.   Once  we  obtain  the  required
information,  we will invest the Purchase  Payment and issue the Annuity  within
two (2) days.  During  any  period  that we are  trying to obtain  the  required
information, your money is not invested.


Additional Purchase Payments:  We will apply any additional Purchase Payments on
the  Valuation  Day that we  receive  the  Purchase  Payment  with  satisfactory
instructions.

Scheduled  Transactions:  "Scheduled"  transactions  include  transfers  under a
Dollar Cost Averaging,  rebalancing,  or asset  allocation  program,  Systematic
Withdrawals,  Minimum Distributions or annuity payments.  Scheduled transactions
are processed and valued as of the date they are scheduled, unless the scheduled
day is not a Valuation Day. In that case, the transaction  will be processed and
valued on Valuation Day prior to the scheduled transaction date.

Unscheduled   Transactions:   "Unscheduled"   transactions   include  any  other
non-scheduled transfers and requests for Partial Withdrawals or Free Withdrawals
or  Surrenders.  Unscheduled  transactions  are  processed  and valued as of the
Valuation Day we receive the request at our Office in good order.


Medically-related  Surrenders  &  Death  Benefits:  Medically-related  surrender
requests  and death  benefit  claims  require our review and  evaluation  before
processing.  We price such  transactions as of the date we receive at our Office
all materials we require for such transaction and that are satisfactory to us.


TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?
Following are a brief summary of some of the Federal Tax considerations relating
to this Annuity.  However, since the tax law is complex and tax consequences are
affected by your  individual  circumstances,  this summary is not intended to be
fully comprehensive nor is it intended as tax advice. Therefore, you may wish to
consult  a  professional  tax  advisor  for tax  advice  as to  your  particular
situation.

HOW IS AMERICAN SKANDIA AND THE SEPARATE ACCOUNT TAXED?

The Separate Accounts are taxed as part of American Skandia. American Skandia is
taxed as a life  insurance  company  under Part I,  subchapter L of the Internal
Revenue  Code of 1986,  as amended (the  "Code").  No taxes are due on interest,
dividends  and  short-term  or  long-term  capital  gains earned by the Separate
Accounts with respect to the Annuities.


IN GENERAL, HOW ARE ANNUITIES TAXED?
Section 72 of the Code governs the taxation of annuities in general.  Generally,
taxation of the Annuity will depend on:

1.       whether the Annuity is used by:
o        a qualified  pension  plan,  profit  sharing  plan or other  retirement
         arrangement  that is eligible for special tax treatment  under the Code
         (for purposes of this discussion, a "Qualified Contract");
     VERSUS
o        an  individual  or a  corporation,  trust or  partnership  as a funding
         vehicle  for  retirement  or  investment   purposes  (a  "Non-qualified
         Contract); and

whether the Owner is an:
o        individual person or persons; or
o        entity including a corporation, trust or partnership.


Individual  Ownership:  If one or more individuals owns an Annuity, the Owner of
the Annuity is  generally  not taxed on any  increase in the value of an annuity
until an amount is received (a "distribution").  This is commonly referred to as
"tax  deferral".  A  distribution  can be in the  form  of a  lump  sum  payment
including  payment of a Death Benefit,  or in annuity  payments under one of the
annuity  payment   options.   Certain  other   transactions  may  qualify  as  a
distribution and be subject to taxation.


Entity Ownership:  If the Annuity is owned by an entity,  generally the Owner of
the  Annuity  must  currently  include  any  increase in the value of an annuity
during a tax year in its gross income, unless the Annuity is used as a Qualified
Contract.  An exception  from current  taxation  applies for annuities held by a
structured  settlement  company,  by an employer  with  respect to a  terminated
tax-qualified  retirement  plan,  a trust  holding  an annuity as an agent for a
natural  person,  or by a  decedent's  estate  by  reason  of the  death  of the
decedent.  A tax-exempt  entity for federal tax purposes  will not be subject to
income tax as a result of this provision.

HOW ARE DISTRIBUTIONS TAXED?
Distributions  from an Annuity are taxed as  ordinary  income and not as capital
gains.

Distributions  Before  Annuitization:   Distributions  received  before  annuity
payments  begin are  generally  treated  as coming  first  from  "income  on the
contract" and then as a return of the  "investment in the contract".  The amount
of any  distribution  that is treated as receipt of "income on the  contract" is
includible  in the  taxpayer's  gross  income and is taxable.  The amount of any
distribution  treated as a return of the  "investment  in the  contract"  is not
includible in gross income.

o    "Income on the  contract"  is  calculated  by  subtracting  the  taxpayer's
     "investment  in the  contract"  from the  aggregate  value of all  "related
     contracts" (discussed below).
o    "Investment  in the contract" is equal to total  purchase  payments for all
     "related  contracts"  minus 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.  Unless
     "after-tax"  contributions  have been  made to a  Qualified  Contract,  the
     "investment in the contract" for a Qualified Contract is zero.

Distributions After Annuitization: A portion of each annuity payment received on
or after the annuity date will generally be taxable. The taxable portion of each
annuity payment is determined by a formula which  establishes the ratio that the
"investment in the contract" bears to the total value of annuity  payments to be
made.  This is called the "exclusion  ratio." Any additional  payments  received
that exceed the exclusion ratio will be entirely includible in gross income. The
formula for  determining  the exclusion ratio differs between fixed and variable
annuity payments. When 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.


Penalty Tax on Distributions:

Penalty taxes on distributions from Qualified Contracts are discussed below.

Generally,  any  distribution  from an annuity  not used in  conjunction  with a
Qualified Contract is subject to a penalty equal to 10% of the amount includible
in  gross   income.   There  may  be  exceptions  to  this  penalty  on  certain
distributions, including:

o        Distributions  made on or after the taxpayer has attained the age of 59
         1/2;
o        Distributions made on or after the death of the contract owner, or, the
         death of the annuitant, if the owner is an individual;
o        Distributions attributable to the taxpayer's becoming disabled;
o        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);
o        Distributions  of  amounts  which are  treated as  "investments  in the
         contract"  made prior to August 14, 1982 o Payments  under an immediate
         annuity as defined in the Code;
o        Distributions  under a  qualified  funding  asset  under  Code  Section
         130(d); or
o        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.

Special rules applicable to "related contracts"
Contracts issued after October 21, 1988 by the same insurer to the same contract
owner  within the same  calendar  year (other than  certain  contracts  owned in
connection with a tax-qualified retirement arrangement) are to be treated as one
annuity  contract  when   determining  the  taxation  of  distributions   before
annuitization. We refer to these as "related contracts." In situations involving
"related  contracts"  we believe  that the values under such  contracts  and the
investment  in the  contracts  will be added  together to  determine  the proper
taxation of a distribution  described  under the section  "Distributions  before
Annuitization." Distributions will be treated as coming first from income on the
contract  until all of the income on all such "related  contracts" is withdrawn,
and  then  as a  return  of  the  investment  in the  contract.  There  is  some
uncertainty  regarding  the manner in which the Internal  Revenue  Service would
view "related  contracts" when one or more contracts are immediate  annuities or
are contracts that have been  annuitized.  The Internal  Revenue Service has not
issued regulations clarifying this issue as of the date of this Prospectus.  You
are  particularly  cautioned  to seek  advice  from your own tax advisor on this
matter.


Special concerns regarding "substantially equal periodic payments" Substantially
equal periodic payments are also known as "72(t) distributions".

Any  modification  to a program of  distributions  which are part of a scheduled
series of substantially equal periodic payments 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.  This does not apply when the modification is due by reason of
death or disability.  It is our understanding  that the Internal Revenue Service
may not consider a scheduled  series of  distributions to qualify under Sections
72(q) or 72(t) if the holder of the  annuity  retains  the right to modify  such
distributions  at will, even if such right is not exercised,  or, for a variable
annuity,  depending on how payments are structured.  [if the  distributions  are
based on a substantially equal dollar amount,  rather than a substantially equal
number of Units.]

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

Special rules in relation to tax-free exchanges under Section 1035
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 purchased through
a tax-free exchange of a life insurance,  annuity or endowment contract that was
purchased prior to August 14, 1982, then any distributions other than as annuity
payments will be considered to come:  |X| First,  from the amount of "investment
in the contract"  made prior to August 14, 1982 and exchanged  into the Annuity;
|X| Then, from any "income on the contract" that is attributable to the purchase
payments made prior to August 14, 1982
       (including income on such original purchase payments after the exchange);
|X| Then,  from any remaining  "income on the  contract";  and |X| Last from the
remaining "investment in the contract."

Therefore,  to the  extent a  distribution  is less than the  investment  in the
contract made prior to August 14, 1982, such amounts are not included in taxable
income.  Further,  distributions  received that are considered to be a return of
investment on the contract from purchase payments made prior to August 14, 1982,
such  distributions  are  not  subject  to the  10% tax  penalty.  In all  other
respects,  the  general  provisions  of the  Code  apply to  distributions  from
annuities obtained as part of such an exchange.

WHAT  TAX  CONSIDERATIONS  ARE  THERE  FOR  TAX-QUALIFIED  RETIREMENT  PLANS  OR
QUALIFIED CONTRACTS?
An  annuity  may  be  suitable  as  a  funding  vehicle  for  various  types  of
tax-qualified  retirement  plans.  We have  provided  summaries  of the types of
tax-qualified  retirement  plans  with  which  we may  issue an  Annuity.  These
summaries provide general  information about the tax rules and are not complete.
The tax rules  regarding  qualified  plans are complex.  These rules may include
limitations  on  contributions  and  restrictions  on  distributions,  including
additional  taxation  of  distributions  and  additional  penalties.  Owners are
cautioned  that any rights and benefits  under the Annuity are controlled by the
terms and  conditions of the  tax-qualified  retirement  plan  regardless of the
terms of the Annuity. The application of these rules depends on individual facts
and circumstances. Before purchasing an annuity for use in a qualified plan, you
should obtain competent tax advice, both as to the tax treatment and suitability
of such an  investment.  American  Skandia  does not  make all of its  annuities
available to these types of tax-qualified retirement plans.

Corporate Pension and Profit-sharing Plans
Annuities may be used to fund employee benefits of various corporate pension and
profit-sharing  plans  established by corporate  employers under Sections 401(a)
and  401(k) of the Code.  Contributions  to such  plans are not  taxable  to the
employee until distributions are made from the retirement plan. The Code imposes
limitations  on  the  amount  that  may  be   contributed   and  the  timing  of
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.

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 Sheltered Annuities
Under Section 403(b) of the Code a tax sheltered  annuity  ("TSA") is a contract
into  which  contributions  may be made for the  benefit of their  employees  by
certain  qualifying  employers such as, public  schools and certain  charitable,
educational and scientific  organizations  specified in Section 501(c)(3).  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 also apply.

Under a TSA, you may be prohibited from taking  distributions  from the contract
attributable  to  contributions  made pursuant to a salary  reduction  agreement
unless the distribution is made:
|X|      After the participating employee attains age 59 1/2;
|X|      Upon separation from service, death or disability; or
|X|      In the case of financial hardship (subject to restrictions)

Deferred Compensation 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.

Individual Retirement Programs or "IRAs"
Section 408 of the Code allows  eligible  individuals  to maintain an individual
retirement account or individual retirement annuity ("IRA"). IRAs are subject to
limitations on the amount that may be contributed, the contributions that may be
deducted from taxable income,  the persons who may be eligible and the time when
distributions  must  commence.  Further,  an Annuity may be used to  "roll-over"
distributions  from certain  tax-qualified  retirement  plans and maintain their
tax-deferral.

Roth IRAs
A form of IRA is also available called a "Roth IRA". Contributions to a Roth IRA
are not tax  deductible.  However,  distributions  from a Roth IRA are free from
federal  income taxes and are not subject to 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.

SEP IRAs
Eligible  employers  that  meet  specified  criteria  may  establish  Simplified
Employee Pensions or SEP IRAs using the employees' IRAs. Employer  contributions
that may be made to SEP IRAs are larger than the amounts that may be contributed
to other IRAs, and may be deductible to the employer.

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.

HOW ARE DISTRIBUTIONS FROM TAX-QUALIFIED RETIREMENT PLANS TAXED?
Distributions  from  tax-qualified  retirement  plans are generally  taxed under
Section 72 of the Code. Under these rules, a portion of each distribution may be
excludable  from  income.  The  excludable  amount  is  the  proportion  of  the
distribution  that is based on the amount of  investment  gain on the  after-tax
contributions.  Generally, a 10% penalty tax applies to the taxable portion of a
distribution  from a  tax-qualified  retirement  plan made  prior to age 59 1/2.
However, the 10% penalty tax does not apply when the distribution:  o is part of
a properly executed transfer to another IRA or another eligible  qualified plan;
o 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);
o    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;
o *is subsequent to a separation from service after the taxpayer attains age 55;
o *does not  exceed  the  employee's  allowable  deduction  in that tax year for
medical  care;  and o *is made to an  alternate  payee  pursuant  to a qualified
domestic relations order.

The exceptions above which are preceded by an * do not apply to IRAs.

Minimum  Distributions  after  age  70  1/2:  A  participant's   interest  in  a
tax-qualified  retirement  plan must  generally be  distributed,  or begin to be
distributed,  by the "required beginning date". This is generally not later than
April 1st of the calendar year  following the later of: |X| the calendar year in
which the  individual  attains age 70 1/2; or |X| the calendar year in which the
individual retires from service with the employer sponsoring the plan.

The  participant's  entire interest must be distributed  beginning no later than
the required  beginning date over a period which may not extend beyond a maximum
of the life  expectancy of the participant  and a designated  Beneficiary.  Each
annual distribution must equal or exceed a "minimum  distribution  amount" which
is determined by dividing the account value by the applicable  life  expectancy.
The account balance is generally based upon the account value as of the close of
business on the last day of the previous calendar year.
A larger annual distribution may be required under certain circumstances.

If the participant dies before reaching his or her required  beginning date, his
or her entire interest must generally be distributed within five years of death.
However,  this rule will be deemed satisfied if  distributions  begin before the
close of the calendar year following death to a designated  Beneficiary (or over
a period not extending  beyond the life expectancy of the  beneficiary).  If the
Beneficiary is the individual's  surviving spouse,  distributions may be delayed
until the individual would have attained age 70 1/2. If a participant dies after
reaching  his or  her  required  beginning  date  or  after  distributions  have
commenced,  the individual's  interest must generally be distributed at least as
rapidly  as under  the  method  of  distribution  in  effect  at the time of the
individual's death.

If the amount distributed is less than the minimum required distribution for the
year,  the  participant  is  subject  to a 50% tax on the  amount  that  was not
properly distributed.

GENERAL TAX CONSIDERATIONS

Diversification:  Section  817(h) of the Code provides  that a variable  annuity
contract,  in  order  to  qualify  as  an  annuity,  must  have  an  "adequately
diversified" segregated asset account (including investments in a mutual fund by
the segregated  asset account of insurance  companies).  If the  diversification
requirements  under the Code are not met and the  annuity  is not  treated as an
annuity,  the  taxpayer  will be subject to income tax on the annual gain in the
contract.  The Treasury  Department's  regulations prescribe the diversification
requirements for variable annuity  contracts.  We believe the underlying  mutual
fund portfolios should comply with the terms of these regulations.

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

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

Certain distributions,  including rollovers,  from most retirement plans, may be
subject to automatic 20%  withholding  for Federal  income taxes.  This will not
apply to:
o        any portion of a distribution paid as Minimum Distributions;
o        direct transfers to the trustee of another retirement plan;
o        distributions  from an  individual  retirement  account  or  individual
         retirement annuity;
o        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
o        certain other  distributions  where  automatic 20%  withholding may not
         apply.

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  "What  Are  Some  of the  Tax  Considerations  Regarding  Qualified
Retirement 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 owner (or former
spouse  incident  to a  divorce)  is  treated,  for income  tax  purposes,  as a
distribution.

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.

Considerations for Contingent Annuitants
There may be adverse tax  consequences  if a  contingent  annuitant  succeeds an
annuitant  when the  Annuity is owned by a trust that is neither  tax exempt nor
qualifies  for  preferred  treatment  under  certain  sections  of the Code.  In
general,  the Code is designed to prevent indefinite deferral of tax. Continuing
the benefit of tax deferral by naming one or more contingent annuitants when the
Annuity is owned by a  non-qualified  trust might be deemed an attempt to extend
the tax deferral for an indefinite period. Therefore,  adverse tax treatment may
depend on the terms of the trust, who is named as contingent annuitant,  as well
as the particular facts and  circumstances.  You should consult your tax advisor
before  naming a contingent  annuitant if you expect to use an Annuity in such a
fashion.

GENERAL INFORMATION

HOW WILL I RECEIVE STATEMENTS AND REPORTS?
We send any statements  and reports  required by applicable law or regulation to
you at your last known address of record.  You 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 Account
Value,  such as making additional  Purchase  Payments,  transfers,  exchanges or
withdrawals.  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.  Instead
of immediately  confirming  transactions  made pursuant to some type of periodic
transfer  program  (such as a  dollar  cost  averaging  program)  or a  periodic
Purchase Payment program, such as a salary reduction arrangement, we may confirm
such transactions in quarterly statements.  You should review the information in
these statements carefully.

All  errors  or  corrections  must be  reported  to us at our  Office as soon as
possible 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. We
may also send an annual report and a semi-annual  report  containing  applicable
financial statements, as of December 31 and June 30, respectively, to Owners or,
with your prior consent,  make such documents available  electronically  through
our Internet Website or other electronic means.

WHO IS AMERICAN SKANDIA?
American  Skandia Life  Assurance  Corporation  (the  "Company") is a stock life
insurance  company  domiciled in Connecticut  with licenses in all 50 states and
the District of Columbia.  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.

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.

The Company is in the business of issuing  variable  annuity and  variable  life
insurance  contracts.   The  Company  currently  offers  the  following  annuity
products:  (a) flexible premium deferred  variable  annuities and single premium
fixed deferred  annuities  that are registered  with the Securities and Exchange
Commission,  (b) certain other fixed deferred  annuities that are not registered
with the  Securities  and Exchange  Commission;  and (c) certain group  variable
annuities  that are exempt from  registration  with the  Securities and Exchange
Commission that serve as funding vehicles for various types of qualified pension
and profit  sharing  plans.  The  Company  recently  launched  a single  premium
variable life insurance product and a flexible premium life insurance product.

WHAT ARE SEPARATE ACCOUNTS?

The assets supporting our obligations under the Annuities may be held in various
accounts,  depending on the  obligation  being  supported.  In the  accumulation
phase,   assets  supporting   Account  Values  are  held  in  separate  accounts
established  under the laws of the State of Connecticut.  We are the legal owner
of assets in the separate accounts. In the payout phase, assets supporting fixed
annuity payments and any adjustable  annuity payments we make available are held
in our general account.  Income, gains and losses from assets allocated to these
separate  accounts are credited to or charged against each such separate account
without  regard to other income,  gains or losses of American  Skandia or of any
other  of  our  separate  accounts.  These  assets  may  only  be  charged  with
liabilities  which arise from the annuity  contracts  issued by American Skandia
Life Assurance Corporation.

Separate Account B
During the  accumulation  phase,  the  assets  supporting  obligations  based on
allocations to the variable  investment options are held in Class 1 Sub-accounts
of American Skandia Life Assurance Corporation Variable Account B, also referred
to  as  "Separate   Account  B".   Separate   Account  B  consists  of  multiple
Sub-accounts.  Separate  Account B was established by us pursuant to Connecticut
law.  Separate  Account B also holds assets of other annuities issued by us with
values  and  benefits  that vary  according  to the  investment  performance  of
Separate Account B. The Sub-accounts offered pursuant to this Prospectus are all
Class 1  Sub-accounts  of  Separate  Account  B. Each class of  Sub-accounts  in
Separate  Account B has a  different  level of  charges  assessed  against  such
Sub-accounts. You will find additional information about these underlying mutual
funds and portfolios in the prospectuses for such funds.

Separate  Account  B is  registered  with the SEC  under  the 1940 Act as a unit
investment trust, which is a type of investment  company.  This does not involve
any supervision by the SEC of the investment  policies,  management or practices
of Separate Account B. Each Sub-account  invests only in a single mutual fund or
mutual  fund  portfolio.  We reserve  the right to add  Sub-accounts,  eliminate
Sub-accounts,  to combine Sub-accounts, or to substitute underlying mutual funds
or portfolios of underlying mutual funds.

Values and benefits based on allocations to the Sub-accounts  will vary with the
investment  performance of the underlying  mutual funds or fund  portfolios,  as
applicable. We do not guarantee the investment results of any Sub-account.  Your
Account Value allocated to the Sub-accounts  may increase or decrease.  You bear
the entire investment risk

Separate Account D
During the accumulation  phase, assets supporting our obligations based on Fixed
Allocations  are held in American  Skandia Life Assurance  Corporation  Separate
Account D, also referred to as Separate Account D. Such obligations are based on
the fixed  interest  rates we credit to Fixed  Allocations  and the terms of the
Annuities.  These obligations do not depend on the investment performance of the
assets in Separate  Account D. Separate Account D was established by us pursuant
to Connecticut law.

There are no units in Separate  Account D. The Fixed  Allocations are guaranteed
by our  general  account.  An  Annuity  Owner who  allocates  a portion of their
Account Value to Separate  Account D does not participate in the investment gain
or loss on assets  maintained  in Separate  Account D. Such gain or loss accrues
solely  to us.  We retain  the risk  that the  value of the  assets in  Separate
Account D may drop below the reserves and other  liabilities  we must  maintain.
Should the value of the assets in Separate  Account D drop below the reserve and
other  liabilities  we must maintain in relation to the  annuities  supported by
such  assets,  we will  transfer  assets  from our  general  account to Separate
Account  D to make up the  difference.  We have  the  right to  transfer  to our
general account any assets of Separate  Account D in excess of such reserves and
other liabilities.  We maintain assets in Separate Account D supporting a number
of annuities we offer.


We have sole  discretion  over the  investment  managers  retained to manage the
assets maintained in Separate Account D. We currently employ investment managers
for Separate  Account D including,  but not limited to, J.P.  Morgan  Investment
Management Inc. Each manager we employ is responsible for investment  management
of a  different  portion of  Separate  Account  D. From time to time  additional
investment  managers  may be employed  or  investment  managers  may cease being
employed.  We are  under no  obligation  to  employ or  continue  to employ  any
investment manager(s).

We are not  obligated to invest  according to specific  guidelines or strategies
except as may be required by Connecticut and other state insurance laws.


WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?
Each underlying mutual fund is registered as an open-end  management  investment
company  under the  Investment  Company  Act of 1940.  Shares of the  underlying
mutual fund portfolios are sold to separate accounts of life insurance companies
offering variable annuity and variable life insurance  products.  The shares may
also be sold directly to qualified pension and retirement plans.

Voting Rights
We are the legal  owner of the shares of the  underlying  mutual  funds in which
Sub-accounts  invest.  However,  under  SEC  rules,  you have  voting  rights in
relation to Account  Value  maintained  in the  Sub-accounts.  If an  underlying
mutual fund portfolio  requests a vote of shareholders,  we will vote our shares
in  the  manner  directed  by  Owners  with  Account  Value  allocated  to  that
Sub-account.  Owners  have the  right to vote an amount  equal to the  number of
shares attributable to their contracts. If we do not receive voting instructions
in relation to certain shares,  we will vote those shares in the same manner and
proportion  as the  shares  for  which we have  received  instructions.  We will
furnish  those Owners who have Account Value  allocated to a  Sub-account  whose
underlying mutual fund portfolio has requested a "proxy" vote with the necessary
forms to  provide us with their  instructions.  Generally,  you will be asked to
provide  instructions for us to vote on matters such as changes in a fundamental
investment strategy, adoption of a new investment advisory agreement, or matters
relating to the structure of the  underlying  mutual fund that require a vote of
shareholders.

Material Conflicts
It is possible that differences may occur between companies that offer shares of
an  underlying  mutual fund  portfolio  to their  respective  separate  accounts
issuing variable annuities and/or variable life insurance products.  Differences
may also occur  surrounding the offering of an underlying  mutual fund portfolio
to variable  life  insurance  policies and variable  annuity  contracts  that we
offer.  Under  certain  circumstances,  these  differences  could be  considered
"material  conflicts," in which case we would take  necessary  action to protect
persons with voting  rights under our variable  annuity  contracts  and variable
life insurance policies against persons with voting rights under other insurance
companies' variable insurance  products.  If a "material conflict" were to arise
between  owners of  variable  annuity  contracts  and  variable  life  insurance
policies  issued by us we would  take  necessary  action to treat  such  persons
equitably in resolving the  conflict.  "Material  conflicts"  could arise due to
differences in voting instructions between owners of variable life insurance and
variable annuity  contracts of the same or different  companies.  We monitor any
potential conflicts that may exist.

WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?
American Skandia Marketing,  Incorporated ("ASM"), a wholly-owned  subsidiary of
American  Skandia  Investment  Holding  Corporation,   is  the  distributor  and
principal  underwriter of the securities  offered through this  prospectus.  ASM
acts as the  distributor of a number of annuity and life  insurance  products we
offer and both American Skandia Trust and American Skandia Advisor Funds,  Inc.,
a family of  retail  mutual  funds.  ASM's  principal  business  address  is One
Corporate Drive, Shelton,  Connecticut 06484. ASM is registered as broker-dealer
under the Securities and Exchange Act of 1934  ("Exchange  Act") and is a member
of the National Association of Securities Dealers, Inc. ("NASD").

The  Annuity is offered on a  continuous  basis.  ASM enters  into  distribution
agreements with independent broker-dealers who are registered under the Exchange
Act  and  with  entities  that  may  offer  the  Annuity  but  are  exempt  from
registration.   Applications   for  the  Annuity  are  solicited  by  registered
representatives of those firms. Such  representatives will also be our appointed
insurance  agents  under state  insurance  law. In  addition,  ASM may offer the
Annuity directly to potential purchasers.

Compensation  is paid to firms on sales of the Annuity  according to one or more
schedules.  The  individual   representative  will  receive  a  portion  of  the
compensation,  depending on the practice of the firm.  Compensation is generally
based on a  percentage  of  Purchase  Payments  made,  up to a maximum  of 7.0%.
Alternative  compensation  schedules are available  that provide a lower initial
commission plus ongoing annual compensation based on all or a portion of Account
Value. We may also provide  compensation for providing ongoing service to you in
relation to the Annuity.  Commissions and other compensation paid in relation to
the  Annuity do not result in any  additional  charge to you or to the  Separate
Account.

In addition, firms may receive separate compensation or reimbursement for, among
other  things,  training of sales  personnel,  marketing or other  services they
provide  to us or  our  affiliates.  We  or  ASM  may  enter  into  compensation
arrangements with certain firms.  These  arrangements will not be offered to all
firms and the terms of such  arrangements  may differ  between  firms.  Any such
compensation  will be paid by us or ASM and will not  result  in any  additional
charge to you. To the extent  permitted by NASD rules and other  applicable laws
and regulations,  ASM may pay or allow other promotional  incentives or payments
in the form of cash or other compensation.


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

Performance  information on the  Sub-accounts is based on past  performance only
and is not an indication or representation of future performance. Performance of
the  Sub-accounts  is not fixed.  Actual  performance  will  depend on the type,
quality and, for some of the  Sub-accounts,  the  maturities of the  investments
held by the  underlying  mutual funds or portfolios and upon  prevailing  market
conditions and the response of the underlying  mutual funds to such  conditions.
Actual performance will also depend on changes in the expenses of the underlying
mutual  funds or  portfolios.  Such  changes  are  reflected,  in  turn,  in the
Sub-accounts  which  invest in such  underlying  mutual  fund or  portfolio.  In
addition,  the amount of charges  assessed  against each Sub-account will affect
performance.

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

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

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

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

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


AVAILABLE INFORMATION
A Statement of Additional  Information  is available from us without charge upon
your request.  It includes further  information,  as described in the section of
this Prospectus entitled "Contents of the Statement of Additional  Information".
This  Prospectus  is  part of the  registration  statement  we  filed  with  the
Securities and Exchange  Commission ("SEC") regarding this offering.  Additional
information  on  us  and  this  offering  is  available  in  those  registration
statements and the exhibits thereto. You may obtain copies of these materials at
the prescribed rates from the SEC's Public Reference  Section,  450 Fifth Street
N.W.,  Washington,  D.C.,  20549.  You may inspect  and copy those  registration
statements and exhibits thereto at the SEC's public reference  facilities at the
above  address,  Room 1024,  and at the SEC's  Regional  Offices,  7 World Trade
Center,  New York,  NY, and the Everett  McKinley  Dirksen  Building,  219 South
Dearborn Street, Chicago, IL. These documents, as well as documents incorporated
by  reference,   may  also  be  obtained  through  the  SEC's  Internet  Website
(http://www.sec.gov)  for  this  registration  statement  as well  as for  other
registrants that file electronically with the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

To  the  extent  and  only  to the  extent  that  any  statement  in a  document
incorporated  by reference  into this  Prospectus is modified or superseded by a
statement in this  Prospectus or in a later-filed  document,  such  statement is
hereby deemed so modified or  superseded  and not part of this  Prospectus.  The
Annual Report on Form 10-K for the year ended December 31, 1998 previously filed
by the  Company  with  the SEC  under  the  Securities  Exchange  Act of 1934 is
incorporated by reference in this Prospectus.


We  will  furnish  you  without  charge  a copy  of any or all of the  documents
incorporated  by reference in this  Prospectus,  including  any exhibits to such
documents which have been specifically  incorporated by reference. We will do so
upon receipt of your written or oral request.

HOW TO CONTACT US You can contact us by:
|X|   calling our Concierge Desk at 1-800-752-6342; or
|X|   writing to us at American  Skandia Life  Assurance  Corporation,  P.O. Box
      883, Shelton, Connecticut 06484-0883, Attention: Concierge Desk; or
|X|   sending   us   an   email   to   our    electronic    mail    address   at
      [email protected];  or  |X|  accessing  information  about  your
      Annuity through our Internet Website at americanskandia.com.

We  may  require  that  you  present  proper  identification  before  performing
transactions over the telephone, email or through our Internet website. This may
include a Personal  Identification Number or PIN that will be provided to you on
or about the time that your Annuity is issued.  To the extent  permitted by law,
we will not be  responsible  for any  claims,  loss,  liability  or  expense  in
connection with a transaction  requested by telephone or other  electronic means
if  we  acted  on  such  transaction  instructions  after  following  reasonable
procedures to identify those persons authorized to perform  transactions on your
Annuity using  verification  methods which may include a request for your Social
Security  number,  PIN or other  form of  electronic  identification.  We may be
liable for losses due to unauthorized  or fraudulent  instructions if we did not
follow such procedures.


INDEMNIFICATION
Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the  "1933  Act") 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 1933 Act and
is therefore unenforceable.

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

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.
<TABLE>
<CAPTION>

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

<S>                                                           <C>                             <C>     <C>    <C>
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                                               Treasurer, Vice President,                  Treasurer, Vice President,
36                                                            and Controller                                         and 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                                               Director (since December, 1994)                        Vice President,
47                                                                                                             Business Development:
                                                                                                         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.
</TABLE>

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

<PAGE>






                                GLOSSARY OF TERMS

Many terms used within this Prospectus are described  within the text where they
appear.  The  description  of those terms are not  repeated in this  Glossary of
Terms.

Account  Value:  The  value  of  each  allocation  to a  Sub-account  or a Fixed
Allocation prior to the Annuity Date, plus any earnings, and/or less any losses,
distributions and charges.  The Account Value is calculated before we assess any
applicable  Contingent  Deferred Sales Charge and/or any Annual Maintenance Fee.
Account Value is determined  separately for each  Sub-account and for each Fixed
Allocation, and then totaled to determine Account Value for your entire Annuity.
Account  Value of each Fixed  Allocation  on other than its Maturity Date may be
calculated using a market value adjustment.

Annuity Date: The date you choose for annuity payments to commence. There may be
a maximum Annuity Date in certain states.

Annuity Year: A 12 month period  commencing on the Issue Date of the Annuity and
each successive 12 month period thereafter.

Code: The Internal Revenue Code of 1986, as amended from time to time.

Fixed Allocation:  An allocation of Account Value that is to be credited a fixed
rate of  interest  for a  specified  Guarantee  Period  during the  accumulation
period.

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

Interim  Value:  As of any particular  date, the initial value  allocated to the
Fixed  Allocation plus all interest  credited to the Fixed  Allocation as of the
date calculated, less any transfers or withdrawals from the Fixed Allocation.

Issue Date: The effective date of your Annuity.

MVA: A market value  adjustment  used in the  determination  of Account Value of
each Fixed Allocation on a day other than such Fixed Allocation's Maturity Date.

Owner: With an Annuity issued as an individual  annuity  contract,  the Owner is
either an eligible entity or person named as having ownership rights in relation
to the Annuity.  With an Annuity  issued as a certificate  under a group annuity
contract,  the  "Owner"  refers to the  person or entity  who has the rights and
benefits designated as to the "Participant" in the certificate.

Surrender Value: The value of your Annuity available upon surrender prior to the
Annuity  Date. It equals the Account Value as of the date we price the surrender
less any applicable CDSC and any applicable Annual Maintenance Fee.

Unit: A measure used to calculate your Account Value in a Sub-account during the
accumulation period.

Valuation  Day: Every day the New York Stock Exchange is open for trading or any
other day the Securities and Exchange  Commission  requires mutual funds or unit
investment trusts to be valued.



<PAGE>





























                                   APPENDIX A

                              FINANCIAL INFORMATION



<PAGE>


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

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

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



           Examples (amounts shown are rounded to the nearest dollar)

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

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

ASTLA Growth and Income                     
AST LA Small Cap Value                       
AST JanCap Growth                            
AST Janus Overseas Growth                
AST Money Market                         
AST Fed High Yield                           
AST T. Rowe Price Asset Allocation           
AST T. Rowe Price International Equity       
AST T. Rowe Price Natural Resources          
AST T. Rowe Price International Bond         
AST T. Rowe Price Small Company Value        
AST Janus Small-Cap            
AST Founders Passport                        
AST INVESCO Equity Income                    
AST PIMCO Total Return Bond                  
AST PIMCO Limited Maturity Bond              
AST Oppenheimer Large-Cap Growth                        
AST American Century International Growth   
AST American Century Strategic Balanced     
AST Putnam Value Growth & Income         
AST Putnam International Equity          
AST Putnam Balanced                      
AST Cohen & Steers Realty                    
AST Bankers Trust Enhanced 500               
AST Marsico Capital Growth                   
AST NB Mid-Cap Value                        
AST NB Mid-Cap Growth        
AST Kemper Small-Cap Growth               
AA Growth                               
AA Small Capitalization                 
AA MidCap Growth                                                    
MV Emerging Markets                     
LAT WF Equity Value                         

</TABLE>

<PAGE>


CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B
The  Unit  Prices  and  number  of  Units  in the  Sub-accounts  that  commenced
operations  prior to  January  1,  1998 are  shown  below.  All or some of these
Sub-accounts  were available during the periods shown as investment  options for
other  variable  annuities  we offer  pursuant to  different  prospectuses.  The
charges  assessed  against  the  Sub-accounts  under  the  terms of those  other
variable   annuities  are  the  same  as  the  charges   assessed  against  such
Sub-accounts under the Annuity offered pursuant to this Prospectus.

         Unit Prices And Numbers Of Units:  The following  table shows:  (a) the
Unit Price, as of the dates shown, for Units in each of the Class 1 Sub-accounts
of Separate Account B that commenced operations prior to January 1, 1998 and are
being offered  pursuant to this Prospectus or which we offer pursuant to certain
other  prospectuses;  and (b) the  number  of  Units  outstanding  in each  such
Sub-account  as of the dates shown.  The year in which  operations  commenced in
each  such  Sub-account  is  noted in  parentheses.  The  portfolios  in which a
particular Sub-account invests may or may not have commenced operations prior to
the date such Sub-account commenced  operations.  The initial offering price for
each Sub-account was $10.00.





            Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                         AA                                                             AST
                        Small                            AA              AST          Putnam
                       Capitali-         AA            MidCap          Money        International    AST Founders       AST JanCap
                       zation          Growth          Growth          Market         Equity          Passport          Growth
                       (1988)          (1988)          (1993)          (1992)         (1989)           (1995)           (1992)
                       ------          ------          ------          ------         ------           ------           ------
No. of Units
<S>                <C>             <C>             <C>             <C>             <C>               <C>              <C>       
  as of 12/31/97   13,866,126      15,854,570      14,687,032      66,869,998      17,534,233        9,988,104        62,486,302
  as of 12/31/96   14,939,269      15,666,357      14,528,945      42,435,169      17,220,688        9,922,698        46,779,164
  as of 12/31/95   12,317,364      12,092,291       8,299,743      30,564,442      14,393,137        2,601,283        28,662,737
  as of 12/31/94    9,356,764       5,614,760       4,308,374      27,491,389      14,043,215                0        22,354,170
  as of 12/31/93    7,101,658       2,997,458       1,450,892      11,422,783       9,063,464                0        13,603,637
  as of 12/31/92    4,846,024       1,482,037               0         457,872       1,948,773                0         1,476,139
  as of 12/31/91    2,172,189         559,779               0               0       1,092,902                0                 0
  as of 12/31/90      419,718          82,302               0               0         398,709                0                 0
  as of 12/31/89       35,438           6,900               0               0          29,858                0                 0
  as of 12/31/88        3,000               0               0               0               0                0                 0

Unit Price
  as of 12/31/97       $44.87          $43.20          $23.76          $11.57          $22.95           $11.46            $23.83
  as of 12/31/96        40.85           34.84           20.96           11.16           19.70            11.39             18.79
  as of 12/31/95        39.78           31.18           19.00           10.77           18.23            10.23             14.85
  as of 12/31/94        27.95           23.18           13.34           10.35           16.80                0             10.91
  as of 12/31/93        29.65           23.18           13.74           10.12           16.60                0             11.59
  as of 12/31/92        26.54           19.19               0           10.01           12.37                0             10.51
  as of 12/31/91        26.00           17.32               0               0           13.69                0                 0
  as of 12/31/90        16.74           12.51               0               0           12.98                0                 0
  as of 12/31/89        15.61           12.19               0               0           13.64                0                 0
  as of 12/31/88         9.63            9.96               0               0               0                0                 0
</TABLE>



            Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                         LA                                                       AST T. Rowe       AST T. Rowe      AST T. Rowe
                       Growth            AST           AST NB          AST Fed        Price            Price            Price
                         and           Putnam          Mid-Cap          High           Asset        International       Natural
                       Income         Balanced         Value           Yield       Allocation         Equity          Resources
                       (1992)          (1993)          (1993)          (1994)         (1994)           (1994)           (1995)
No. of Units
<S>                <C>             <C>             <C>             <C>             <C>              <C>                <C>      
  as of 12/31/97   42,197,002      22,109,373      11,745,440      29,663,242      13,524,781       37,784,426         7,550,076
  as of 12/31/96   28,937,085      20,691,852       9,062,152      15,460,522       8,863,840       32,628,595         6,061,852
  as of 12/31/95   18,411,759      20,163,848       8,642,186       6,915,158       4,868,956       17,935,251           808,605
  as of 12/31/94    7,479,449      13,986,604       7,177,232       2,106,791       2,320,063       11,166,758                 0
  as of 12/31/93    4,058,228       8,743,758       5,390,887               0               0                0                 0
  as of 12/31/92      956,949               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0

Unit Price
  as of 12/31/97       $21.74          $15.98          $16.72          $14.13          $15.53           $11.69            $14.46
  as of 12/31/96        17.79           13.70           13.41           12.62           13.30            11.70             14.19
  as of 12/31/95        15.22           12.49           12.20           11.27           11.92            10.39             11.01
  as of 12/31/94        11.98           10.34            9.81            9.56            9.80             9.49                 0
  as of 12/31/93        11.88           10.47           10.69               0               0                0                 0
  as of 12/31/92        10.60               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0
</TABLE>


            Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                    AST T. Rowe                                      AST PIMCO     AST PIMCO
                        Price         AST Janus      AST INVESCO       Total         Limited         AST NB
                    International     Small-Cap        Equity          Return        Maturity         Mid-Cap          AST NB
                        Bond           Growth1          Income           Bond           Bond            Growth         Partners
                       (1994)          (1994)          (1994)          (1994)         (1995)           (1994)           (1995)
                       ------          -----           ------          ------         ------           ------           ------
No. of Units
<S>                <C>             <C>             <C>             <C>             <C>              <C>               <C>       
  as of 12/31/97   12,089,872      14,662,728      33,420,274      44,098,036      25,008,310       11,293,799        31,834,555
  as of 12/31/96    8,677,712      12,282,211      23,592,226      29,921,643      18,894,375        9,563,858        18,457,334
  as of 12/31/95    4,186,695       6,076,373      13,883,712      19,061,840      15,058,644        3,658,836         7,958,498
  as of 12/31/94    1,562,364       2,575,105       6,633,333       4,577,708               0          301,267                 0
  as of 12/31/93            0               0               0               0               0                0                 0
  as of 12/31/92            0               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0

Unit Price
  as of 12/31/97       $10.45          $17.28          $17.31          $12.44          $11.26           $16.10            $19.92
  as of 12/31/96        10.98           16.54           14.23           11.48           10.62            13.99             15.39
  as of 12/31/95        10.51           13.97           12.33           11.26           10.37            12.20             12.05
  as of 12/31/94         9.59           10.69            9.61            9.61               0             9.94                 0
  as of 12/31/93            0               0               0               0               0                0                 0
  as of 12/31/92            0               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0
</TABLE>



            Sub-account and the Year Sub-account Operations Commenced

<TABLE>
<CAPTION>
                   AST Oppenheimer       MV              AST    AST American   AST American Century   AST       AST T. Rowe Price
                     Large-Cap        Emerging    Putnam Value Century Strategic   International     Janus        Small Company
                       Growth2          Markets     Growth & Income    Balanced        Growth      Overseas Growth       Value
                       (1996)          (1996)          (1997)          (1997)         (1997)           (1997)           (1997)
No. of Units
<S>                <C>             <C>              <C>             <C>             <C>             <C>               <C>       
  as of 12/31/97   18,736,994      10,371,104       9,523,815       2,560,866       2,857,188       21,405,891        14,612,510
  as of 12/31/96    4,324,161       2,360,940               0               0               0                0                 0
  as of 12/31/95            0               0               0               0               0                0                 0
  as of 12/31/94            0               0               0               0               0                0                 0
  as of 12/31/93            0               0               0               0               0                0                 0
  as of 12/31/92            0               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0

Unit Price
  as of 12/31/97       $12.33          $10.05          $12.06          $11.18          $11.35           $11.70            $12.70
  as of 12/31/96        10.89           10.25               0               0               0                0                 0
  as of 12/31/95            0               0               0               0               0                0                 0
  as of 12/31/94            0               0               0               0               0                0                 0
  as of 12/31/93            0               0               0               0               0                0                 0
  as of 12/31/92            0               0               0               0               0                0                 0
  as of 12/31/91            0               0               0               0               0                0                 0
  as of 12/31/90            0               0               0               0               0                0                 0
  as of 12/31/89            0               0               0               0               0                0                 0
  as of 12/31/88            0               0               0               0               0                0                 0
</TABLE>



            Sub-account and the Year Sub-account Operations Commenced

                     AST Marsico
                       Capital
                       Growth
                       (1997)
No. of Units
- ------------
  as of 12/31/97      714,309
  as of 12/31/96            0
  as of 12/31/95            0
  as of 12/31/94            0
  as of 12/31/93            0
  as of 12/31/92            0
  as of 12/31/91            0
  as of 12/31/90            0
  as of 12/31/89            0
  as of 12/31/88            0

Unit Price
- ----------
  as of 12/31/97       $10.03
  as of 12/31/96            0
  as of 12/31/95            0
  as of 12/31/94            0
  as of 12/31/93            0
  as of 12/31/92            0
  as of 12/31/91            0
  as of 12/31/90            0
  as of 12/31/89            0
  as of 12/31/88            0


1 The AST Janus  Small-Cap  Growth  Portfolio  was formerly  called the Founders
Capital  AppreciationPortfolio.  The portfolio  name,  investment  objective and
policies were changed pursuant to a shareholder vote on December 30, 1998.

2 The AST  Oppenheimer  Large-Cap  Growth  Portfolio  was  formerly  called  the
Robertson  Stephens Value + Growth  Portfolio.  The portfolio  name,  investment
objective and policies were changed  pursuant to a shareholder  vote on December
30, 1998.

Information  is not shown for  Sub-accounts  that had not  commenced  operations
prior to January 1, 1998
<PAGE>


                                   APPENDIX B

                  FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA
                           (TO BE FILED BY AMENDMENT)


<PAGE>


                   American Skandia Life Assurance Corporation
                            Attention: Concierge Desk

                              For Written Requests:

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                            For Electronic Requests:

                           [email protected]

                             For Requests by Phone:

                                 1-800-752-6342


- --------------------------------------------------------------------------------
PLEASE SEND ME A STATEMENT  OF  ADDITIONAL  INFORMATION  THAT  CONTAINS  FURTHER
DETAILS ABOUT THE AMERICAN  SKANDIA ANNUITY  DESCRIBED IN PROSPECTUS  ASPro-PROS
(05/99).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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


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



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



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




<PAGE>


ADDITIONAL   INFORMATION:   Inquiries   will  be   answered   by  calling   your
representative or by writing to:
                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

                           [email protected]



                            Issued by: Serviced at:

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

                                 Distributed by:

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



ASPro
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution:  Not Applicable.

Item 15. Indemnification of Directors and Officers: Under Section 33-320a of the
Connecticut  General  Statutes,  the  Registrant  must  indemnify  a director or
officer  against  judgments,  fines,  penalties,  amounts paid in settlement and
reasonable expenses including attorneys' fees, for actions brought or threatened
to be brought  against him in his capacity as a director or officer when certain
disinterested  parties  determine that he acted in good faith and in a manner he
reasonably  believed  to be in the  best  interests  of the  Registrant.  In any
criminal  action or proceeding,  it also must be determined that the director or
officer  had no reason to believe  his conduct  was  unlawful.  The  director or
officer  must also be  indemnified  when he is  successful  on the merits in the
defense of a proceeding or in circumstances  where a court determines that he is
fairly and  reasonable  entitled to be  indemnified,  and the court approves the
amount. In shareholder derivative suits, the director or officer must be finally
adjudged  not to have  breached  this  duty to the  Registrant  or a court  must
determine that he is fairly and reasonably  entitled to be indemnified  and must
approve the amount.  In a claim based upon the director's or officer's  purchase
or sale of the  Registrants'  securities,  the  director  or officer  may obtain
indemnification   only  if  a  court   determines  that,  in  view  of  all  the
circumstances,  he is fairly and reasonably  entitled to be indemnified and then
for such amount as the court shall  determine.  The By-Laws of American  Skandia
Life Assurance  Corporation  ("ASLAC") also provide  directors and officers with
rights of indemnification, consistent with Connecticut Law.

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

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

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

<TABLE>
<CAPTION>
<S>  <C>  <C>                                                                                        <C>       <C>
Item 16.  Exhibits and Financial Statement Schedules:

         Exhibits                                                                                              Page

   
1        Underwriting  agreement  incorporated  by reference  to  Post-Effective
         Amendment No. 1 to Registration Statement No. 33-26122,  filed March 1,
         1990  Filed  via  EDGAR  with   Post-Effective   Amendment   No.  1  to
         Registration Statement No. 333-25733, filed March 2, 1998.
    

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

   
3        Articles of  incorporation  and by-laws  incorporated  by  reference to
         Pre-Effective  Amendment No. 2 to Registration  Statement No. 33-19363,
         filed July 27, 1988. Filed via EDGAR with Post-Effective  Amendment No.
         6 to Registration Statement No. 33-87010, filed March 2, 1998.

4        Instruments   defining  the  rights  of  security  holders,   including
         indentures  incorporated by reference to Pre-Effective  Amendment No. 1
         to Registration Statement No. 333-26685, filed via EDGAR July 22, 1997
    


5                                                                                                   Opinion re legality
Included as Exhibit 23(b)

6 - 9                                                                                                Not applicable

10       Material contracts (Investment Management Agreement)

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

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

11 - 22                                                                                              Not applicable

   
23a      (1)  Consent of Ernst & Young LLP                                                           TO BE FILED BY AMENDMENT
    
       
         (2)  Consent of Deloitte & Touche LLP                                                       TO BE FILED BY AMENDMENT

23b      Opinion & Consent of Werner & Kennedy                                                       TO BE FILED BY AMENDMENT
24       Power of Attorney

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

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

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

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

Item 17.  Undertakings:  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

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


<PAGE>











                                                 Exhibits

Exhibit 23a      (1)  Consent of Ernst & Young LLP      TO BE FILED BY AMENDMENT
                 (2)  Consent of Deloitte & Touche LLP  TO BE FILED BY AMENDMENT

Exhibit 23b     Opinion and Consent of Werner & Kennedy TO BE FILED BY AMENDMENT



                                 SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing  on Form S-2 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Shelton, State of Connecticut, January 6, 1999.

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                   Registrant


By:/s/ Kathleen A. Chapman                       Attest:/s/ Soctt K. Richardson
Kathleen A. Chapman, Assistant Corporate Secretary          Scott K. Richardson

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

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

                                             (Principal Executive Officer)


           Jan R. Carendi*                        Chief Executive Officer,            January 6, 1999
           Jan R. Carendi                    Chairman of the Board and Director

                                             (Principal Financial Officer)
   /s/ Thomas M. Mazzaferro                  Executive Vice President and             January 6, 1999
        Thomas M. Mazzaferro                       Chief Financial Officer

                                             (Principal Accounting Officer)
  /s/ David R. Monroe                        Treasurer, Vice President and            January 6, 1999
        David R. Monroe                                Controller



                              (Board of Directors)


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

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

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

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

                                                  Nancy F. Brunetti*
                                                    Nancy F. Brunetti 


                                *By: /s/Kathleen A. Chapman
                                        Kathleen A. Chapman
<FN>
*Pursuant to Powers of Attorney  filed with Initial Registration Statement No. 333-25733
      
</FN>
</TABLE>




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