AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
424B3, 2000-10-24
INSURANCE CARRIERS, NEC
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                                    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  contents  of  the  Statement  of  Additional
Information  are described on page 53. The Annuity or certain of its  investment
options and/or  features may not be available in all states.  Various rights and
benefits may differ between states to meet applicable  laws and/or  regulations.
In  particular,  please  refer  to  Appendix  C for  a  description  of  certain
provisions that apply to Annuities sold to New York residents. 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 "qualified" investments,  including an IRA, SEP-IRA, Roth
IRA or Tax Sheltered  Annuity (or 403(b)).  It may also be used as an investment
vehicle for "non-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.

When an Annuity is purchased as a  non-qualified  investment,  you generally are
not taxed on any investment  gains the Annuity earns until you make a withdrawal
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.  However,  when an Annuity is
purchased as a "qualified"  investment,  you receive  preferential tax treatment
under the Internal Revenue Code.  Purchasing an Annuity as an investment vehicle
for a "qualified"  investment  does not provide any additional tax advantages to
that already  available  through your retirement plan under the Internal Revenue
Code.


WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITY?
|X|    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.

|X|    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.


|X|    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.  The variable
       investment  options,  each a Class 1 Sub-account of American Skandia Life
       Assurance  Corporation Variable Account B, invest 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,  Wells Fargo Variable Trust,  Rydex Variable
       Trust,  INVESCO  Variable  Investment  Funds,  Inc.,  Evergreen  Variable
       Annuity Trust, ProFund VP and First Defined Portfolio Fund LLC.


|X|    During the payout period,  commonly called "annuitization," you can elect
       to receive annuity  payments (1) for life; (2) for life with a guaranteed
       minimum  number  of  payments;  (3)  based  on  joint  lives;  (4)  for a
       guaranteed number of payments; or other options we may make available.


|X|    This Annuity  offers a basic Death  Benefit.  It also offers two Optional
       Death  Benefits  that provide an enhanced  level of  protection  for your
       beneficiary(ies) for an additional charge.


--------------------------------------------------------------------------------
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, 2000,
revised effective October 23, 2000
                          Statement of Additional Information Dated: May 1, 2000
ASAP2-PROS- (10/2000)                                                 ASAPIIPROS



<PAGE>


WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITY? (Continued)
|X|    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.


|X|    Transfers between  investment  options are tax-free.  You may make twenty
       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.
There is no age  restriction to purchase the Annuity.  However,  the basic Death
Benefit provides greater protection for persons under age 90.

================================================================================
American  Skandia  offers  several  different  annuities  which  your  financial
professional  may be  authorized  to offer to you.  Each  annuity has  different
features and benefits that may be  appropriate  for you based on your  financial
situation,  your  age and how you  intend  to use  the  annuity.  The  different
features  and benefits  include  variations  in death  benefit  protection,  the
ability to access your annuity's  account value and the charges that you will be
subject to if you choose to surrender the annuity. The fees and charges may also
be different between each annuity.

If you are purchasing the Annuity as a replacement for existing variable annuity
or variable life coverage,  you should consider any surrender or penalty charges
you may incur when replacing your existing coverage and that this Annuity may be
subject to a contingent  deferred  sales  charge if you elect to  surrender  the
Annuity or take a partial  withdrawal.  You should  consider your need to access
the annuity's  account value and whether the annuity's  liquidity  features will
satisfy that need.


If you are purchasing an Annuity as an investment  vehicle for a retirement plan
that receives  preferential  tax treatment under the Internal Revenue Code (such
as an IRA or Tax Sheltered  Annuity),  you should consider that the Annuity does
not provide any additional tax advantages to that already available through your
retirement  plan under the Internal  Revenue Code. An Annuity may offer features
and  benefits  in addition  to  providing  tax  deferral  that other  investment
vehicles  may  not  offer,   including   death  benefit   protection   for  your
beneficiaries,  lifetime  income  options,  and the  ability  to make  transfers
between  numerous  variable  investment  options offered under the Annuity.  You
should  consult  with your  financial  professional  as to whether  the  overall
benefits  and costs of the  Annuity are  appropriate  considering  your  overall
financial plan.


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

<TABLE>
<CAPTION>
                               Mailing Addresses:

New Business/Additional Purchase Payments:                                                                      Exchange Paperwork:

<S>                                                                                     <C>
American Skandia Life Assurance Corporation                                             American Skandia Life Assurance Corporation
P.O. Box 7040                                                                                                         P.O. Box 7039
Bridgeport, CT  06601-7040                                                                               Bridgeport, CT  06601-7039



All other correspondence:                                                                                   Express/Overnight Mail:

American Skandia Life Assurance Corporation                                             American Skandia Life Assurance Corporation
P.O. Box 7038                                                                                                 Three Corporate Drive
Bridgeport, CT  06601-7038                                                                                       Shelton, CT  06484
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                                                                              <C>
GLOSSARY OF TERMS..................................................................................................................5


SUMMARY OF CONTRACT FEES AND CHARGES...............................................................................................6


EXPENSE EXAMPLES...................................................................................................................9


INVESTMENT OPTIONS................................................................................................................12

   WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?.............................................................12
   WHAT ARE THE FIXED INVESTMENT OPTIONS?.........................................................................................23

FEES AND CHARGES..................................................................................................................24

   WHAT ARE THE CONTRACT FEES AND CHARGES?........................................................................................24
   WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?..................................................................25
   WHAT CHARGES ARE ASSESSED BY THE PORTFOLIOS?...................................................................................25
   WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?...................................................................................25
   WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?..............................................................................25

PURCHASING YOUR ANNUITY...........................................................................................................25

   WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?..........................................................................25

MANAGING YOUR ANNUITY.............................................................................................................26

   MAY I CHANGE THE OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS?................................................................26
   MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?..................................................................................26
   MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?.......................................................................................26
   MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?...................................................................26
   MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...............................................................27

MANAGING YOUR ACCOUNT VALUE.......................................................................................................27

   HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?...................................................................................27
   ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.....................................................27
   DO YOU OFFER DOLLAR COST AVERAGING?............................................................................................28
   DO YOU OFFER ANY AUTOMATIC REBALANCING PROGRAMS?...............................................................................28
   DO YOU OFFER A PROGRAM TO BALANCE FIXED AND VARIABLE INVESTMENTS?..............................................................28
   MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?..............................................................29
   HOW DO THE FIXED INVESTMENT OPTIONS WORK?......................................................................................29
   HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?..............................................................................29
   HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.....................................................................................30
   WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?.................................................................................30
   ADDITIONAL AMOUNTS IN THE FIXED ALLOCATIONS....................................................................................31

AMERICAN SKANDIA'S PERFORMANCE ADVANTAGE..........................................................................................31


ACCESS TO ACCOUNT VALUE...........................................................................................................31

   WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...............................................................................31
   ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?..................................................................................31
   CAN I WITHDRAW A PORTION OF MY ANNUITY?........................................................................................32
   IS THERE A CHARGE FOR A PARTIAL WITHDRAWAL?....................................................................................32
   CAN I MAKE WITHDRAWALS FROM MY ANNUITY WITHOUT A CDSC?.........................................................................32
   HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?..................................................................................32
   CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?...............................................33
   DO YOU OFFER A PROGRAM FOR WITHDRAWALS UNDER SECTION 72(T) OF THE INTERNAL REVENUE CODE?.......................................34
   WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.............................................................34
   CAN I SURRENDER MY ANNUITY FOR ITS VALUE?......................................................................................34
   WHAT IS A MEDICALLY-RELATED SURRENDER AND HOW DO I QUALIFY?....................................................................34
   WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?........................................................35
   HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?...........................................................................35
   HOW ARE ANNUITY PAYMENTS CALCULATED?...........................................................................................35



<PAGE>



DEATH BENEFIT.....................................................................................................................36

   WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?..................................................................................36
   DEATH BENEFIT OPTIONS..........................................................................................................36

VALUING YOUR INVESTMENT...........................................................................................................38

   HOW IS MY ACCOUNT VALUE DETERMINED?............................................................................................38
   WHAT IS THE SURRENDER VALUE OF MY ANNUITY?.....................................................................................38
   HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?....................................................................................39
   HOW DO YOU VALUE FIXED ALLOCATIONS?............................................................................................39
   WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?....................................................................................39

TAX CONSIDERATIONS................................................................................................................40

   WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?...............................................................40
   HOW ARE AMERICAN SKANDIA AND THE SEPARATE ACCOUNTS TAXED?......................................................................40
   IN GENERAL, HOW ARE ANNUITIES TAXED?...........................................................................................40
   HOW ARE DISTRIBUTIONS TAXED?...................................................................................................40
   WHAT TAX CONSIDERATIONS ARE THERE FOR TAX-QUALIFIED RETIREMENT PLANS OR QUALIFIED
      CONTRACTS?..................................................................................................................42
   HOW ARE DISTRIBUTIONS FROM QUALIFIED CONTRACTS TAXED?..........................................................................43
   GENERAL TAX CONSIDERATIONS.....................................................................................................44

GENERAL INFORMATION...............................................................................................................45

   HOW WILL I RECEIVE STATEMENTS AND REPORTS?.....................................................................................45
   WHO IS AMERICAN SKANDIA?.......................................................................................................45
   WHAT ARE SEPARATE ACCOUNTS?....................................................................................................45
   WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?...........................................................................46
   WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?.........................................................................47
   AVAILABLE INFORMATION..........................................................................................................48
   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................................48
   HOW TO CONTACT US..............................................................................................................48
   INDEMNIFICATION................................................................................................................49
   LEGAL PROCEEDINGS..............................................................................................................49
   EXECUTIVE OFFICERS AND DIRECTORS...............................................................................................49
   CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............................................................................53

APPENDIX A - FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA..........................................................................1


APPENDIX B - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT B..............................................................1


APPENDIX C - SALE OF THE CONTRACTS TO RESIDENTS OF THE STATE OF NEW YORK...........................................................1


APPENDIX D - PRIOR CONTRACTS.......................................................................................................1
</TABLE>




<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  ("CDSC")  and/or  any  Annual
Maintenance Fee. The 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.  The 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
minus any applicable CDSC and 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>


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>
------------------------------------------------------------------------------------------------------------------------------------
                            Your Transaction Expenses

------------------------------------------------------------------------------------------------------------------------------------
------------------------------- ------------------------------------------------------------- --------------------------------------
                                                        Amount Deducted/

         Fee/Expense                                 Description Of Charge                                    When Deducted

------------------------------- ----------------------------------------------------------------- ----------------------------------
------------------------------- -------- ------- ------- -------- ------- ------- ------- ------- ----------------------------------
<S>                            <C>      <C>     <C>      <C>     <C>     <C>     <C>     <C>                <C>
Contingent Deferred Sales       Yr. 1    Yr. 2   Yr. 3    Yr. 4   Yr. 5   Yr. 6   Yr. 7   Yr. 8+            Upon Surrender or
Charge                                                                                                     Partial Withdrawal
The charge is a percentage of                                                                    Applicable period measured from the
each applicable purchase                                                                         date  each purchase payment is
payment                                                                                          allocated
------------------------------- -------- ------- ------- -------- ------- ------- ------- ------- ----------------------------------
                                 7.5%     7.0%    6.0%    5.0%     4.0%    3.0%    2.0%    0.0%

------------------------------- ----------------------------------------------------------------- ----------------------------------
Annual Maintenance Fee                       Smaller of $30 or 2% of Account Value                     Annually on the contract's
                                                                                                  anniversary date or upon surrender
------------------------------- ----------------------------------------------------------------- ----------------------------------


Transfer Fee                                                 $10.00                             After the 20th transfer each annuity
                                                                                                                  year


------------------------------- ----------------------------------------------------------------- ----------------------------------
Tax Charge                         Depends on the requirements of the applicable jurisdiction                    Various

------------------------------------------------------------------------------------------------------------------------------------
                                                  Annual Expenses of the Sub-Accounts
                                 (as a percentage of the average daily net assets of the Sub-accounts)
------------------------------- ----------------------------------------------------------------- ----------------------------------
Mortality & Expense Risk
Charge                                                       1.25%
                                                                                                                  Daily

Administration Charge                                        0.15%

Total  Annual  Expenses of the          1.40% per year of the value of each Sub-account              Applies to Variable Investment
Sub-accounts*                                                                                                 Options only
--------------------------- ----------------------------------------------------------------- --------------------------------------
* The  combination of the Mortality and Expense Risk Charges and  Administration
Charge is referred to as the "Insurance Charge" elsewhere in this prospectus.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                Optional Benefits

We offer two different Optional Death Benefits that provide an enhanced level of
protection  for your  beneficiary(ies).  Please  refer to the  section  entitled
"Death  Benefit" for a complete  discussion  of the Optional  Death  Benefits we
offer.

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

            <S>                                <C>                                              <C>
            Death Benefit Option                 Death Benefit equal to the greater of:            Additional Charge (annually)
---------------------------------------------- -------------------------------------------- ----------------------------------------
---------------------------------------------- -------------------------------------------- ----------------------------------------
                                               1.   Account Value (no MVA)
                                               2.   Sum of Purchase Payments minus
                 OPTION 1                           the proportional impact of                  0.30% of the current Death Benefit
                                                    withdrawals increasing at 5.0% annually
                                               3.   Highest Anniversary Value

---------------------------------------------- -------------------------------------------- ----------------------------------------
                                               1.   Account Value (no MVA)
                                               2.   Sum of Purchase Payments minus
                 OPTION 2                           the proportional impact of                  0.50% of the current Death Benefit
                                                    withdrawals increasing at 7.2% annually
                                               3.   Highest Anniversary Value

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



<PAGE>



--------------------------------------------------------------------------------
                Underlying Mutual Fund Portfolio Annual Expenses
    (as a percentage of the average net assets of the underlying Portfolios)
--------------------------------------------------------------------------------

Below are the investment  management fee, other  expenses,  and the total annual
expenses for each underlying Portfolio as of December 31, 1999. The total annual
expenses are the sum of the  investment  management  fee, other expenses and any
12b-1 fees. Each figure is stated as a percentage of the underlying  Portfolio's
average daily net assets. For certain of the underlying Portfolios, a portion of
the  management  fee is being waived and/or other  expenses are being  partially
reimbursed.  "N/A"  indicates that no portion of the management fee and/or other
expenses is being waived and/or reimbursed.  Any footnotes about expenses appear
after the list of all the portfolios.  Those  portfolios whose name includes the
prefix "AST" are  portfolios of American  Skandia Trust.  The underlying  mutual
fund portfolio  information was provided by the underlying  mutual funds and has
not been  independently  verified by us. See the  prospectuses  or statements of
additional information of the underlying Portfolios for further details.
<TABLE>
<CAPTION>


------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
                                                    Management     Other         12b-1 Fees    Total Annual   Fee          Net
                                                       Fees         Expenses                    Portfolio    Waivers       Annual
              UNDERLYING PORTFOLIO                                                              Operating    and           Fund
                                                                                                 Expenses    Expense       Operating
                                                                                                             Reimbursement1 Expenses

------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
American Skandia Trust: (2)
<S>                                                   <C>            <C>            <C>           <C>            <C>         <C>
  AST Founders Passport                               1.00%          0.29%          0.00%         1.29%          N/A         1.29%
  AST Scudder Japan (3)                               1.00%          0.36%          0.04%         1.40%          N/A         1.40%
  AST AIM International Equity                        0.87%          0.31%          0.04%         1.22%          N/A         1.22%
  AST Janus Overseas Growth                           1.00%          0.23%          0.02%         1.25%          N/A         1.25%
  AST American Century International Growth           1.00%          0.50%          0.00%         1.50%          N/A         1.50%
  AST American Century International Growth II        1.00%          0.26%          0.02%         1.28%          N/A         1.28%
  AST MFS Global Equity (4)                           1.00%          1.11%          0.00%         2.11%         0.36%        1.75%
  AST Janus Small-Cap Growth                          0.90%          0.18%          0.01%         1.09%          N/A         1.09%
  AST Kemper Small-Cap Growth                         0.95%          0.19%          0.03%         1.17%          N/A         1.17%
  AST Federated Aggressive Growth (3)                 0.95%          0.23%          0.04%         1.22%          N/A         1.22%
  AST Lord Abbett Small Cap Value                     0.95%          0.29%          0.00%         1.24%          N/A         1.24%
  AST Gabelli Small-CapValue                          0.90%          0.21%          0.00%         1.11%          N/A         1.11%
  AST Janus Mid-Cap Growth (5)                        1.00%          0.22%          0.04%         1.26%          N/A         1.26%
  AST Alger Mid-Cap Growth (3)                        0.80%          0.23%          0.00%         1.03%         0.18%        0.85%
  AST Neuberger Berman Mid-Cap Growth                 0.90%          0.23%          0.04%         1.17%          N/A         1.17%
  AST Neuberger Berman Mid-Cap Value                  0.90%          0.23%          0.12%         1.25%          N/A         1.25%
  AST Alger All-Cap Growth(6)                         0.95%          0.22%          0.06%         1.23%          N/A         1.23%
  AST Gabelli All-Cap Value (3)                       0.95%          0.23%          0.04%         1.22%          N/A         1.22%
  AST Kinetics Internet (3)                           1.00%          0.23%          0.04%         1.27%          N/A         1.27%
  AST T. Rowe Price Natural Resources                 0.90%          0.26%          0.01%         1.17%          N/A         1.17%
  AST Alliance Growth                                 0.90%          0.21%          0.00%         1.11%          N/A         1.11%
  AST MFS Growth (4)                                  0.90%          0.45%          0.00%         1.35%          N/A         1.35%
  AST Alger Growth (3)                                0.75%          0.23%          0.00%         0.98%         0.19%        0.79%
  AST Marsico Capital Growth                          0.90%          0.18%          0.04%         1.12%          N/A         1.12%
  AST JanCap Growth                                   0.90%          0.14%          0.01%         1.05%         0.04%        1.01%
  AST Sanford Bernstein Managed Index 500             0.60%          0.19%          0.00%         0.79%          N/A         0.79%
  AST Janus Strategic Value (3)                       1.00%          0.23%          0.04%         1.27%          N/A         1.27%
  AST Cohen & Steers Realty                           1.00%          0.27%          0.02%         1.29%          N/A         1.29%
  AST American Century Income & Growth                0.75%          0.23%          0.00%         0.98%          N/A         0.98%
  AST Alliance Growth and Income                      0.75%          0.18%          0.08%         1.01%         0.01%        1.00%
  AST MFS Growth with Income (4)                      0.90%          0.33%          0.00%         1.23%          N/A         1.23%
  AST INVESCO Equity Income                           0.75%          0.18%          0.04%         0.97%          N/A         0.97%
  AST AIM Balanced                                    0.74%          0.26%          0.02%         1.02%          N/A         1.02%
  AST American Century Strategic Balanced             0.85%          0.25%          0.00%         1.10%          N/A         1.10%
  AST T. Rowe Price Asset Allocation                  0.85%          0.22%          0.00%         1.07%          N/A         1.07%
  AST T. Rowe Price Global Bond                       0.80%          0.31%          0.00%         1.11%          N/A         1.11%
  AST Federated High Yield                            0.75%          0.19%          0.00%         0.94%          N/A         0.94%
  AST Lord Abbett Bond-Debenture (3)                  0.80%          0.23%          0.04%         1.07%          N/A          1.07
  AST PIMCO Total Return Bond                         0.65%          0.17%          0.00%         0.82%          N/A         0.82%
  AST PIMCO Limited Maturity Bond                     0.65%          0.21%          0.00%         0.86%          N/A         0.86%
  AST Money Market                                    0.50%          0.15%          0.00%         0.65%         0.05%        0.60%

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



<TABLE>
<CAPTION>

------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
                                                    Management     Other         12b-1 Fees    Total Annual   Fee          Net
                                                       Fees         Expenses                    Portfolio    Waivers       Annual
              UNDERLYING PORTFOLIO                                                              Operating    and           Fund
                                                                                                 Expenses    Expense       Operating
                                                                                                             Reimbursement1 Expenses


------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
The Alger  American Fund:

<S>                                                   <C>            <C>              <C>         <C>           <C>          <C>
  Growth                                              0.75%          0.04%            N/A         0.79%         0.00%        0.79%
  MidCap Growth                                       0.80%          0.05%            N/A         0.85%         0.00%        0.85%

Montgomery Variable Series:

  Emerging Markets                                    1.25%          0.50%            N/A         1.75%         0.00%        1.75%

Wells Fargo Variable Trust:

  Equity Income                                       0.55%          0.37%          0.25%         1.17%         0.17%        1.00%
  Equity Value                                        0.55%          0.77%          0.25%         1.57%         0.57%        1.00%

Rydex Variable Trust:

  Nova                                                0.75%          0.80%           None         1.55%         0.00%        1.55%
  Ursa                                                0.90%          0.83%           None         1.73%         0.00%        1.73%
  OTC                                                 0.75%          0.80%           None         1.55%         0.00%        1.55%

INVESCO Variable Investment Funds, Inc.:

  Technology                                           0.75%         0.78%           None          1.53%         0.21%        1.32%
  Health Sciences                                      0.75%         2.11%           None          2.86%         1.37%        1.49%
  Financial Services                                   0.75%         1.75%           None          2.50%         1.09%        1.41%
  Telecommunications                                   0.75%         0.55%           None          1.30%         0.02%        1.28%
  Dynamics                                             0.75%         1.53%           None          2.28%         0.99%        1.29%

Evergreen Variable Annuity Trust:

  Global Leaders (7)                                   0.95%         0.25%            N/A          1.20%         0.19%        1.01%
  Special Equity (7)                                   1.36%         2.35%            N/A          3.71%         2.68%        1.03%

ProFund VP:

  Europe 30                                            0.75%         1.39%           0.25%         2.39%         0.61%        1.78%
  UltraSmall-Cap                                       0.75%         1.53%           0.25%         2.53%         0.83%        1.70%
  UltraOTC                                             0.75%         0.97%           0.25%         1.97%         0.32%        1.65%

First Defined Portfolio Fund LLC:

First Trust(R)10 Uncommon Values (8)                   0.60%         144.82%         0.25%        145.67%       144.30%       1.37%
------------------------------------------------- --------------- ------------- -------------- ------------- ------------ ----------
</TABLE>

1    The  Investment  Manager of American  Skandia Trust has agreed to reimburse
     and/or waive fees for certain Portfolios until at least April 30, 2001. The
     caption "Total Annual Fund  Operating  Expenses"  reflects the  Portfolios'
     fees and expenses before such waivers and reimbursements, while the caption
     "Net Annual Fund  Operating  Expenses"  reflects the effect of such waivers
     and reimbursements.

2    American  Skandia  Trust (the  "Trust")  adopted a  Distribution  Plan (the
     "Distribution Plan") under Rule 12b-1 of the Investment Company Act of 1940
     to permit  an  affiliate  of the  Trust's  Investment  Manager  to  receive
     brokerage  commissions in connection with purchases and sales of securities
     held by Portfolios of the Trust,  and to use these  commissions  to promote
     the sale of shares of such  Portfolios.  The  staff of the  Securities  and
     Exchange  Commission  takes the position that commission  amounts  received
     under the Distribution Plan should be reflected as distribution expenses of
     the Portfolios.  The Portfolios would pay the same or comparable commission
     amounts irrespective of the Distribution Plan;  accordingly,  total returns
     for  the  Portfolios  are  not  expected  to  be  adversely  affected.  The
     Distribution Fee estimates are derived from data regarding each Portfolio's
     brokerage  transactions,  and the proportions of such transactions directed
     to selling dealers,  for the period ended December 31, 1999. However, it is
     not  possible  to  determine  with  accuracy  actual  amounts  that will be
     received under the Distribution Plan. Such amounts will vary based upon the
     level of a Portfolio's brokerage activity,  the proportion of such activity
     directed under the Distribution Plan, and other factors.

3    These Portfolios commenced operations in October 2000. "Other Expenses" and
     "12b-1  Fees"  shown are based on  estimated  amounts  for the fiscal  year
     ending December 31, 2000.

4    These Portfolios commenced operations on October 18, 1999. "Other Expenses"
     are based on  estimated  amounts for the fiscal year  ending  December  31,
     2000.

5    This Portfolio  commenced  operations on May 1, 2000.  "Other Expenses" are
     based on estimated  amounts for the fiscal year ending December 31, 2000.

6    This  Portfolio  commenced  operations  as of  December  30,  1999.  "Other
     Expenses"  shown are based on estimated  amounts for the fiscal year ending
     December 31, 2000.

7    These portfolios  commenced operations on September 30, 1999. Expenses have
     been estimated based upon current fund contracts.

8    Included  in the  charge for Other  Expenses  is a fee of 0.325% of average
     daily  net  assets  paid  to   American   Skandia  to   reimburse   it  for
     administrative  costs. The percentages shown for the Portfolio are based on
     estimated  amounts for the current  fiscal  year.  Actual  expenses  may be
     greater or lesser than those shown.  The  investment  advisor has agreed to
     waive fees and reimburse  expenses  through  September 30, 2001 in order to
     prevent Total Annual  Portfolio  Operating  Expenses  (excluding  brokerage
     expenses and extraordinary  expenses) from exceeding the amount shown above
     based on the average daily net asset value of the respective Portfolio.

EXPENSE EXAMPLES

These examples are designed to assist you in understanding the various costs and
expenses you will incur with the Annuity  over certain  periods of time based on
specific assumptions. The examples reflect expenses of our Sub-accounts, as well
as those of the underlying  mutual fund portfolios.  The Securities and Exchange
Commission ("SEC") requires these examples.


The examples  shown  assume that:  (a) you only  allocate  Account  Value in the
Sub-accounts; (b) fees and expenses remain constant; (c) you make no withdrawals
of  Account  Value  during  the  period  shown;   (d)  you  make  no  transfers,
withdrawals,  surrender  or other  transaction  that we charge 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 "Net Annual Fund
Operating  Expenses," as shown above in the section entitled  "Underlying Mutual
Fund Portfolio Annual  Expenses." The examples do not reflect the charge for any
optional benefits that may be offered under the Annuity.


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.


<PAGE>



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                  Expense Examples
                                                 (amounts shown are rounded to the nearest dollar)
------------------------------------------------------------------------------------------------------------------------------------

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

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


                                           After:                                           After:
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ------
Sub-Account:                                 1 Year    3 Years    5 Years   10 Years        1 Year     3 Years    5 Years   10 Years
-------------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ------
<S>                                            <C>        <C>       <C>        <C>               <C>        <C>       <C>        <C>
AST Founders Passport                          103        147       187        310               28         87        147        310
AST Scudder Japan                              104        149       192        320               29         89        152        320
AST AIM International Equity                   103        144       183        304               28         84        143        304
AST Janus Overseas Growth                      103        145       185        307               28         85        145        307
AST American Century International Growth      105        152       197        329               30         92        157        329
AST American Century  International  Growth    103        146       186        309               28         86        146        309
II

AST MFS Global Equity                          108        160       209        353               33         100       169        353
AST Janus Small-Cap Growth                     101        140       177        290               26         80        137        290
AST Kemper Small-Cap Growth                    102        142       181        298               27         82        141        298
AST Federated Aggressive Growth                102        144       183        303               27         84        143        303
AST Lord Abbett Small Cap Value                103        145       184        306               28         85        144        306
AST Gabelli Small-Cap Value                    101        141       178        291               26         81        138        291
AST Janus Mid-Cap Growth                       103        146       186        308               28         86        146        308
AST Alger Mid-Cap Growth                        99        133       164        265               24         73        124        265
AST Neuberger Berman Mid-Cap Growth            102        142       181        298               27         82        141        298
AST Neuberger Berman Mid-Cap Value             103        145       185        307               28         85        145        307
AST Alger All-Cap Growth                       103        144       184        305               28         84        144        305
AST Gabelli All-Cap Value                      102        144       183        303               27         84        143        303
AST Kinetics Internet                          103        146       186        308               28         86        146        308
AST T. Rowe Price Natural Resources            102        142       181        298               27         82        141        298
AST Alliance Growth                            101        141       178        291               26         81        138        291
AST MFS Growth                                 104        148       190        315               29         88        150        315
AST Alger Growth                                98        131       162        260               23         71        122        260
AST Marsico Capital Growth                     101        141       178        293               26         81        138        293
AST JanCap Growth                              100        138       173        282               25         78        133        282
AST Sanford Bernstein Managed Index 500         98        131       162        260               23         71        122        260
AST Janus Strategic Value                      103        146       186        308               28         86        146        308
AST Cohen & Steers Realty                      103        146       187        309               28         86        147        309
AST American Century Income & Growth           100        137       171        278               25         77        131        278
AST Alliance Growth and Income                 100        137       172        280               25         77        132        280
AST MFS Growth with Income                     103        144       184        305               28         84        144        305
AST INVESCO Equity Income                      100        136       171        278               25         76        131        278
AST AIM Balanced                               100        138       173        283               25         78        133        283
AST American Century Strategic Balanced        101        141       177        290               26         81        137        290
AST T. Rowe Price Asset Allocation             101        139       175        287               26         79        135        287
AST T. Rowe Price Global Bond                  101        141       178        291               26         81        138        291
AST Federated High Yield                       100        136       169        275               25         76        129        275
AST Lord Abbett Bond-Debenture                 101        139       175        287               26         79        135        287
AST PIMCO Total Return Bond                     98        132       163        262               23         72        123        262
AST PIMCO Limited Maturity Bond                 99        133       165        267               24         73        125        267
AST Money Market                                96        125       152        240               21         65        112        240

AA Growth                                       98        131       162        260               23         71        122        260
AA MidCap Growth                                99        133       165        266               24         73        125        266

MV Emerging Markets                            108        160       209        353               33         100       169        353
-------------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ------
</TABLE>


<PAGE>




<TABLE>
<CAPTION>
                                            After:                                          After:
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ------
Sub-Account:                                 1 Year    3 Years    5 Years   10 Years        1 Year     3 Years    5 Years   10 Years
-------------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ------

<S>                                            <C>        <C>       <C>        <C>               <C>        <C>       <C>        <C>
WFVT Equity Income                             100        137       172        280               25         77        132        280
WFVT Equity Value                              100        137       172        280               25         77        132        280

Rydex Nova                                     106        154       200        334               31         94        160        334
Rydex Ursa                                     108        159       208        351               33         99        168        351
Rydex OTC                                      106        154       200        334               31         94        160        334

INVESCO VIF Technology                         103        147       189        312               28         87        149        312
INVESCO VIF Health Sciences                    105        152       197        329               30         92        157        329
INVESCO VIF Financial Services                 105        150       193        321               30         90        153        321
INVESCO VIF Telecommunications                 103        146       186        309               28         86        146        309
INVESCO VIF Dynamics                           103        147       187        310               28         87        147        310

Evergreen VA Global Leaders                    100        138       173        282               25         78        133        282
Evergreen VA Special Equity                    100        138       174        284               25         78        134        284

ProFund VP Europe 30                           108        161       211        356               33         101       171        356
ProFund VP UltraSmall-Cap                      108        159       207        349               33         99        167        349
ProFund VP UltraOTC                            107        157       205        344               32         97        165        344

First Trust(R)10 Uncommon Values               104        149       191        318               29         89        151        318
-------------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ------
</TABLE>



<PAGE>


INVESTMENT OPTIONS

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?

Each variable  investment  option is a Class 1 Sub-account  of American  Skandia
Life Assurance  Corporation Variable Account B (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. There is
no guarantee that any underlying  mutual fund portfolio will meet its investment
objective.

The name of the  advisor/sub-advisor  for  each  Portfolio  appears  next to the
description.   Those  portfolios  whose  name  includes  the  prefix  "AST"  are
portfolios of American Skandia Trust. The investment manager for AST is American
Skandia Investment Services, Inc. ("ASISI"),  an affiliated company.  However, a
sub-advisor,  as noted  below,  is  engaged  to  conduct  day-to-day  investment
decisions.

Some of the Portfolios  available as Sub-accounts  under the Annuity are managed
by the same  portfolio  advisor or  sub-advisor as a retail mutual fund that the
Portfolio  may have been modeled  after at the  Portfolio's  inception.  Certain
retail  mutual  funds may also have been modeled  after a  Portfolio.  While the
investment objective and policies of the funds may be substantially similar, the
actual investments made by the funds will differ to varying degrees. Differences
in the  performance  of the funds can be  expected,  and in some cases  could be
substantial. Details about the investment objectives, policies, risks, costs and
management of the  Portfolios are found in the  prospectuses  for the underlying
mutual funds.

================================================================================
Effective  January 19,  2000,  the AST Janus  Small-Cap  Growth  portfolio is no
longer offered as a Sub-account under the Annuity. Owners of Contracts issued on
or before  January 18, 2000 may not allocate  additional  Account  Value or make
transfers into the AST Janus Small-Cap Growth  Sub-account,  except that, Owners
who had  previously  elected  a bank  drafting,  dollar  cost  averaging,  asset
allocation and/or rebalancing  program will be allowed to continue.  However, no
changes involving the AST Janus Small-Cap Growth Sub-account may be made to such
programs.

Effective  March 1, 2000, the AST Janus Overseas  Growth  portfolio is no longer
offered as a  Sub-account  under the Annuity,  except as noted below.  Owners of
Contracts  issued on or before February 29, 2000 with Account Value allocated to
the AST Janus Overseas Growth Sub-account may continue to allocate Account Value
and make transfers into the AST Janus Overseas Growth Sub-account, including any
bank drafting, dollar cost averaging, asset allocation and rebalancing programs.
Contracts  issued  on or after  March 1, 2000 will not be  allowed  to  allocate
Account Value to the AST Janus Overseas Growth Sub-account.

The Portfolios may be offered as a Sub-account to Contract Owners at some future
date; however, at the present time, American Skandia has no intention to do so.

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

Please refer to Appendix B for certain required financial information related to
the historical performance of the Sub-accounts.


<PAGE>


NOTICE OF SUBSTITUTION

American  Skandia has filed an exemptive  application  with the  Securities  and
Exchange    Commission   ("SEC")   to   substitute   the   following   "Replaced
Portfolio/Sub-Account" with the "Substitute Portfolio/Sub-account". The Replaced
Portfolios/Sub-accounts  described  below are only available until the effective
date of the  Substitution,  at which  time  they  will  cease to be  offered  as
investment options. The Substitute Portfolios/Sub-accounts are only available to
those Contract Owners who are affected by the Substitution.

<TABLE>
<CAPTION>
--------------------------------------------------------- ---------- ---------------------------------------------------------------
             REPLACED PORTFOLIO/SUB-ACCOUNT                                         SUBSTITUTE PORTFOLIO/SUB-ACCOUNT

--------------------------------------------------------- ---------- ---------------------------------------------------------------
<S>                                                                      <C>
Alger American Growth portfolio of The Alger American Fund/AA            AST Alger Growth portfolio of American Skandia Trust/AST
Growth Sub-account                                                       Alger Growth Sub-account
--------------------------------------------------------------- -------- -----------------------------------------------------------
The Alger  American  Fund - Growth:  seeks  long-term  capital           AST Alger  Growth:  seeks  long-term  capital  growth.  The
appreciation.  The  Portfolio  focuses  on  growing  companies           Portfolio invests primarily in equity  securities,  such as
that generally have broad product  lines,  markets,  financial           common  or  preferred  stocks,  that  are  listed  on  U.S.
resources    and   depth   of    management.    Under   normal           exchanges or in the over-the-counter  market. The Portfolio
circumstances,  the Portfolio  invests primarily in the equity           focuses  on growing  companies  that  generally  have broad
securities  of large  companies.  The  Portfolio  considers  a           product lines,  markets,  financial  resources and depth of
large  company to have a market  capitalization  of $1 billion           management.  The  Portfolio  normally  invests at least 65%
or greater.                                                              of its  total  assets  in equity  securities  of  companies
                                                                         that, at the time of purchase of the securities, have total
                                                                         market capitalizations of $1 billion or greater.
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
--------------------------------------------------------------- -------- -----------------------------------------------------------
Alger American MidCap Growth portfolio of The Alger American             AST Alger Mid-Cap Growth portfolio of American Skandia
Fund/AA MidCap Growth Sub-account                                        Trust/AST Alger Mid-Cap Growth Sub-account
--------------------------------------------------------------- -------- -----------------------------------------------------------
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
The  Alger  American  Fund - MidCap  Growth:  seeks  long-term           AST Alger Mid-Cap Growth:  seeks long-term  capital growth.
capital   appreciation.   The  Portfolio  focuses  on  midsize           The Portfolio invests primarily in equity securities,  such
companies  with  promising  growth  potential.   Under  normal           as  common or  preferred  stocks,  that are  listed on U.S.
circumstances,  the Portfolio  invests primarily in the equity           exchanges or in the  over-the-counter  market. Under normal
securities of companies having a market  capitalization within           circumstances,  the  Portfolio  invests  primarily  in  the
the range of companies in the S&P MidCap 400 Index                       equity    securities   of   companies   having   a   market
                                                                         capitalization  within  the range of  companies  in the S&P
                                                                         MidCap 400 Index.
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
</TABLE>

We expect to receive the SEC Exemptive  Order and complete the  Substitution  by
the end of November 2000.  Those Contract  Owners  effected by the  Substitution
will receive  additional  information  from American  Skandia  notifying them of
their rights under the SEC Exemptive Order.

For a 30 day period following the Substitution,  Contract Owners will be allowed
to transfer Account Value out of the Replaced Portfolio/Sub-account to any other
investment  options available under the Annuity.  Any such transfers during this
period  will  not  count in  determining  whether  the  maximum  number  of free
transfers has been  exceeded.  Additionally,  the transfer of Account Value from
the Replaced Portfolio/Sub-account to the Substitute Portfolio/Sub-account would
also not be subject  to a  transfer  fee nor count in  determining  whether  the
maximum number of free transfers have been exceeded.  The Substitution  will not
affect your rights or our  obligations  under the Annuity and  American  Skandia
will bear any expenses in connection with the Substitution.


<PAGE>



Following  are the  investment  objectives  (in  italics)  and a short,  summary
description of the key policies for the Portfolios/Sub-accounts  available under
the Annuity following completion of the Substitution.


<TABLE>
<CAPTION>

------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------
<S>                              <C>                                                  <C>
                    AST Money  Market:  seeks to  maximize  current  income  and        J.P. Morgan Investment Management
 CAPITAL            maintain high levels of liquidity. The Portfolio attempts to                     Inc.
 PRESERV-           accomplish  its objective by  maintaining a  dollar-weighted
  ATION             average  maturity of not more than 90 days and by  investing
                    in securities  which have  effective  maturities of not more
                    than 397 days.
------------------------------------------------------------------------------------------------------------------------------------
                    AST PIMCO Limited  Maturity  Bond:  seeks to maximize  total        Pacific Investment Management
 SHORT-TERM         return  consistent with  preservation of capital and prudent                Company
   BOND             investment  management.  The  Portfolio  will  invest  in  a
                    diversified portfolio of fixed-income  securities of varying
                    maturities.  The average portfolio duration of the Portfolio
                    generally  will vary within a one- to three-year  time frame
                    based on the Sub-advisor's forecast for interest rates.
-------------------- ------------------------------------------------------------------------------------------------ --------------


                   AST Lord Abbett  Bond-Debenture:  seeks high current  income        Lord, Abbett & Co.
 LONG-TERM          and the  opportunity  for capital  appreciation to produce a
    BOND            high total return.  The  Portfolio  pursues its objective by
                    normally  investing in high yield and investment  grade debt
                    securities,  securities  convertible  into common  stock and
                    preferred stocks. Under normal circumstances,  the Portfolio
                    invests  at least  65% of its total  assets in fixed  income
                    securities  of various  types.  The  Portfolio may find good
                    value   in   high   yield   securities,   sometimes   called
                    "lower-rated bonds" or "junk bonds," and frequently may have
                    more than half of its assets  invested in those  securities.
                    At least 20% of the  Portfolio's  assets must be invested in
                    any combination of investment  grade debt  securities,  U.S.
                    Government  securities and cash  equivalents.  The Portfolio
                    may also make  significant  investments  in  mortgage-backed
                    securities.  Although  the  Portfolio  expects to maintain a
                    weighted  average  maturity  in the  range  of seven to nine
                    years, there are no restrictions on the overall Portfolio or
                    on individual securities.

                    ------------------------------------------------------------------------------------------------ ---------------
                    AST PIMCO Total Return Bond:  seeks to maximize total return        Pacific Investment Management
                    consistent   with   preservation   of  capital  and  prudent                   Company
                    investment  management.  The  Portfolio  will  invest  in  a
                    diversified portfolio of fixed-income  securities of varying
                    maturities.  The average portfolio duration of the Portfolio
                    generally  will vary within a three- to six-year  time frame
                    based on the Sub-advisor's forecast for interest rates.
------------------------------  ----------------------------------------------------------------------------------------------------
                    AST  Federated  High  Yield:  seeks high  current  income by        Federated Investment Counseling
HIGH YIELD          investing  primarily  in a  diversified  portfolio  of fixed
  BOND              income securities. The Portfolio will invest at least 65% of
                    its assets in lower-rated  corporate fixed income securities
                    ("junk  bonds").  These fixed income  securities may include
                    preferred stocks, convertible securities, bonds, debentures,
                    notes,  equipment  lease  certificates  and equipment  trust
                    certificates.  A fund that invests  primarily in lower-rated
                    fixed income  securities will be subject to greater risk and
                    share price  fluctuation  than a typical  fixed income fund,
                    and may be subject  to an amount of risk that is  comparable
                    to or greater than many equity funds.
------------------- ------------------------------------------------------------------------------------------------ ---------------

                    AST T. Rowe  Price  Global  Bond  (f/k/a  AST T. Rowe  Price        T. Rowe Price International, Inc.
GLOBAL              International  Bond):  seeks to provide high current  income
 BOND               and capital growth by investing in high-quality  foreign and
                    U.S.  government  bonds.  The Portfolio will invest at least
                    65% of its total assets in bonds issued or guaranteed by the
                    U.S. or foreign governments or their agencies and by foreign
                    authorities,  provinces and municipalities.  Corporate bonds
                    may also be purchased.  The Sub-advisor bases its investment
                    decisions on fundamental  market factors,  currency  trends,
                    and  credit  quality.  The  Portfolio  generally  invests in
                    countries where the combination of fixed-income  returns and
                    currency  exchange  rates  appears  attractive,  or,  if the
                    currency  trend  is   unfavorable,   where  the  Sub-advisor
                    believes  that the currency  risk can be  minimized  through
                    hedging.  The  Portfolio  may also  invest  up to 20% of its
                    assets in the aggregate in below investment-grade, high-risk
                    bonds ("junk bonds").

------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe Price  Asset  Allocation:  seeks a high level of        T. Rowe Price Associates, Inc.
ASSET               total  return  by  investing   primarily  in  a  diversified
ALLOCATION          portfolio  of  fixed  income  and  equity  securities.   The
                    Portfolio normally  invests  approximately 60% of its total
                    assets  in  equity   securities  and  40%  in  fixed  income
                    securities.   The  Sub-advisor   concentrates  common  stock
                    investments in larger, more established  companies,  but the
                    Portfolio may include small and medium-sized  companies with
                    good  growth  prospects.  The fixed  income  portion  of the
                    Portfolio   will  be  allocated   among   investment   grade
                    securities, high yield or "junk" bonds, foreign high quality
                    debt securities and cash reserves.
------------------- ------------------------------------------------------------------------------------------------ ---------------


<PAGE>



------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------
                    AST  AIM  Balanced:  seeks  to  provide  a  well-diversified        A I M Capital Management, Inc.
                    portfolio of stocks and bonds that will produce both capital
                    growth and current  income.  The Portfolio  attempts to meet
                    its objective by investing, normally, a minimum of 30% and a
                    maximum of 70% of its total assets in equity  securities and
                    a minimum of 30% and a maximum of 70% of its total assets in
                    non-convertible   debt  securities.   The  Sub-advisor  will
                    primarily  purchase equity  securities for growth of capital
                    and debt securities for income purposes.
     BALANCED
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST  American  Century  Strategic  Balanced:  seeks  capital        American Century Investment
                    growth  and  current  income.  The  Sub-advisor  intends  to                Management, Inc.
                    maintain  approximately  60% of the  Portfolio's  assets  in
                    equity securities and the remainder in bonds and other fixed
                    income  securities.  Both the  Portfolio's  equity and fixed
                    income  investments  will  fluctuate  in value.  The  equity
                    securities  will fluctuate  depending on the  performance of
                    the companies that issued them,  general market and economic
                    conditions,   and  investor  confidence.  The  fixed  income
                    investments will be affected  primarily by rising or falling
                    interest rates and the credit quality of the issuers.

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

                    WFVT Equity Income: seeks long-term capital appreciation and        Wells Fargo Bank, N.A.
                    above-average  dividend  income.  The Portfolio  pursues its
                    objective  primarily by  investing  in the common  stocks of
                    large,  high-quality  domestic  companies with above-average
                    return  potential  based on current  market  valuations  and
                    above-average   dividend   income.   Under   normal   market
                    conditions,  the Portfolio invests at least 65% of its total
                    assets in income producing  equity  securities and in issues
                    of companies  with market  capitalizations  greater than the
                    median of the Russell 1000 Index.
EQUITY INCOME       ------------------------------------------------------------------------------------------------ ---------------
                    AST INVESCO Equity Income:  seeks capital growth and current        INVESCO Funds Group, Inc.
                    income  while  following  sound  investment  practices.  The
                    Portfolio  seeks to achieve its  objective  by  investing in
                    securities  that are  expected  to produce  relatively  high
                    levels of  income  and  consistent,  stable  returns.   The
                    Portfolio normally will invest at least 65% of its assets in
                    dividend-paying  common and preferred stocks of domestic and
                    foreign issuers.  Up to 30% of the Portfolio's assets may be
                    invested  in  equity  securities  that  do not  pay  regular
                    dividends.
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST Alliance Growth and Income (f/k/a AST Lord Abbett Growth        Alliance Capital Management L.P.
                    and Income):  seeks  long-term  growth of capital and income
                    while  attempting to avoid excessive  fluctuations in market
                    value.  The Portfolio  normally will invest in common stocks
                    (and  securities   convertible  into  common  stocks).   The
                    Sub-advisor will take a value-oriented  approach, in that it
                    will  try  to  keep  the  Portfolio's   assets  invested  in
                    securities that are selling at reasonable prices in relation
                    to their value.  The stocks that the Portfolio will normally
                    invest in are those of seasoned  companies that are expected
                    to  show  above-average  growth  and  that  the  Sub-advisor
                    believes are in sound financial condition.

                    ------------------------------------------------------------------------------------------------ ---------------
                    AST American  Century Income & Growth:  seeks capital growth        American Century Investment
                    with current income as a secondary objective.  The Portfolio                Management, Inc.
                    invests  primarily in common stocks that offer potential for
GROWTH              capital  growth,  and may,  consistent  with its  investment
  &                 objective, invest in stocks that offer potential for current
INCOME              income. The Sub-advisor  utilizes a quantitative  management
                    technique  with a goal of building an equity  portfolio that
                    provides  better  returns  than  the S&P 500  Index  without
                    taking on significant  additional risk and while  attempting
                    to create a dividend yield that will be greater than the S&P
                    500 Index.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST MFS Growth with Income:  seeks reasonable current income           Massachusetts Financial Services Company
                    and long-term capital growth and income. Under normal market
                    conditions,  the Portfolio invests at least 65% of its total
                    assets in common  stocks  and  related  securities,  such as
                    preferred  stocks,  convertible  securities  and  depositary
                    receipts.   The  stocks  in  which  the  Portfolio   invests
                    generally will pay dividends. While the Portfolio may invest
                    in companies of any size, the Portfolio generally focuses on
                    companies  with  larger  market   capitalizations  that  the
                    Sub-advisor  believes have sustainable  growth prospects and
                    attractive valuations based on current and expected earnings
                    or cash flow.  The Portfolio may invest up to 20% of its net
                    assets in foreign securities.

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


<PAGE>
------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------
                    AST Cohen & Steers  Realty:  seeks to maximize  total return            Cohen & Steers
REAL ESTATE         through investment in real estate securities.  The Portfolio         Capital Management,
   (REIT)           pursues  its   investment   objective   by   seeking,   with                 Inc.
                    approximately  equal  emphasis,  capital  growth and current
                    income.  Under  normal  circumstances,  the  Portfolio  will
                    invest  substantially  all  of  its  assets  in  the  equity
                    securities  of real estate  companies,  i.e., a company that
                    derives  at least 50% of its  revenues  from the  ownership,
                    construction,  financing,  management or sale of real estate
                    or that has at least 50% of its assets in real estate.  Real
                    estate companies may include real estate  investment  trusts
                    or REITs.
------------------- ------------------------------------------------------------------------------------------------ ---------------

                    AST Sanford  Bernstein  Managed Index 500 (f/k/a AST Bankers        Sanford C. Bernstein
MANAGED INDEX       Trust Managed Index 500): seeks to outperform the Standard &            & Co., Inc.
                    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
                    invest primarily in the common stocks of companies  included
                    in the S&P 500(R). In seeking to outperform the S&P 500, the
                    Sub-advisor starts with a portfolio of stocks representative
                    of  the  holdings  of  the  index.  It  then  uses  a set of
                    fundamental  quantitative  criteria  that  are  designed  to
                    indicate whether a particular stock will predictably perform
                    better or worse than the S&P 500.  Based on these  criteria,
                    the  Sub-advisor  determines  whether the  Portfolio  should
                    over-weight,  under-weight or hold a neutral position in the
                    stock  relative  to the  proportion  of the S&P 500 that the
                    stock  represents.  In addition,  the  Sub-advisor  also may
                    determine that based on the quantitative  criteria,  certain
                    equity  securities  that  are  not  included  in the S&P 500
                    should be held by the Portfolio.
------------------------------------------------------------------------------------------------------------------- ----------------
                    AST  Alliance  Growth  (f/k/a  AST   Oppenheimer   Large-Cap        Alliance Capital Management L.P.
                    Growth):  seeks  long-term  capital  growth.  The  Portfolio
                    invests  at least  85% of its  total  assets  in the  equity
                    securities of a limited number of large, carefully selected,
                    high-quality  U.S.  companies  that  are  judged  likely  to
                    achieve  superior  earnings  growth.  Normally,  about 40-60
                    companies will be represented in the Portfolio,  with the 25
                    companies most highly  regarded by the  Sub-advisor  usually
                    constituting   approximately  70%  of  the  Portfolio's  net
                    assets. An emphasis is placed on identifying companies whose
                    substantially above average  prospective  earnings growth is
                    not fully reflected in current market valuations.

                    ------------------------------------------------------------------------------------------------ ---------------
                    AST  JanCap  Growth:  seeks  growth of  capital  in a manner        Janus Capital Corporation
LARGE CAP           consistent with the preservation of capital.  Realization of
  EQUITY            income is not a significant investment consideration 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 of companies that the Sub-advisor  believes
                    are  experiencing  favorable  demand for their  products and
                    services,  and which operate in a favorable  competitive and
                    regulatory  environment.  The Sub-advisor  generally takes a
                    "bottom  up"  approach  to  choosing   investments  for  the
                    Portfolio. In other words, the Sub-advisor seeks to identify
                    individual companies with earnings growth potential that may
                    not be recognized by the market at large.
                  ------------------------------------------------------------------------------------------------ -----------------

                    AST  Janus  Strategic  Value:   seeks  long-term  growth  of        Janus Capital Corporation
                    capital.  The  Portfolio  pursues its objective by investing
                    primarily in common  stocks with the potential for long-term
                    growth of  capital  using a  "value"  approach.  This  value
                    approach emphasizes investments in companies the Sub-advisor
                    believes are undervalued  relative to their intrinsic worth.
                    Realization  of  income is not a  significant  consideration
                    when choosing  investments for the Portfolio.  The Portfolio
                    will generally focus on the securities of larger  companies,
                    however,   it  may  invest  in  the  securities  of  smaller
                    companies,  including  start-up  companies offering emerging
                    products or services.



<PAGE>
------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------

                    AST Marsico  Capital Growth:  seeks capital  growth.  Income        Marsico Capital Management, LLC
                    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
                    of  larger,   more  established   companies.   In  selecting
                    investments  for  the  Portfolio,  the  Sub-advisor  uses an
                    approach  that combines  "top down"  economic  analysis with
                    "bottom  up"  stock  selection.   The  "top  down"  approach
                    identifies  sectors,  industries  and companies  that should
                    benefit from the trends the  Sub-advisor  has observed.  The
                    Sub-advisor   then  looks  for  individual   companies  with
                    earnings growth  potential that may not be recognized by the
LARGE CAP            market at large. This is called "bottom up" stock selection.
  EQUITY            ------------------------------------------------------------------------------------------------ ---------------
  (Cont.)           AST MFS Growth:  seeks  long-term  capital growth and future        Massachusetts Financial Services Company
                    income.  Under  normal  market  conditions,   the  Portfolio
                    invests  at least 80% of its total  assets in common  stocks
                    and   related   securities,   such  as   preferred   stocks,
                    convertible securities and depositary receipts, of companies
                    that the  Sub-advisor  believes  offer  better than  average
                    prospects for long-term  growth.  The  Sub-advisor  seeks to
                    purchase  securities of companies that it considers well-run
                    and poised for growth. The Portfolio may invest up to 35% of
                    its net assets in foreign securities.
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST T. Rowe Price Natural Resources: seeks long-term capital        T. Rowe Price Associates, Inc.
NATURAL RESOURCES   growth primarily through the common stocks of companies that
                    own or develop natural  resources (such as energy  products,
                    precious  metals,  and  forest  products)  and  other  basic
                    commodities.  The Portfolio  normally invests  primarily (at
                    least  65% of its  total  assets)  in the  common  stocks of
                    natural  resource  companies  whose  earnings  and  tangible
                    assets  could  benefit  from  accelerating  inflation.   The
                    Portfolio  looks  for  companies  that have the  ability  to
                    expand production, to maintain superior exploration programs
                    and production  facilities,  and the potential to accumulate
                    new resources.
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST Alger All-Cap Growth:  seeks  long-term  capital growth.        Fred Alger Management, Inc.
                    The Portfolio invests primarily in equity  securities,  such
                    as  common  or  preferred  stocks,  that are  listed on U.S.
                    exchanges or in the  over-the-counter  market. The Portfolio
                    may  invest in the equity  securities  of  companies  of all
ALL-CAP             sizes, and may emphasize either larger or smaller  companies
EQUITY              at a given time  based on the  Sub-advisor's  assessment  of
                    particular companies and market conditions.
                    ------------------------------------------------------------------------------------------------ ---------------

                    AST  Gabelli  All-Cap  Value:   seeks  capital  growth.  The        GAMCO Investors, Inc.
                    Portfolio  pursues its  objective by investing  primarily in
                    readily   marketable  equity  securities   including  common
                    stocks,   preferred   stocks  and  securities  that  may  be
                    converted at a later time into common  stock.  The Portfolio
                    may invest in the securities of companies of all sizes,  and
                    may emphasize either larger or smaller  companies at a given
                    time based on the  Sub-advisor's  assessment  of  particular
                    companies and market  conditions.  The Portfolio  focuses on
                    companies that appear underpriced  relative to their private
                    market value ("PMV").  PMV is the value that the Portfolio's
                    Sub-advisor  believes informed investors would be willing to
                    pay for a company.

------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST Janus Mid-Cap Growth:  seeks  long-term  capital growth.        Janus Capital Corporation
                    The Portfolio invests  primarily in common stocks,  selected
                    for their growth  potential,  and normally  invests at least
                    65% of its  equity  assets in  medium-sized  companies.  For
                    purposes of the Portfolio,  medium-sized companies are those
                    whose  market  capitalizations  (measured  at  the  time  of
                    investment)  fall  within  the  range  of  companies  in the
                    Standard & Poor's MidCap 400 Index. The Sub-advisor seeks to
                    identify individual companies with earnings growth potential
MID-CAP EQUITY      that may not be recognized by the market at large.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST Neuberger  Berman Mid-Cap Growth:  seeks capital growth.        Neuberger Berman Management Incorporated
                    The  Portfolio  primarily  invests in the  common  stocks of
                    mid-cap  companies,   i.e.,  companies  with  equity  market
                    capitalizations from $300 million to $10 billion at the time
                    of  investment.  The  Portfolio is normally  managed using a
                    growth-oriented  investment approach.  The Sub-advisor looks
                    for  fast-growing  companies  that  are in  new  or  rapidly
                    evolving industries.

                    ------------------------------------------------------------------------------------------------ ---------------
<PAGE>
------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------
                    AST Neuberger  Berman Mid-Cap Value:  seeks capital  growth.        Neuberger Berman Management Incorporated
                    The  Portfolio  primarily  invests in the  common  stocks of
                    mid-cap  companies.  Under  the  Portfolio's  value-oriented
                    investment approach,  the Sub-advisor looks for well-managed
                    companies  whose stock prices are  undervalued  and that may
                    rise in price before other  investors  realize  their worth.
                    Factors  that  the  Sub-advisor  may use to  identify  these
                    companies  include  strong  fundamentals,  including  a  low
                    price-to-earnings  ratio,  consistent cash flow, and a sound
MID-CAP EQUITY      track record through all phases of the market cycle.
    (Cont.)         ------------------------------------------------------------------------------------------------ ---------------
                    INVESCO  Variable   Investment   Funds  -  Dynamics:   seeks        INVESCO Funds Group, Inc.
                    securities  that will  increase in value over the long term.
                    The Portfolio  invests in a variety of securities  which are
                    believed  to  present  opportunities  for  capital  growth -
                    primarily   common  stocks  of  companies   traded  on  U.S.
                    securities  exchanges,  as  well  as  over-the-counter.  The
                    Portfolio  also may  invest  in  preferred  stocks  and debt
                    instruments that are convertible into common stocks, as well
                    as in  securities  of foreign  companies.  In  general,  the
                    Portfolio  invests in  securities of companies in industries
                    that are  growing  globally  and  usually  avoids  stocks of
                    companies in cyclical,  mature or slow-growing industries or
                    economic sectors. The Portfolio seeks to invest in stocks of
                    leading  companies in attractive  markets or industries,  or
                    emerging  leaders  that  have  developed  a new  competitive
                    advantage.
                    ------------------------------------------------------------------------------------------------ ---------------
                    WFVT Equity Value: seeks long-term capital appreciation. The        Wells Fargo Bank,  N.A.
                    Portfolio   pursues  its   objective   by   investing  in  a
                    diversified   portfolio   composed   primarily   of   equity
                    securities that are trading at low price-to-earnings ratios,
                    as measured  against the stock  market as a whole or against
                    the  individual  stock's  own price  history.  Under  normal
                    market conditions, the Portfolio invests primarily in common
                    stocks of both large, well-established companies and smaller
                    companies with market  capitalization  exceeding $50 million
                    at the time of purchase.  The  Portfolio  may also invest in
                    debt  instruments  that may be  converted  into  the  common
                    stocks of both U.S. and foreign companies.
------------------------------------------------------------------------------------------------------------------------------------

Although investments in securities of smaller companies are generally considered
to offer greater opportunity for appreciation, they also involve greater risk of
depreciation  than securities of larger  companies.  Smaller  companies may lack
depth of management, financial resources, or they may be developing or marketing
products or services for which there is not an established market. Additionally,
smaller  companies  normally  have  fewer  shares  outstanding  and  trade  less
frequently than large companies.  Therefore, the securities of smaller companies
may be subject to wider price fluctuations.
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST Federated  Aggressive Growth:  seeks capital growth. The        Federated Investment Counseling
                    Portfolio  pursues its investment  objective by investing in
                    equity securities of companies  offering superior  prospects
                    for earnings growth.  The Portfolio  focuses its investments
                    on the equity securities of smaller companies, but it is not
                    subject to any specific market capitalization  requirements.
                    The Portfolio may invest in foreign issuers through American
                    Depositary Receipts. The Portfolio's strategies with respect
                    to  security  analysis,  market  capitalization  and  sector
                    allocation  are  designed to produce a  portfolio  of stocks
                    whose long-term  growth  prospects are  significantly  above
                    those of the S&P 500 Index.
SMALL CAP           ------------------------------------------------------------------------------------------------ ---------------
  EQUITY            AST  Janus  Small-Cap  Growth:  seeks  capital  growth.  The        Janus Capital Corporation
                    Portfolio  pursues its  objective  by normally  investing at
                    least  65% of its  total  assets  in the  common  stocks  of
                    small-sized   companies,   i.e.,   those  that  have  market
                    capitalizations  of less than $1.5  billion or annual  gross
                    revenues of less than $500 million.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST  Kemper  Small-Cap  Growth:   seeks  maximum  growth  of       Scudder Kemper Investments, Inc.
                    investors'  capital  from a  portfolio  primarily  of growth
                    stocks of smaller companies. At least 65% of the Portfolio's
                    total  assets  normally  will  be  invested  in  the  equity
                    securities of smaller companies, i.e., those having a market
                    capitalization  of  $1.5  billion  or  less  at the  time of
                    investment,  many of which  would be in the early  stages of
                    their life cycle.  The Portfolio seeks  attractive areas for
                    investment  that arise from  factors  such as  technological
                    advances,  new marketing methods, and changes in the economy
                    and population.
                    ------------------------------------------------------------------------------------------------ ---------------


<PAGE>
------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------

                    AST Lord Abbett  Small Cap Value:  seeks  long-term  capital        Lord, Abbett & Co.
                    appreciation.  The Portfolio will seek its objective through
                    investments primarily in equity securities that are believed
                    to  be  undervalued  in  the   marketplace.   The  Portfolio
                    primarily seeks companies that are small-sized, based on the
                    value of their outstanding stock. Specifically, under normal
                    circumstances,  at least 65% of the Portfolio's total assets
                    will be invested in common  stocks  issued by smaller,  less
                    well-known  companies (with market  capitalizations  of less
                    than  $2  billion)  selected  on the  basis  of  fundamental
                    investment analysis.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST Gabelli  Small-Cap Growth (f/k/a AST T. Rowe Price Small        GAMCO Investors, Inc,
                    Company Value): seeks to provide long-term capital growth by
SMALL CAP           investing  primarily  in  small-capitalization  stocks  that
  EQUITY            appear to be undervalued. The Portfolio will normally invest
 (Cont.)            at  least   65%  of  its  total   assets   in   stocks   and
                    equity-related  securities of small companies ($1 billion or
                    less in market capitalization).  Reflecting a value approach
                    to  investing,   the  Portfolio  will  seek  the  stocks  of
                    companies  whose  current  stock  prices  do not  appear  to
                    adequately  reflect  their  underlying  value as measured by
                    assets, earnings, cash flow or business franchises.

                    ------------------------------------------------------------------------------------------------ ---------------
                    Evergreen  VA Special  Equity:  seeks  capital  growth.  The        Meridian Investment Company
                    Portfolio  strives  to provide a return  greater  than broad
                    stock market  indices such as the Russell  2000(R)  Index by
                    investing  principally in a diversified  portfolio of common
                    stocks of domestic  companies.  The  Portfolio's  investment
                    advisor  principally chooses companies which it expects will
                    experience  growth in  earnings  and  price,  and which have
                    small market  capitalizations  (under $1 billion) and medium
                    market capitalizations  (between $1 billion and $5 billion).
                    The Portfolio  may also invest in companies  that have large
                    market capitalizations (over $5 billion).
------------------- ------------------------------------------------------------------------------------------------ ---------------

                    AST MFS Global Equity:  seeks capital  growth.  Under normal        Massachusetts Financial Services Company
                    market conditions, the Portfolio invests at least 65% of its
                    total assets in common stocks and related  securities,  such
                    as preferred  stock,  convertible  securities and depositary
                    receipts,  of U.S. and foreign issuers (including issuers in
                    developing  countries).  The  Portfolio  generally  seeks to
                    purchase  securities  of  companies  with  relatively  large
                    market capitalizations  relative to the market in which they
                    are traded.
GLOBAL EQUITY       ------------------------------------------------------------------------------------------------ ---------------
                    Evergreen VA Global Leaders: seeks to provide investors with        Evergreen Asset Management Corp.
                    long-term capital growth.  The Portfolio normally invests at
                    least 65% of its assets in a  diversified  portfolio of U.S.
                    and non-U.S.  equity  securities of companies located in the
                    world's major industrialized  countries.  The Portfolio will
                    invest in no less than three  countries,  which may  include
                    the U.S.,  but may invest more than 25% of its total  assets
                    in one country.  The Portfolio  invests only in the best 100
                    companies,  which are  selected  by the  investment  advisor
                    based on qualitative and quantitative  criteria such as high
                    return on equity, consistent earnings growth and established
                    market presence.
------------------- ------------------------------------------------------------------------------------------------ ---------------
<PAGE>
------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------

Investments  in  securities  of foreign  issuers may involve  risks that are not
present with domestic  investments.  Some of these risks may be  fluctuations in
currency  exchange  rates,  less liquid and more  volatile  securities  markets,
unstable  political  and economic  structures,  reduced  availability  of public
information  and lack of uniform  financial  reporting and regulatory  practices
compared to those that apply to U.S. issuers.

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

                    AST AIM  International  Equity:  seeks capital  growth.  The        A I M Capital Management,  Inc.
                    Portfolio   seeks  to  meet  its   objective  by  investing,
                    normally,  at least 70% of its assets in  marketable  equity
                    securities  of  foreign  companies  that  are  listed  on  a
                    recognized  foreign  securities  exchange  or  traded  in  a
                    foreign over-the-counter market. The Portfolio will normally
                    invest in a diversified  portfolio  that includes  companies
                    from at least four  countries  outside  the  United  States,
                    emphasizing  countries  of Western  Europe  and the  Pacific
                    Basin.
                    ------------------------------------------------------------------------------------------------ ---------------
                     AST American  Century  International  Growth:  seeks capital        American Century Investment
                    growth.  The Portfolio  will seek to achieve its  investment              Management, Inc
                    objective by investing  primarily  in equity  securities  of        .
                    foreign   companies  that  the  Sub-advisor   believes  will
                    increase in value over time.  Under normal  conditions,  the
                    Portfolio  will  invest at least 65% of its assets in equity
                    securities of issuers from at least three countries  outside
                    of  the  United  States.   The  Sub-advisor  uses  a  growth
                    investment  strategy it developed  that looks for  companies
                    with  earnings  and revenue  growth.  The  Sub-advisor  will
                    consider  a number of other  factors  in  making  investment
                    selections,  including the  prospects for relative  economic
INTER-NATIONAL      growth among  countries or regions,  economic and  political
    EQUITY          conditions,  expected  inflation  rates,  currency  exchange
                    fluctuations and tax considerations.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST American Century International Growth II: The investment        American Century Investment
                    objective,   policies  and  risks  of  the   Portfolio   are              Management, Inc.
                    substantially identical to those of the AST American Century
                    International  Growth  Portfolio  as  described  immediately
                    above.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST Founders  Passport:  seeks capital growth. The Portfolio        Founders Asset Management LLC
                    normally invests  primarily in equity  securities  issued by
                    foreign companies that have market capitalizations or annual
                    revenues  of  $1  billion  or  less.  These  securities  may
                    represent   companies  in  both   established  and  emerging
                    economies   throughout  the  world.  At  least  65%  of  the
                    Portfolio's  total  assets  normally  will  be  invested  in
                    foreign   securities   representing   a  minimum   of  three
                    countries.  Foreign  securities are generally  considered to
                    involve  more  risk  than  those  of  U.S.  companies,   and
                    securities of smaller companies are generally  considered to
                    be riskier than those of larger companies.
                    ------------------------------------------------------------------------------------------------ ---------------
                    AST  Janus  Overseas  Growth:   seeks  long-term  growth  of        Janus Capital Corporation
                    capital.  The  Portfolio  pursues  its  objective  primarily
                    through  investments  in common  stocks of  issuers  from at
                    least five different countries, excluding the United States.
                    Securities  are  generally  selected  without  regard to any
                    defined  allocation among countries,  geographic  regions or
                    industry sectors, or other similar selection procedure.
                    ------------------------------------------------------------------------------------------------ ---------------
                    ProFund VP Europe 30:  seeks daily  investment  results that        ProFund Advisors LLC
                    correspond to the  performance of the ProFunds Europe Index.
                    The ProFunds  Europe Index ("PEI") is a combined  measure of
                    European stock performance created by the investment advisor
                    from the leading  stock  indexes of Europe's  three  largest
                    economies  giving  equal  weight to each index each day. The
                    PEI averages the daily results of The Financial  Times Stock
                    Exchange 100, The Deutsche  Aktienindex and the CAC-40.  The
                    Portfolio  principally invests in futures contracts on stock
                    indexes  and  options on  futures  contracts  and  financial
                    instruments such as equity caps, collars, floors and options
                    on  securities  and stock  indexes of large  capitalization,
                    widely traded,  European  stocks.  The Portfolio  invests in
                    financial   instruments   with  values   that   reflect  the
                    performance of stocks of European companies.
                     ------------------------------------------------------------------------------------------------ --------------

                    AST Scudder  Japan:  seeks  long-term  capital  growth.  The        Scudder Kemper Investments, Inc.
                    Portfolio  pursues its investment  objective by investing at
                    least 80% of net assets in Japanese securities (those issued
                    by  Japan-based  companies  or their  affiliates,  or by any
                    company that  derives  more than half of its  revenues  from
                    Japan).  The  Portfolio  may  invest  in stocks of any size,
                    including  up to 30% of its net assets in smaller  companies
                    that are traded over-the-counter. The Portfolio's focus on a
                    single  country  could give rise to increased  risk,  as the
                    Portfolio's   investments  will  not  be  diversified  among
                    countries   having   varying   characteristics   and  market
                    performance.

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


<PAGE>
------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------
                    Montgomery Variable Series - Emerging Markets: seeks capital        Montgomery Asset Management, LLC
EMERGING MARKETS    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 conditions, investments are maintained
                    in at least six emerging  market  countries at all times and
                    no more than 25% of total  assets  are  invested  in any one
                    emerging market country.
------------------------------------------------------------------------------------------------------------------------------------
Sector funds generally  diversify their investments  across particular  economic
sectors or a single industry.  However, because those investments are limited to
a comparatively narrow segment of the economy, sector funds are generally not as
diversified  as most mutual  funds.  Sector funds tend to be more  volatile than
other types of funds.  The value of fund shares may go up and down more  rapidly
than other funds. Each sector of the economy may also have different  regulatory
or other risk factors that can cause  greater  fluctuations  in the share price.
Please read the prospectus for the  underlying  sector fund for further  details
about the risks of the particular sector of the economy.
------------------- ------------------------------------------------------------------------------------------------ ---------------

                    AST Kinetics  Internet:  seeks long-term  growth of capital.          Kinetics Asset Management, Inc.
                    Under normal  circumstances,  the Portfolio invests at least
                    65%  of its  total  assets  in  common  stocks,  convertible
                    securities,  warrants and other equity securities having the
                    characteristics   of  common   stocks,   such  as   American
                    Depositary Receipts and International  Depositary  Receipts,
                    of domestic  and foreign  companies  that are engaged in the
                    Internet   and   Internet-related   activities.    Portfolio
                    securities  will  be  selected  by  the   Sub-advisor   from
                    companies  that are engaged in the  development of hardware,
                    software and  telecommunications  solutions  that enable the
                    transaction of business on the Internet by  individuals  and
                    companies,  as well as  companies  that offer  products  and
                    services primarily via the Internet.  The Portfolio seeks to
                    invest in the equity  securities of companies whose research
                    and development efforts may result in higher stock values.

                    ------------------------------------------------------------------------------------------------ ---------------
SECTOR              INVESCO  Variable  Investment  Funds -  Financial  Services:        INVESCO Funds Group, Inc.
                    seeks capital  appreciation.  The Portfolio normally invests
                    at least  80% of its  assets  in the  equity  securities  of
                    companies  involved in the financial  services sector.  This
                    sector   includes,   among  others,   banks   (regional  and
                    money-centers),  insurance  companies  (life,  property  and
                    casualty,  and multiline),  and investment and miscellaneous
                    industries    (asset   managers,    brokerage   firms,   and
                    government-sponsored agencies). The investment advisor seeks
                    companies  which it  believes  can grow their  revenues  and
                    earnings  regardless  of the  interest  rate  environment  -
                    although  securities prices of financial  services companies
                    generally are interest rate-sensitive.
                    ------------------------------------------------------------------------------------------------ ---------------
                    INVESCO Variable  Investment Funds - Health Sciences:  seeks        INVESCO Funds Group, Inc.
                    capital appreciation.  The Portfolio invests at least 80% of
                    its  assets  in the  equity  securities  of  companies  that
                    develop,  produce or distribute products or services related
                    to  health  care.  These  industries  include,  but  are not
                    limited to, medical equipment or supplies,  pharmaceuticals,
                    health care facilities, and applied research and development
                    of new products or services. The investment advisor attempts
                    to   blend    well-established    healthcare    firms   with
                    faster-growing,  more dynamic health care  companies,  which
                    have new  products or are  increasing  their market share of
                    existing products.
                    ------------------------------------------------------------------------------------------------ ---------------
                    INVESCO  Variable  Investment  Funds  -  Technology:   seeks        INVESCO Funds Group, Inc.
                    capital  appreciation.  The  Portfolio  normally  invests at
                    least  80%  of  its  assets  in  the  equity  securities  of
                    companies engaged in  technology-related  industries.  These
                    include, but are not limited to, communications,  computers,
                    video,   electronics,   oceanography,   office  and  factory
                    automation,  and robotics. A core portion of the Portfolio's
                    holdings are invested in market-leading technology companies
                    which the  investment  advisor  believes  will  maintain  or
                    improve their market share regardless of overall conditions.
                    ------------------------------------------------------------------------------------------------ ---------------
<PAGE>
------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------
                    INVESCO  Variable  Investment  Funds  -  Telecommunications:        INVESCO Funds Group, Inc.
 SECTOR             seeks capital  appreciation.  The Portfolio normally invests
(Cont.)             at least  80% of its  assets  in the  equity  securities  of
                    companies   that  are  primarily   engaged  in  the  design,
                    development,   manufacture,   distribution,   or   sale   of
                    communications  services and  equipment,  and companies that
                    are  involved  in  developing,  constructing,  or  operating
                    communications infrastructure projects throughout the world,
                    or in supplying equipment or services to such companies. The
                    telecommunications  sector  includes  companies  that  offer
                    telephone  services,   wireless  communications,   satellite
                    communications,   television  and  movie   programming   and
                    broadcasting.  Normally,  the Portfolio will invest at least
                    65% of its assets in  companies  located  in at least  three
                    different  countries,   although  U.S.  issuers  will  often
                    dominate the holdings.
------------------- ------------------------------------------------------------------------------------------------ ---------------

The First Trust(R) 10 Uncommon Values  Portfolio of the First Defined  Portfolio
Fund LLC invests in the securities of a relatively few number of issuers.  Since
the assets of the Portfolio are invested in a limited number of issuers, the net
asset  value  of the  Portfolio  may be more  susceptible  to a  single  adverse
economic,  political or regulatory occurrence. The Portfolio may also be subject
to additional  market risk due to its policy of investing based on an investment
strategy and  generally  not buying or selling  securities in response to market
fluctuations.  The  Portfolio's  relative lack of diversity and limited  ongoing
management may subject Owners to greater market risk than other portfolios.

------------------- ------------------------------------------------------------------------------------------------ ---------------
                    First   Trust(R)10   Uncommon   Values:   seeks  to  provide        First Trust Advisors L.P.
STRATEGY            above-average  capital  appreciation.  The Portfolio pursues
                    its  objective  by  investing  primarily  in the ten  common
                    stocks selected by the Investment Policy Committee of Lehman
                    Brothers Inc. ("Lehman Brothers") with the assistance of the
                    Research  Department  of  Lehman  Brothers  which,  in their
                    opinion have the greatest potential for capital appreciation
                    during  the next  year.  The  stock  selection  date for the
                    Portfolio is on or about July 1st of each year. The holdings
                    for the Portfolio will be adjusted annually on or about July
                    1st in accordance with the selections of Lehman Brothers. At
                    that time, the percentage  relationship  among the shares of
                    each issuer held by the  Portfolio is  established.  Through
                    the next one-year  period that percentage will be maintained
                    as  closely  as   practicable   when  the  Portfolio   makes
                    subsequent purchases and sales of the securities.

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

The ProFund VP UltraOTC and UltraSmall-Cap portfolios and the Nova, Ursa and OTC
portfolios  of the Rydex  Variable  Trust are  available  to all  Owners.  It is
recommended  that only those  Owners who engage a financial  advisor to allocate
their funds in strategic or tactical asset allocation strategies invest in these
portfolios.   There  can  be  no  assurance  that  any  financial  advisor  will
successfully predict market fluctuations.

------------------------------------------------------------------------------------------------------------------------------------
                    ProFund VP  UltraOTC:  seeks daily  investment  results that        ProFund  Advisors  LLC
                    correspond to twice (200%) the performance of the NASDAQ 100
                    Index(TM).  The  Portfolio  principally  invests  in futures
                    contracts on stock indexes and options on futures  contracts
                    and  financial  instruments  such as equity  caps,  collars,
                    floors and options on securities  and stock indexes of large
                    capitalization  companies. If the Portfolio is successful in
                    meeting its objective, it should gain approximately twice as
                    much as the growth  oriented  NASDAQ 100 Index(TM)  when the
                    prices of the  securities  in that index rise on a given day
                    and should lose approximately twice as much when such prices
                    decline on that day.
                    ------------------------------------------------------------------------------------------------ ---------------

STRATEGIC OR        ProFund VP  UltraSmall-Cap  (f/k/a  ProFund  VP Small  Cap):        ProFund  Advisors  LLC
  TACTICAL          seeks daily  investment  results  that  correspond  to twice
ALLOCATION          (200%) the  performance  of the  Russell  2000(R)Index.  The
                    Portfolio  principally invests in futures contracts on stock
                    indexes  and  options on  futures  contracts  and  financial
                    instruments such as equity caps, collars, floors and options
                    on securities  and stock indexes of diverse,  widely traded,
                    small   capitalization   companies.   If  the  Portfolio  is
                    successful  in  meeting  its   objective,   it  should  gain
                    approximately  twice as much as the growth oriented  Russell
                    2000(R)Index when the prices of the securities in that index
                    rise on a given day and should lose  approximately  twice as
                    much when such prices decline on that day.

                    ------------------------------------------------------------------------------------------------ ---------------
<PAGE>
------------------------------  ----------------------------------------------------------------------------------------------------
                                                                                                  PORTFOLIO
            STYLE/                          INVESTMENT OBJECTIVES/POLICIES                         ADVISOR/
             TYPE                                                                                SUB-ADVISOR
------------------------------  ----------------------------------------------------------------------------------------------------
------------------------------  ----------------------------------------------------------------------------------------------------
                    Rydex  Variable  Trust - Nova:  seeks to provide  investment        PADCO Advisors II, Inc.
                    returns that are 150% of the daily price movement of the S&P
                    500   Composite   Stock  Price  Index  by   investing  to  a
                    significant  extent in  futures  contracts  and  options  on
                    securities,  futures  contracts  and stock  indexes.  If the
                    Portfolio  meets its  objective the value of its shares will
                    tend to increase by 150% of the daily value of any  increase
                    in the S&P 500 Index. However, when the value of the S&P 500
                    Index declines, the value of its shares should also decrease
                    by 150% of the daily  value of any  decrease  in the S&P 500
                    Index.
                    ------------------------------------------------------------------------------------------------ ---------------
                    Rydex  Variable  Trust - Ursa:  seeks to provide  investment        PADCO Advisors II, Inc.
                    results that will inversely correlate (e.g. be the opposite)
STRATEGIC OR        to the  performance  of the S&P 500  Composite  Stock  Price
  TACTICAL          Index  by  investing  to a  significant  extent  in  futures
ALLOCATION          contracts and options on securities,  futures  contracts and
 (Cont.)            stock  indexes.  The Portfolio  will generally not invest in
                    the  securities  included  in  the  S&P  500  Index.  If the
                    Portfolio  meets its  objective the value of its shares will
                    tend to  increase  when the  value  of the S&P 500  Index is
                    decreasing.  However, when the value of the S&P 500 Index is
                    increasing,  the value of its shares  should  decrease by an
                    inversely proportional amount.
                    ------------------------------------------------------------------------------------------------ ---------------
                    Rydex  Variable  Trust - OTC:  seeks to  provide  investment        PADCO Advisors II, Inc.
                    results that correspond to a benchmark for  over-the-counter
                    securities, currently the NASDAQ 100 Index(TM), by investing
                    principally in the securities of companies  included in that
                    Index.  The Portfolio  may also invest in other  instruments
                    whose  performance  is expected to correspond to that of the
                    Index,  and may engage in futures and options  transactions.
                    If the Portfolio meets its objective the value of its shares
                    will tend to increase  by the amount of the  increase in the
                    NASDAQ 100 Index(TM).  However, when the value of the NASDAQ
                    100  Index(TM)declines,  the value of its shares should also
                    decrease  by the amount of the  decrease in the value of the
                    Index(TM).
------------------- ------------------------------------------------------------------------------------------------ ---------------
</TABLE>

"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. 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.


The First Trust(R) 10 Uncommon  Values  portfolio is not sponsored or created by
Lehman Brothers, Inc. ("Lehman Brothers"). Lehman Brothers' only relationship to
First Trust is the  licensing  of certain  trademarks  and trade names of Lehman
Brothers  and of the "10  Uncommon  Values"  which is  determined,  composed and
calculated  by  Lehman  Brothers  without  regard  to First  Trust or the  First
Trust(R) 10 Uncommon Values 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 or transfer  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.


<PAGE>


FEES AND 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  or  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 during the applicable Annuity Year. The amount of
the CDSC  decreases  over time,  measured from the date the Purchase  Payment is
applied. The CDSC percentages are shown below.

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

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

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 are 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.  We will  not
discriminate  unfairly  between  Annuity  purchasers  if and when we reduce  the
length or amount of the CDSC.

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.  We will not  provide  any  Additional
Amounts  for  any  such  contracts  (see   "Additional   Amounts  in  the  Fixed
Allocations").

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 of the Issue Date of your Annuity
or, if you surrender  your Annuity  during the Annuity Year, the fee is deducted
at the time of surrender.  We may increase the Annual  Maintenance Fee. However,
any increase will only apply to Annuities issued after the date of the increase.

We may  reduce or  eliminate  the  amount  of the  Annual  Maintenance  Fee when
Annuities are sold to  individuals  or a group of  individuals  in a manner that
reduces our  maintenance  expenses.  We would  consider such factors as: (a) the
size and type of group;  (b) the number of Annuities  purchased by an Owner; (c)
the amount of Purchase Payments; and/or (d) other transactions where maintenance
expenses are likely to be reduced.  We will not  discriminate  unfairly  between
Annuity  purchasers  if and when we eliminate  or reduce the Annual  Maintenance
Fee.

Optional  Death  Benefits:  If you elect to purchase one of the  Optional  Death
Benefits,  we will deduct a charge from your Account Value on the anniversary of
your Annuity's Issue Date or, under certain  circumstances  on a date other than
the anniversary date. Please refer to the section entitled "Death Benefit" for a
description of the charge for each Optional Death Benefit.


Transfer Fee: You may make twenty (20) free transfers between investment options
each Annuity Year.  We will charge $10.00 for each transfer  after the twentieth
in each Annuity Year. We do not consider transfers made as part of a dollar cost
averaging  program when we count the twenty free  transfers.  Transfers  made as
part of a rebalancing,  market timing or third party investment advisory service
will be subject to the twenty-transfer limit. However, all transfers made on the
same day will be treated as one (1)  transfer.  Renewals or transfers of Account
Value from a Fixed Allocation at the end of its Guarantee Period are not subject
to the Transfer Fee and are not counted toward the twenty free transfers. We may
allow a higher number of transfers each Annuity Year without charging a Transfer
Fee  or may  eliminate  the  Transfer  Fee  for  transfer  requests  transmitted
electronically or through other means that reduce our processing costs.


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.  We may assess a charge against the Sub-accounts and
the Fixed  Allocations equal to any taxes which may be imposed upon the separate
accounts.

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  basic
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.  We may
increase the portion of the Insurance Charge for administrative  costs. However,
any increase will only apply to Annuities issued after the date of the increase.

We may reduce the portion of the Insurance Charge for administrative  costs when
Annuities are sold to  individuals  or a group of  individuals  in a manner that
reduces our administrative  expenses. We would consider such factors as: (a) the
size and type of group;  (b) the number of Annuities  purchased by an Owner; (c)
the  amount  of  Purchase   Payments;   and/or  (d)  other   transactions  where
administration  expenses  are  likely to be  reduced.  We will not  discriminate
unfairly  between  Annuity  purchasers  if and when we reduce the portion of the
Insurance Charge attributed to the charge covering administrative costs.

WHAT CHARGES ARE ASSESSED BY THE PORTFOLIOS?


We do not assess any charges  against the  Portfolios.  However,  each Portfolio
charges a total annual fee comprised of an investment  management fee, operating
expenses and any  distribution  and service  (12b-1)  fees that may apply.  More
detailed  information  about fees and charges can be found the  prospectuses for
the Portfolios.


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 transfers, 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.  The amount  payable will depend on the  applicable
jurisdiction  and 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?

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. We must approve any Purchase Payment in excess of $500,000.

Age Restrictions:  There is no age restriction to purchase the Annuity. However,
the basic Death Benefit  provides  greater  protection for persons under age 90.
You should  consider  your need to access the value in your contract and whether
the  Annuity's  liquidity  features  will  satisfy  that  need.  If  you  take a
distribution  prior  to age 59  1/2,  you may be  subject  to a 10%  penalty  in
addition to ordinary income taxes on any gain.

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  during the accumulation  period.  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;
|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:

|X|  "surviving spouse";
|X|  each spouse named individually upon the death of the other; or
|X|  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.  We will allocate any additional  Purchase
Payments you make according to your most recent allocation instructions,  unless
you request new allocations when you submit a new Purchase Payment.

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.  We may  suspend  or cancel  bank
drafting  privileges if sufficient  funds are not available  from the applicable
financial institution on any date that a transaction is scheduled to occur.

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 current allocation  instructions.  If any rebalancing
or asset allocation  programs are in effect,  the allocation should 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 twenty (20). 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.


Any financial  transactions  involving the Rydex or ProFund VP Sub-accounts must
be received by us no later than one hour prior to any  announced  closing of the
applicable  securities  exchange  (generally,  3:00  p.m.  Eastern  time)  to be
processed on the current  Valuation  Day. We may extend the  "cut-off"  time for
financial  transactions  involving a Rydex or ProFund VP Sub-account to 1/2 hour
prior  to  any  announced  closing  (generally,  3:30  p.m.  Eastern  time)  for
transactions  submitted   electronically  through  American  Skandia's  Internet
website (americanskandia.com).  However, the Internet functionality is currently
available  only  to  Contract  Owners  who  have   authorized   their  financial
representatives to make financial transactions on their behalf.

We will  charge  $10.00 for each  transfer  after the  twentieth  (20th) 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 twenty
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 may allow a higher  number of  transfers  each  Annuity Year without
charging a Transfer Fee or may eliminate the Transfer Fee for transfer  requests
transmitted  electronically  or through  other means that reduce our  processing
costs.


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 or a specific transfer
request or group of  transfer  requests  may have a  detrimental  effect on Unit
Values or the share prices of the  Portfolios;  or (b) we are informed by one or
more of the  Portfolios  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 the share prices of affected
Portfolios. Without limiting the above, the most likely scenario where either of
the above  could  occur  would be if the  aggregate  amount of a trade or trades
represented  a relatively  large  proportion of the total assets of a particular
Portfolio. Under such a circumstance, we will process transfers according to our
rules then in effect and provide notice if the transfer request was denied. If a
transfer request is denied, a new transfer request may be required.

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.

You  can  Dollar  Cost  Average  from  variable   investment  options  or  Fixed
Allocations. Dollar Cost Averaging from Fixed Allocations is subject to a number
of rules that include,  but are not limited to the  following:

|X|  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.

We may credit additional  amounts to your Account Value if you allocate Purchase
Payments to Fixed  Allocations as part of a dollar cost averaging  program.  Any
such offer is at our sole discretion and may be cancelled at any point. Specific
rules may also apply including a change to the MVA formula. For more information
see "Additional Amounts in the Fixed Allocation."

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 number of 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 6.13%*. 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 0.551593.  That means that $55,159 will
be allocated to the Fixed  Allocation and the remaining  Account Value ($44,841)
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.


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


We may credit  additional  amounts to Fixed Allocations if you allocate Purchase
Payments in accordance with the balanced  investment  program we offer. Any such
offer is at our sole  discretion  and may be  cancelled  at any point.  Specific
rules  may  also  apply,  including  a  change  to the  MVA  formula.  For  more
information see "Additional Amounts in the Fixed Allocations."

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  financial  transactions  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 may also  establish  different  "cut-off  times" by which we must receive all
financial  transactions  for  certain  underlying  portfolios.   Currently,  the
portfolios  of  Rydex  Variable  Trust  and  ProFund  VP  are  subject  to  this
restriction.  Financial transactions involving a Rydex or ProFund VP Sub-account
must be  received  by us no later than one hour prior to any  announced  closing
time of the applicable  securities exchange (generally,  3:00 p.m. Eastern time)
to be processed on the current  Valuation  Day. The "cut-off" time for financial
transactions involving a Rydex or ProFund VP Sub-account will be extended to 1/2
hour prior to any  announced  closing  (generally,  3:30 p.m.  Eastern time) for
transactions  submitted   electronically  through  American  Skandia's  Internet
website  (americanskandia.com).  If you  request  a  transaction  involving  the
purchase or redemption  of Units in one of the Rydex or ProFund VP  Sub-accounts
after the applicable "cut-off" time, we will deem your request as received by us
on the next  Valuation  Day.  You may be required to submit a new request on the
following day.


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.

To the extent  permitted by law, we may  increase  interest  rates  offered to a
class of Owners who choose to participate in various services we make available.
This may  include,  but is not limited  to,  Owners who elect to use dollar cost
averaging from Fixed  Allocations (see "Do You Offer Dollar Cost Averaging?") or
the balanced  investment  program (see "Do You Offer a Program to Balance  Fixed
and Variable Investments?"). Any such program is at our sole discretion.

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.

If you surrender your Annuity under the "free-look"  provision,  the MVA formula
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 = $57,881.25
       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 = $57,881.25
       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 if then  available.  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.

ADDITIONAL AMOUNTS IN THE FIXED ALLOCATIONS

If you  allocate  Account  Value to the Fixed  Allocations  and  participate  in
certain  programs we offer to help you to manage your  Annuity's  Account Value,
under  certain  circumstances  we may apply  Additional  Amounts to your Account
Value allocated to the Fixed  Allocation.  Additional  Amounts may be offered at
any time at our sole discretion.  When offered,  Additional Amounts are provided
from our general account.

Any program to provide  Additional  Amounts to Fixed  Allocations are subject to
the following rules:

     |X|  Additional  Amounts are only offered if you  participate in a balanced
          investment  program (see "Do you offer a program to balance  fixed and
          variable investment  options?") or dollar cost averaging (see " Do you
          offer Dollar Cost Averaging?").

     |X|  Additional  Amounts  are  only  available  on  initial  or  additional
          Purchase Payments. Account Value transferred to a Fixed Allocation for
          use in  the  applicable  programs  will  not  receive  the  Additional
          Amounts.  Additional  Amounts are not  available on an Annuity that is
          issued following an exchange of another annuity issued by us.

     |X|  You may not withdraw any Additional  Amounts under the Free Withdrawal
          provision without  assessment of the contingent  deferred sales charge
          (see "Can I make withdrawals from my Annuity without a CDSC?).

     |X|  If  Additional  Amounts  are  applied to a Fixed  Allocation,  the MVA
          formula is revised as follows:

                           [(1+I) / (1+J+0.0020)]N/12

         Please refer to the section of the  Prospectus  entitled  "How does the
         Market Value Adjustment Work?" for a discussion of the MVA formula.

     |X|  We do not consider  Additional Amounts as "investment in the contract"
          for income tax purposes.

     |X|  We may require that you allocate  Account Value to a Fixed  Allocation
          with a Guarantee Period of certain duration (i.e. 10 years).

     |X|  Specific  rules  apply in relation  to the  duration of the  Guarantee
          Period  you must  choose to be  eligible  to  receive  any  Additional
          Amounts,  and the date on which we allocate any Additional  Amounts to
          the Fixed  Allocation and begin  crediting  interest on the Additional
          Amount.

AMERICAN SKANDIA'S PERFORMANCE ADVANTAGE



================================================================================
American  Skandia's  Performance  Advantage  was offered,  in those states where
approved,  between  May 15,  1999 and  October  22,  2000.  Contract  Owners who
purchased an Annuity during that period,  whose Annuity includes the Performance
Advantage feature, should refer to Appendix D for a description of the benefit.


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


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. We may
deduct a portion of the Account Value being  withdrawn or  surrendered as a CDSC
and we may also  apply a  Market  Value  Adjustment  to any  Fixed  Allocations.
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 unless the distribution  qualifies
as a non-taxable  exchange or transfer.  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. 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  during the  accumulation
phase.  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.

Then if the amount requested exceeds Purchase Payments still subject to a CDSC:

4.   we withdraw  the  remaining  amount from other  surrender  value due to any
     Additional Amounts in the Fixed Allocations.

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
1/2may be subject to a 10% tax penalty.

HOW MUCH CAN I WITHDRAW AS A FREE WITHDRAWAL?
The Free Withdrawal  provision that applies to your Annuity depends on its Issue
Date and your residence state. We began offering a new Free Withdrawal provision
in most  states as of May 1, 1996.  The Free  Withdrawal  provision  also varies
depending on whether  your Annuity is used as a funding  vehicle for a qualified
plan under Section 401 of the Code. As of the date of this Prospectus, we are no
longer offering the Annuity for use with Section 401 plans.

Annuities Issued on or after May 1, 1996

The maximum Free Withdrawal amount during any Annuity Year is the greater of:
1.    the "Growth" in the Annuity; or
2.   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),  minus any prior Free  Withdrawals,  or amounts deemed to come from
     Free Withdrawals, during the then current Annuity Year.
3.   The  "emergency  amount"  available  each Annuity Year minus any prior Free
     Withdrawals or amounts deemed to come from Free Withdrawals. The "emergency
     amount" on the Issue Date is 10% of the initial  Purchase  Payment.  At the
     beginning  of each  subsequent  Annuity  Year,  the  "emergency  amount" is
     increased by 10% of all Purchase  Payments that have been invested for less
     than the CDSC period, subject to a maximum of 50%. During any Annuity Year,
     the "emergency amount" is increased by 10% of all Purchase Payments applied
     during the Annuity Year.

Annuities Issued before May 1, 1996

The maximum Free Withdrawal amount during any Annuity Year is the greater of:
1.   the "Growth" in the Annuity; or
2.   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),  minus any prior Free  Withdrawals,  or amounts deemed to come from
     Free Withdrawals, during the then current Annuity Year.
3.   The "emergency amount" available each Annuity Year on or after Annuity Year
     1 is 35% of all Purchase Payments that have been invested for less than the
     CDSC period (with your Annuity, seven (7) years) minus the sum of all prior
     withdrawals of any type.

Annuities used as funding vehicles for Section 401 Plans

The maximum Free Withdrawal  amount during any Annuity Year is the same as above
based on the Issue Date of the Annuity.  However,  Item (2) of each provision is
as follows:

1.   20% 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),  minus any prior Free  Withdrawals,  or amounts deemed to come from
     Free Withdrawals, during the then current Annuity Year.


Under each provision  above,  "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.  "Growth" does not include any additional amounts
we applied to your Annuity  based on your  Purchase  Payments  (see  "Additional
Amounts in the Fixed Allocations").


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

The following  hypothetical  examples  assume that your Annuity was issued on or
after May 1, 1996.

1.   Assume  you  make an  initial  Purchase  Payment  of  $10,000  and  make no
     additional  Purchase  Payments.  Assume  that in  Annuity  Year  3,  due to
     positive investment performance, your Account Value is $12,500. If you have
     made no previous Free  Withdrawals,  the maximum Free Withdrawal  amount in
     Annuity Year 3 would be the greater of Growth (Account Value minus Purchase
     Payments = $2,500),  10% of Purchase  Payments  ($1,000) or 30% of Purchase
     Payments  ($3,000).  Your maximum Free Withdrawal  amount in Annuity Year 3
     would be $3,000.

2.   Assume  you  make an  initial  Purchase  Payment  of  $10,000  and  make no
     additional  Purchase  Payments.  Assume  that in  Annuity  Year  3,  due to
     positive investment performance,  your Account Value is $12,500. Assume you
     choose to withdraw  the Growth,  equal to $2,500 in Annuity  Year 3. Assume
     further that in Annuity Year 5, your Account Value has increased to $11,000
     due to positive investment performance.  The maximum Free Withdrawal amount
     in Annuity  Year 5 would be the  greater  of Growth  (Account  Value  minus
     Purchase  Payments = $1,000),  10% of Purchase  Payments ($1,000) or 50% of
     Purchase  Payments  minus the sum of any prior Free  Withdrawals  ($5,000 -
     $2,500 = $2,500).


3.   Assume  you  make an  initial  Purchase  Payment  of  $10,000  and  make no
     additional  Purchase  Payments.  Assume  that in  Annuity  Year  3,  due to
     positive investment performance,  your Account Value is $12,500. Assume you
     take the  maximum  Free  Withdrawal  amount in Annuity  Year 3 ($3,000)  as
     described  in Item 1 above.  Further  assume  that in  Annuity  Year 4, you
     choose to surrender your Annuity. Assume that your Account Value in Annuity
     Year 4 has  increased  to $10,500 due to positive  investment  performance.
     Upon  surrender,  we will  deduct a CDSC of 5% 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.  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 (5.0% of $10,000 = $500).  You would  receive  $10,400
     minus the Annual Maintenance Fee.



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.  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 prior to the
Annuity   Date  without   application   of  any  CDSC  upon   occurrence   of  a
medically-related  "Contingency  Event". The amount payable will be your Account
Value.


This waiver of any  applicable  CDSC is subject to our rules,  including but not
limited to the following:

|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.

For  contracts  issued  before May 1, 1996 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.

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

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  fixed  Annuity  Payment  Options.  Additional
Annuity  Payment  Options,  including  variable  options,  may be offered in the
future.

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:

|X|  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
|X|  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 fixed
Annuity  Payment  Options or any option we make  available  for death  proceeds.
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.


DEATH BENEFIT

WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?

The Annuity  provides a Death  Benefit  during its  accumulation  phase.  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, then the Contingent  Annuitant becomes the Annuitant and
a Death  Benefit will not be paid at that time.  The person upon whose death the
Death Benefit is paid is referred to below as the "decedent."

DEATH BENEFIT OPTIONS


Your Annuity  provides a "basic" Death Benefit at no additional  charge and also
offers two  different  optional  Death  Benefits  that can be  purchased  for an
additional charge.


Basic Death Benefit

The basic Death Benefit depends on the decedent's age on the date of death:

     If death  occurs  before the  decedent's  age 90: The Death  Benefit is the
greater of:

|X|  The sum of all Purchase Payments less the sum of all withdrawals; and

|X|  The sum of your Account Value in the variable  investment  options and your
     Interim Value in the Fixed Allocations.

     If death occurs when the decedent is age 90 or older:  The Death Benefit is
your Account Value.

Optional Death Benefits

We offer two optional  Death Benefits to provide an enhanced level of protection
for your beneficiaries.  Currently,  these benefits are only offered and must be
elected at the time that you  purchase  your  Annuity.  We may, at a later date,
allow existing  Annuity Owners to purchase either of the optional Death Benefits
subject to our rules.

If the  Annuity  has one  Owner,  the  Owner  must be age 80 or less at the time
either optional Death Benefit is purchased. If the Annuity has joint Owners, the
oldest Owner must be age 80 or less.  If the Annuity is owned by an entity,  the
Annuitant must be age 80 or less.

Key Terms Used with the Optional Death Benefits

|X|  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 the
     Annuitant, if entity owned.

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

|X|  The  Anniversary  Value is the Account Value as of each  anniversary of the
     Issue  Date  plus  the  sum of  all  Purchase  Payments  on or  after  such
     anniversary  less  the  sum of all  "Proportional  Reductions"  since  such
     anniversary.

|X|  A Proportional  Reduction is a reduction to the value being measured caused
     by a withdrawal,  equaling the  percentage of the withdrawal as compared to
     the Account Value as of the date of the  withdrawal.  For example,  if your
     Account Value is $10,000 and you withdraw $2,000 (a 20% reduction), we will
     reduce both your  Anniversary  Value and the amount  determined by Purchase
     Payments increasing at the appropriate interest rate by 20%.

|X|  The Assumed Accumulation Rate is the rate of interest that we will apply to
     your Purchase  Payments only for purposes of calculating this benefit.  The
     Assumed  Accumulation  Rate is different  depending on which Optional Death
     Benefit you select as shown below:

            --------------------------- ------------------------
                     Option 1                  Option 2
                  5.0% per year              7.2% per year
            --------------------------- ------------------------

--------------------------------------------------------------------------------
Certain terms and  conditions may differ if you purchase your Annuity as part of
an  exchange,  replacement  or  transfer,  in whole or in part,  from any  other
Annuity we issue.
--------------------------------------------------------------------------------

Calculation of Optional Death Benefits

The optional Death Benefit calculations depend on whether death occurs before or
after the Death Benefit Target Date.

Annuities with one Owner

The optional Death Benefits are calculated as follows:

         If the Owner  dies  before the Death  Benefit  Target  Date,  the Death
Benefit equals the greatest of:

1.   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
2.   the  sum  of all  Purchase  Payments  minus  the  sum  of all  Proportional
     Reductions,  each  increasing  daily until the Owner's date of death at the
     applicable Assumed Accumulation Rate for the option you elect, subject to a
     limit of 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; and
3.   the "Highest  Anniversary  Value" on or  immediately  preceding the Owner's
     date of death.


The amount  determined by this calculation is increased by any Purchase Payments
received  after the  Owner's  date of death and  decreased  by any  Proportional
Reductions since such date.


         If the Owner dies on or after the Death Benefit  Target Date, the Death
Benefit equals the greater of:

1.   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
2.   the greater of Item 2 & 3 above on the Death  Benefit  Target Date plus the
     sum of all Purchase  Payments less the sum of all  Proportional  Reductions
     since the Death Benefit Target Date.


Annuities with joint Owners

For Annuities with Joint Owners,  the Death Benefit is calculated as shown above
except that the age of the oldest of the Joint Owners is used to  determine  the
Death Benefit Target Date. 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  surviving  spouse can elect to
assume  ownership of the Annuity and continue the contract  instead of receiving
the Death Benefit.

Annuities owned by entities

For Annuities owned by an entity, the Death Benefit is calculated as shown above
except that the age of the  Annuitant  is used to  determine  the Death  Benefit
Target Date. Payment of the Death Benefit is based on the death of the Annuitant
(or Contingent Annuitant, if applicable).

Examples of Optional Death Benefit Calculation

The following are examples of how the Optional  Death  Benefits are  calculated.
Each example assumes that a $50,000 initial Purchase Payment is made and that no
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 and that all  Account  Value is
maintained in the variable investment options.

Example of market increase greater than Assumed Accumulation Rate

Assume that the Owner's Account Value has generally been increasing. On the date
we receive due proof of death (the Owner's 58th birthday),  the Account Value is
$90,000.  The Highest  Anniversary  Value at the end of any  previous  period is
$72,000.  The Death Benefit would be the Account Value  ($90,000)  because it is
greater  than  the  Highest  Anniversary  Value  ($72,000)  or the sum of  prior
Purchase  Payments  increased by 5.0%  annually  ($73,872.77 - Option 1) or 7.2%
annually for ($87,202.36 - Option 2).

Example of market decrease

Assume  that the  Owner's  Account  Value  generally  increased  until the fifth
anniversary  but  generally  has  been  decreasing   since  the  fifth  contract
anniversary.  On the  date we  receive  due  proof of death  (the  Owner's  58th
birthday),  the Account Value is $48,000.  The Highest  Anniversary Value at the
end of any previous  period is $54,000.  The Death  Benefit  would be the sum of
prior  Purchase  Payments  increased by 5.0% annually  ($73872.77 - Option 1) or
7.2% annually for  ($87202.36 - Option 2) 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
six years  following the Issue Date. On the sixth  anniversary  date the Account
Value was $90,000.  During the seventh Annuity Year, the Account Value increases
to as high as  $100,000  but then  subsequently  falls to $80,000 on the date we
receive due proof of death (the Owner's 58th birthday).  The Death Benefit would
be the Highest  Anniversary  Value at the end of any previous period  ($90,000),
which occurred on the sixth  anniversary,  although the Account Value was higher
during the subsequent period. The Account Value on the date we receive due proof
of death  ($80,000)  is  lower,  as is the sum of all  prior  Purchase  Payments
increased  by  5.0%  annually  ($73,872.77  -  Option  1) or 7.2%  annually  for
($87,202.36 - Option 2).

How much do you charge for the optional death benefits?

We deduct a charge  from your  Account  Value if you  elect to  purchase  either
Optional  Death  Benefit.  For  Option  1, each  deduction  is 0.30% of the then
current Death Benefit when the deduction is taken.  For Option 2, each deduction
is 0.50% of the then  current  Death  Benefit when the  deduction  is taken.  No
charge applies after the Annuity Date.

We deduct the charge:
1.   on each anniversary of the Issue Date;
2.   when  Account  Value is  transferred  to our general  account  prior to the
     Annuity Date;
3.   if you surrender your Annuity; and
4.   if you choose to terminate the benefit.

If you  surrender  the Annuity,  elect to begin  receiving  Annuity  payments or
terminate the benefit on a date other than an anniversary of the Issue Date, the
charge will be prorated.  During the first year after the Issue Date, the charge
would be prorated  from the Issue Date.  In all  subsequent  years,  it would be
prorated from the last anniversary of the Issue Date.

We first deduct the amount of the charge  pro-rata from the Account Value in the
variable  investment  options. We only deduct the charge pro-rata from the Fixed
Allocations  to the extent there is  insufficient  Account Value in the variable
investment  options  to pay the  charge.  If your  Annuity's  Account  Value  is
insufficient to pay the charge,  we may deduct your remaining  Account Value and
terminate your Annuity. We will notify you if your Account Value is insufficient
to pay the  charge  and allow you to submit an  additional  Purchase  Payment to
continue your Annuity.

Are there any exceptions to these rules for paying the Death Benefit?

Yes,  there are  exceptions  that  apply no matter  how your  Death  Benefit  is
calculated.  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.  Any minimum  Death
Benefit that applies will be suspended for a two-year period from the date he or
she first became Owner or  Annuitant.  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.  The  Interim  Value does not include the impact of any Market
Value  Adjustment.  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.


Transactions in Rydex and ProFund VP  Sub-accounts:  Any financial  transactions
involving the Rydex or ProFund VP  Sub-accounts  must be received by us no later
than one hour  prior  to any  announced  closing  of the  applicable  securities
exchange  (generally,  3:00 p.m.  Eastern  time) to be  processed on the current
Valuation Day. The "cut-off" time for financial  transactions  involving a Rydex
or ProFund VP  Sub-account  will be extended to 1/2 hour prior to any  announced
closing  (generally,   3:30  p.m.  Eastern  time)  for  transactions   submitted
electronically      through     American      Skandia's     Internet     website
(americanskandia.com).   However,   the  Internet   functionality  is  currently
available  only  to  Contract  Owners  who  have   authorized   their  financial
representatives to make financial transactions on their behalf. If you request a
transaction involving the purchase or redemption of Units in one of the Rydex or
ProFund VP Sub-accounts  after the applicable  "cut-off" time, we will deem your
request as  received  by us on the next  Valuation  Day.  You may be required to
submit a new request on the following day.



<PAGE>


TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?
Following is a brief summary of some of the Federal tax considerations  relating
to this Annuity.  However,  since the tax laws are complex and tax  consequences
are   affected  by  your   individual   circumstances,   this   summary  of  our
interpretation   of  the   relevant  tax  laws  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 ARE AMERICAN SKANDIA AND THE SEPARATE ACCOUNTS 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 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. Taxation of
the Annuity will depend in large part on:

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

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

Individual  Ownership:  If one or more individuals own an Annuity,  the Owner of
the Annuity is  generally  not taxed on any increase in the value of the 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 and is not a Qualified
Contract, generally the Owner of the Annuity must currently include any increase
in the value of the Annuity during a tax year in its gross income.  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  taxable  in the  year  it is
received.  The amount of any distribution treated as a return of the "investment
in the contract" is not includible in gross income.

|X|  "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).

|X|  "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"  that were 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,  endowment,  or annuity contracts under Section
     1035 of the Code. Unless  "after-tax" or non-deductible  contributions have
     been made to a Qualified  Contract,  the "investment in the contract" for a
     Qualified Contract will be considered zero for tax reporting purposes.

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." The investment in the contract is
excluded from gross income.  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 by the  beneficiary in the tax
year of such death.

Penalty Tax on  Distributions:  Generally,  any distribution from an annuity not
used in conjunction with a Qualified Contract (Qualified Contracts are discussed
below) is subject to a penalty  equal to 10% of the amount  includible  in gross
income. This penalty does not apply to certain distributions, including:
|X|  Distributions made on or after the taxpayer has attained age 591/2;
|X|  Distributions  made on or after the death of the contract owner, or, if the
     owner is an entity, the death of the annuitant;
|X|  Distributions attributable to the taxpayer's becoming disabled;
|X|  Distributions  which are part of a 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);
|X|  Distributions of amounts which are treated as "investments in the contract"
     made prior to August 14, 1982;
|X|  Payments under an immediate annuity as defined in the Code;
|X|  Distributions under a qualified funding asset under Code Section 130(d); or
|X|  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 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 contracts 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  from any one
contract  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 guidance 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":  (also known
as  "72(t)"  or  "72(q)"   distributions)  Any  modification  to  a  program  of
distributions  which  are  part of a  series  of  substantially  equal  periodic
payments that occur before the later of the taxpayer reaching age 59 1/2 or five
(5) years from the first of such 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.  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.

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 a contract if: (a) purchase payments for the
exchanged  contract were  contributed or deemed to be contributed  more than one
year prior to the annuity starting date 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.

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|  Lastly,  from the amount of any  "investment  in the  contract"  made after
     August 13, 1982.

Therefore,  to the extent a distribution is equal to or 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.


On November 22, 1999, the Internal Revenue Service issued an acquiescence in the
decision of the United States Tax Court in Conway v.  Commissioner (111 T.C. 350
(1998)) that a taxpayer's partial surrender of a non-qualified  annuity contract
and  direct  transfer  of the  resulting  proceeds  for  the  purchase  of a new
non-qualified annuity contract qualifies as a non-taxable exchange under Section
1035 of the Internal Revenue Code. "Acquiescence" means that the IRS accepts the
holding of the Court in a case and that the IRS will follow it in  disposing  of
cases with the same controlling  facts.  Prior to the Conway decision,  industry
practice has been to treat a partial surrender of account value as fully taxable
to the extent of any gain in the  contract  for tax  reporting  purposes  and to
"step-up"  the  basis  in  the  contract  accordingly.  However  with  the  IRS'
acquiescence in the Conway  decision,  partial  surrenders may be treated in the
same way as tax-free  1035  exchanges of entire  contracts,  therefore  avoiding
current taxation of any gains in the contract as well as the 10% IRS tax penalty
on pre-age 59 1/2 withdrawals.  The IRS reserved the right to treat transactions
it considers  abusive as  ineligible  for this  favorable  partial 1035 exchange
treatment.  We do not know what  transactions  may be  considered  abusive.  For
example, we do not know how the IRS may view early withdrawals or annuitizations
after a partial  exchange.  As of the date of this  prospectus,  we will treat a
partial  surrender of this type involving a non-qualified  annuity contract as a
"tax-free" exchange for future tax reporting purposes, except to the extent that
we, as a reporting and withholding  agent,  believe that we would be expected to
deem the transaction to be abusive.  However,  some insurance  companies may not
recognize these partial  surrenders as tax-free exchanges and may report them as
taxable  distributions  to the  extent  of  any  gain  distributed  as  well  as
subjecting  the  taxable  portion  of the  distribution  to the  10%  IRS  early
distribution  penalty.  We strongly urge you to discuss any  transaction of this
type with your tax advisor before proceeding with the transaction.

While the  principles  expressed in the Conway  decision  appear  applicable  to
partial  exchanges from life  insurance,  there is no guidance from the Internal
Revenue  Service as to whether it concurs with  non-recognition  treatment under
Section  1035 of the Code for such  transactions.  We will  continue to report a
partial  surrender of a life insurance  policy as subject to current taxation to
the  extent of any gain.  In  addition,  please be  cautioned  that no  specific
guidance  has been  provided  as to the  impact  of such a  transaction  for the
remaining life insurance policy, particularly as to the subsequent methods to be
used to test for  compliance  under  the Code  for both the  definition  of life
insurance and the definition of a modified endowment contract.


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 intended
to be complete discussions. 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.  The terms and conditions of the  tax-qualified  retirement  plan may
impose other  limitations and restrictions  that are in addition to 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 offer all of its annuities to
all of 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 Section 401(a) of the Code including
401(k) plans.  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.

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

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

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

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  to  establish  an IRA  and  the  time  when
distributions  must  commence.  Further,  an  Annuity  may be  established  with
"roll-over"  distributions  from  certain  tax-qualified  retirement  plans  and
maintain the tax-deferred status of these amounts.

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 Federal income and penalty taxes.

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.

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

HOW ARE DISTRIBUTIONS FROM QUALIFIED CONTRACTS TAXED?

Distributions  from Qualified  Contracts 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  a  distribution
representing  after-tax  contributions.  Generally, a 10% penalty tax applies to
the taxable  portion of a distribution  from a Qualified  Contract made prior to
age 59 1/2. However, the 10% penalty tax does not apply when the distribution:

|X|  is part of a properly  executed transfer to another IRA or another eligible
     qualified account;
|X|  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);
|X|  is part of a series 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;
|X|  is subsequent to a separation  from service after the taxpayer  attains age
     55*;
|X|  does not exceed the  employee's  allowable  deduction  in that tax year for
     medical care*;
|X|  is made to an alternate  payee pursuant to a qualified  domestic  relations
     order*; and
|X| is made pursuant to an IRS levy.

The exceptions above which are followed by an asterisk (*) do not apply to IRAs.
Certain other exceptions may be available.

Minimum Distributions after age 70 1/2: A participant's  interest in a Qualified
Contract  must  generally be  distributed,  or begin to be  distributed,  by the
"required  beginning date". This is 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  retirementoption  is not available to
     IRAs.

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 or life expectancy of the  participant (or the life  expectancies of
the owner 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  or  pursuant  to an annuity
payout.  If the account  balance is used, it generally is based upon the Account
Value as of the close of business on the last day of the previous calendar year.

If the participant  dies before reaching his or her "required  beginning  date",
his or her entire  interest must generally be distributed  within five (5) 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 deceased owner would have attained age 70
1/2. A surviving  spouse  would also have the option to assume the IRA as his or
her own if he or she is the sole designated  beneficiary.  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 Qualified Contracts, may
be subject to automatic 20% withholding for Federal income taxes.  This will not
apply to:

|X|  any portion of a distribution paid as Minimum Distributions;
|X|  direct transfers to the trustee of another retirement plan;
|X|  distributions   from  an  individual   retirement   account  or  individual
     retirement annuity;
|X|  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
|X|  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
on or after  the  assignment  or  pledge of an  entire  annuity  and 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 as  Qualified
Contracts,  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 someone 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 ("American Skandia") is a stock life
insurance  company  domiciled in Connecticut  with licenses in all 50 states and
the District of  Columbia.  American  Skandia is a  wholly-owned  subsidiary  of
American Skandia,  Inc.,  formerly known as American Skandia  Investment Holding
Corporation,  whose ultimate parent is Skandia Insurance Company Ltd., a Swedish
company.  American Skandia markets its products to broker-dealers  and financial
planners  through an internal  field  marketing  staff.  In  addition,  American
Skandia markets through and in conjunction with financial  institutions  such as
banks that are permitted directly, or through affiliates, to sell annuities.

American  Skandia is in the  business of issuing  variable  annuity and variable
life  insurance  contracts.  American  Skandia  currently  offers the  following
products:  (a) flexible  premium  deferred  annuities  and single  premium fixed
deferred  annuities  that are  registered  with the SEC; (b) certain other fixed
deferred  annuities  that are not  registered  with the SEC;  (c) certain  group
variable  annuities that are exempt from registration with the SEC that serve as
funding  vehicles  for various  types of  qualified  pension and profit  sharing
plans;  (d) a single premium  variable life insurance  policy that is registered
with  the  SEC;  and  (e) a  flexible  premium  life  insurance  policy  that is
registered with the SEC.

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

Separate Account B

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.  The name of each Sub-account generally corresponds to the name of
the  underlying  Portfolio.  The  names  of each  Sub-account  are  shown in the
Statement of Additional  Information.  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 Investment  Company Act
of 1940 ("Investment  Company 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. 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 the
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.


American  Skandia  Trust  (the  "Trust")  has  obtained  an  exemption  from the
Securities and Exchange Commission that permits its investment adviser, American
Skandia Investment Services,  Incorporated ("ASISI"), subject to approval by the
Board of Trustees of the Trust,  to change  sub-advisors  for a Portfolio and to
enter into new sub-advisory  agreements,  without obtaining shareholder approval
of the changes.  This exemption (which is similar to exemptions granted to other
investment  companies  that are  organized in a similar  manner as the Trust) is
intended  to  facilitate  the  efficient   supervision  and  management  of  the
sub-advisors by ASISI and the Trustees.  The Trust is required,  under the terms
of the exemption, to provide certain information to shareholders following these
types of changes.


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,  Inc., 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 also  acts as an  introducing  broker-dealer  through  which it  receives  a
portion of brokerage  commissions  in  connection  with  purchases  and sales of
securities  held by  portfolios  of American  Skandia Trust which are offered as
underlying investment options under the Annuity.

ASM's principal  business address is One Corporate Drive,  Shelton,  Connecticut
06484. ASM is registered as broker-dealer  under the Securities  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.


We may advertise the performance of the underlying mutual fund portfolios in the
form of "Standard" and  "Non-standard"  Total Returns.  "Standard  Total Return"
figures  assume  that  all  charges  and  fees  are  applicable,  including  any
contingent   deferred  sales  charge  that  may  apply  for  the  period  shown.
"Non-standard  Total  Return"  figures  may also be used that do not reflect all
fees and charges.  Non-standard  Total Returns are calculated in the same manner
as standardized returns except that the calculations may assume no redemption at
the  end of the  applicable  periods,  thus  these  figures  may not  take  into
consideration the Annuity's contingent deferred sales charge.


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
NASDAQ 100, 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.  This  Prospectus is part of the  registration  statement we filed
with the 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, 1999 previously filed
by the Company with the SEC under the Exchange Act 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  Customer  Service  Team at  1-800-752-6342  or our  automated
     telephone access and response system (STARS) at 1-800-766-4530
|X|  writing to us at American  Skandia Life Assurance  Corporation,  Attention:
     Customer Service, P.O. Box 7038, Bridgeport, Connecticut 06601-7038
|X|  sending an email to  [email protected]  or  visiting  our
     Internet Website at www.americanskandia.com
|X|  accessing  information  about your Annuity through our Internet  Website at
     www.americanskandia.com

You can obtain account  information  through our automated  telephone access and
response system (STARS) and at  www.americanskandia.com,  our Internet  Website.
Our Customer Service representatives are also available during business hours to
provide  you with  information  about  your  account.  You can  request  certain
transactions  through our telephone voice response system,  our Internet Website
or through a customer service representative.  You can provide authorization for
a third party,  including your  attorney-in-fact  acting  pursuant to a power of
attorney or a financial  professional,  to access your account  information  and
perform certain  transactions on your account.  You will need to complete a form
provided by us which  identifies those  transactions  that you wish to authorize
via telephonic  and  electronic  means and whether you wish to authorize a third
party  to  perform  any  such   transactions.   We  require  that  you  or  your
representative provide proper identification before performing transactions over
the  telephone  or through  our  Internet  Website.  This may include a Personal
Identification  Number  (PIN)  that will be  provided  to you upon issue of your
Annuity or you may establish or change your PIN through our automated  telephone
access and response system (STARS) and at www.americanskandia.com,  our Internet
Website. Any third party that you authorize to perform financial transactions on
your account will be assigned a PIN for your account.

Transactions  requested via telephone are recorded.  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.

American  Skandia  does  not  guarantee  access  to  telephonic  and  electronic
information or that we will be able to accept  transaction  instructions via the
telephone or electronic means at all times.  American Skandia reserves the right
to limit, restrict or terminate telephonic and electronic transaction privileges
at any time.

INDEMNIFICATION

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Securities  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 SEC such indemnification is against
public policy as expressed in the Securities 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.

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS

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

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

Patricia J. Abram                                             Senior Vice President                           Senior Vice President:
48                                                            and Director (since September, 2000)                 American Skandia
                                                                                                             Marketing, Incorporated

Ms. Abram  joined us in 1998.  She  previously  held the position of Senior Vice
President,  Chief Marketing Officer with Mutual Service  Corporation.  Ms. Abram
was employed there since 1982.

Lori Allen                                                    Vice President                                         Vice President:
30                                                                                                                 American Skandia
                                                                                                             Marketing, Incorporated

Kimberly Anderson                                             Vice President                                         Vice President:
33                                                                                                                  American Skandia
                                                                                                             Marketing, Incorporated

Robert M. Arena                                               Vice President                                         Vice President:
31                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr. Arena joined us in 1995. He previously held an internship position with KPMG
Peat  Marwick in 1994 and the position of Group Sales  Representative  with Paul
Revere Insurance from October, 1990 to August, 1993.

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

Robert W. Brinkman                                            Senior Vice President                           Senior Vice President:
35                                                                                                                  American Skandia
                                                                                                             Marketing, Incorporated

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

Carl Cavaliere                                                Vice President                                         Vice President:
37                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr.  Cavaliere joined us in 1998. He previously held the position of Director of
Operations with Aetna, Inc. since 1989.

Y.K. Chan                                                     Senior Vice President                            Senior Vice President
42                                                            and Director (since September, 2000)    and Chief Information Officer:
                                                                                                        American Skandia Information
                                                                                                 Services and Technology Corporation

Mr. Chan joined us in 1999. He previously held the position of Chief Information
Officer  with E.M.  Warburg  Pincus from  January  1995 until April 1999 and the
position of Vice President,  Client Server Application Development with Scudder,
Stevens and Clark from January 1991 until January 1995.

Lucinda C. Ciccarello                                         Vice President                                         Vice President:
41                                                                                                                 American Skandia
                                                                                                             Marketing, Incorporated

Ms.  Ciccarello joined us in 1997. She previously held the position of Assistant
Vice President with Phoenix Duff & Phelps since 1984.

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

Tim Cronin                                                    Vice President                                         Vice President:
34                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr. Cronin joined us in 1998. He previously held the position of  Manager/Client
Investor with Columbia Circle Investors since 1995.

Harold Darak                                                  Vice President                                         Vice President:
39                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr.   Darak   joined  us  in  1999.   He   previously   held  the   position  of
Consultant/Senior Manager with Deloitte & Touche since 1998 and the positions of
Second  Vice  President  with The  Guardian  since 1996 and The  Travelers  from
October, 1982 until December, 1995.

Wade A. Dokken                                                President and Chief Executive Officer                    President and
40                                                            Director (since July, 1991)                    Chief Executive Officer
                                                                                                              American Skandia, Inc.

Elaine C. Forsyth                                             Vice President                                         Vice President:
38                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Larisa Gromyko                                                Director, Insurance Compliance         Director, Insurance Compliance:
53                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Maureen Gulick                                                Director, Business Operations           Director, Business Operations:
37                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Berthann Jones                                                Vice President                                         Vice President:
45                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Jones  joined  us in  1997.  She  previously  held  the  position  of  Vice
President/Trust  Officer with Ridgefield Bank since 1996 and Manager with Wright
Investors Service since 1993.

Ian Kennedy                                                   Senior Vice President                           Senior Vice President:
52                                                            and Director (since September, 2000)                  American Skandia
                                                                                                             Marketing, Incorporated

Mr. Ian Kennedy  joined us in 1998. He previously was  self-employed  since 1996
and held the position of Vice President, Customer Service with SunLife of Canada
from September, 1968 to August, 1995.

N. David Kuperstock                                           Vice President                                         Vice President:
48                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Robert K. Leach                                               Vice President                                         Vice President,
45                                                                                                                    Chief Actuary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Robert K. Leach joined us in 2000.  He  previously  was employed in the U.S.
Retirement  Products  and  Services  Division of Sun Life of Canada and held the
position of vice President, Finance and Product.

Thomas M. Mazzaferro                                          Executive Vice President and              Executive Vice President and
47                                                            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,
45                                                                                                          Assurances and Financial
                                                                                                                  Services Division:
                                                                                                      Skandia Insurance Company Ltd.

David R. Monroe                                               Senior Vice President,                          Senior Vice President,
38                                                            Treasurer and                                            Treasurer and
                                                              Corporate Controller                             Corporate Controller:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Monroe joined us in 1996. He  previously  held  positions of Assistant  Vice
President at Allmerica Financial since 1994.

Michael A. Murray                                             Senior Vice President                           Senior Vice President:
31                                                                                                                  American Skandia
                                                                                                             Marketing, Incorporated

Brian O'Connor                                                Vice President                                         Vice President:
35                                                                                                                  American Skandia
                                                                                                             Marketing, Incorporated

Polly Rae                                                     Vice President                                         Vice President:
37                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Rebecca Ray                                                   Vice President                                  Senior Vice President:
44                                                                                                                  American Skandia
                                                                                                             Marketing, Incorporated

Ms.  Ray  joined us in 1999.  She  previously  held the  position  of First Vice
President with Prudential  Securities since 1997 and Vice President with Merrill
Lynch since 1995.

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

Hayward L. Sawyer                                             Senior Vice President                           Senior Vice President:
55                                                                                                                 American Skandia
                                                                                                             Marketing, Incorporated

Lisa Shambelan                                                Vice President                                         Vice President:
34                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Karen Stockla                                                 Vice President                                         Vice President:
33                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Ms.  Stockla  joined us in 1998.  She  previously  held the position of Manager,
Application Development with Citizens Utilities Company since 1996 and HRIS Tech
Support Representative with Yale New Haven Hospital since 1993.

William H. Strong                                             Vice President                                         Vice President:
56                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr. Strong joined us in 1997. He previously  held the position of Vice President
with American  Financial Systems from June 1994 to October 1997 and the position
of Actuary with Connecticut Mutual Life from June 1965 to June 1994.

Leslie S. Sutherland                                          Vice President                                         Vice President:
46                                                                                                                  American Skandia
                                                                                                             Marketing, Incorporated

Amanda C. Sutyak                                              Vice President                                         Vice President:
42                                                            Director (since July, 1991)                      American Skandia Life
                                                                                                               Assurance Corporation

Christian W. Thwaites                                         Senior Vice President                           Senior Vice President:
42                                                            and Director (since September, 2000)                  American Skandia
                                                                                                             Marketing, Incorporated

Mr.  Thwaites  joined us in 1996. He previously  held the position of consultant
with Monitor  Company since  October 1995 and Vice  President  with Aetna,  Inc.
since 1995.

Mary Toumpas                                                  Vice President                                      Vice President and
48                                                                                                              Compliance Director:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

Ms. Toumpas  joined us in 1997.  She  previously  held the position of Assistant
Vice President with Chubb Life/Chubb Securities since 1973.

Bayard F. Tracy                                               Senior Vice President and                       Senior Vice President:
52                                                            Director (since September, 1994)                      American Skandia
                                                                                                             Marketing, Incorporated

Deborah G. Ullman                                             Senior Vice President                           Senior Vice President:
45                                                            and Director (since September, 2000)             American Skandia Life
                                                                                                               Assurance Corporation

Ms. Ullman joined us in 1998. She previously held the position of Vice President
with Aetna, Inc. since 1977.

Jeffrey M. Ulness                                             Vice President                                         Vice President:
39                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Derek Winegard                                                Vice President                                         Vice President:
41                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Mr.  Winegard  joined us in 1999. He previously held the position of Senior Vice
President with Trust Consultants, Inc. since 1991.

Brett M. Winson                                               Senior Vice President and                       Senior Vice President:
44                                                            Director (since March 2000)                     American Skandia, Inc.

Mr. Winson  joined us in 1998.  He  previously  held the position of Senior Vice
President with Sakura Bank, Ltd. since 1990.
</TABLE>



CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The following are the contents of the Statement of Additional Information:

General Information about American Skandia
|X|  American Skandia Life Assurance Corporation
|X|  American  Skandia Life Assurance  Corporation  Variable  Account B (Class 1
     Sub-accounts)
|X|  American Skandia Life Assurance Corporation Separate Account D

Principal Underwriter/Distributor - American Skandia Marketing, Incorporated

How Performance Data is Calculated
|X|  Current and Effective Yield
|X|  Total Return

How the Unit Price is Determined

Additional Information on Fixed Allocations
|X|  How We Calculate the Market Value Adjustment

General Information
|X|  Voting Rights
|X|  Modification
|X|  Deferral of Transactions
|X|  Misstatement of Age or Sex
|X|  Ending the Offer

Independent Auditors

Legal Experts

Financial Statements
|X|  Appendix A - American Skandia Life Assurance Corporation Variable Account B
     (Class 1 Sub-accounts)



<PAGE>


            APPENDIX A - FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA

SELECTED FINANCIAL DATA

The following table summarizes information with respect to the operations of the
Company:

<TABLE>
<CAPTION>

(in thousands)                                                     For the Year Ended December 31,

                                                 1999              1998           1997           1996            1995
                                                 ----              ----           ----           ----            ----
STATEMENT OF OPERATIONS DATA

Revenues:
Annuity and life insurance
<S>                                        <C>             <C>              <C>              <C>           <C>
   charges and fees*                       $     289,989   $      186,211   $    121,158     $    69,780   $    38,837
Fee income                                        83,243           50,839         27,593          16,420         6,206
Net investment income                             10,441           11,130          8,181           1,586         1,601
Premium income and
    other revenues                                 3,688            1,360          1,082             265            45
                                           -------------    -------------   ------------     -----------   -----------
Total revenues                             $     387,361    $     249,540   $    158,014     $    88,051   $    46,689
                                           =============    =============   ============     ===========   ===========

Benefits and Expenses:
Annuity and life insurance benefits        $         612    $         558   $      2,033     $       613   $       555
Change in annuity policy reserves                  3,078            1,053             37             635        (6,779)
Cost of minimum death benefit
    reinsurance                                    2,945            5,144          4,545           2,867         2,057
Return credited to contractowners                 (1,639)          (8,930)        (2,018)            673        10,613
Underwriting, acquisition and

    other insurance expenses                     206,350          167,790         90,496          49,887        35,914
Interest expense                                  69,502           41,004         24,895          10,791         6,500
                                           -------------    -------------  -------------    ------------  ------------

Total benefits and expenses                $     280,848    $     206,619  $     119,988    $     65,466  $     48,860
                                           =============    =============  =============    ============  ============
Income tax expense (benefit)               $      30,344    $       8,154  $      10,478    $     (4,038) $        397
                                           =============    =============  =============    ============  ============

Net income (loss)                          $      76,169    $      34,767  $      27,548    $     26,623  $     (2,568)
                                           =============    =============  =============    ============  =============

STATEMENT OF FINANCIAL CONDITION

Total Assets                               $  30,849,414    $  18,848,273  $  12,894,290    $  8,268,696  $  4,956,018
                                           =============    =============  =============    ============  ============

Future fees payable to parent              $     576,034    $     368,978  $     233,034    $     47,112  $          -
                                           =============    =============  =============    ============  ============

Surplus Notes                              $     179,000    $     193,000  $     213,000    $    213,000  $    103,000
                                           =============    =============  =============    ============  ============
Shareholder's  Equity                      $     359,434    $     250,417  $     184,421     $   126,345  $     59,713
                                           =============    =============  =============     ===========  ============
</TABLE>

* On annuity and life  insurance  sales of $6,862,968,  $4,159,662,  $3,697,990,
$2,795,114, and $1,628,486 during the years ended December 31, 1999, 1998, 1997,
1996, and 1995,  respectively,  with  contractowner  assets under  management of
$29,396,693, $17,854,761, $12,119,191, $7,764,891, and $4,704,044 as of December
31, 1999, 1998, 1997, 1996 and 1995, respectively.

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

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  should be read in conjunction with the financial  statements and the
notes thereto and Item 6, Selected Financial Data.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations contains certain  forward-looking  statements pursuant to the Private
Securities Litigation Reform Act of 1995. These  forward-looking  statements are
based on estimates and assumptions that involve certain risks and uncertainties,
therefore  actual  results could differ  materially due to factors not currently
known. These factors include  significant changes in financial markets and other
economic and business conditions,  state and federal legislation and regulation,
ownership and competition.

 Results of Operations

 Annuity and life insurance  sales increased 65%, 12%, and 32% in 1999, 1998 and
1997,  respectively.  The Company continues to show significant  growth in sales
volume as a result of innovative product development activities, the recruitment
and  retention of top  producers,  and the success of its highly rated  customer
service teams. The sales growth was also attributable to the strong  performance
of the underlying mutual funds,  which support the Separate Account assets.  All
three major distribution channels achieved significant sales growth in 1999.

 As a result of the  significant  growth in sales and assets  under  management,
contractowner fees and charges and fees generated from transfer  agency-type and
investment support activities increased considerably over the past three years:

     (annual percentage growth)   1999              1998              1997

   Annuity and life insurance
     charges and fees              56%               54%              74%
   Fee income                      64%               84%              68%

Net investment  income decreased 6% in 1999,  increased 36% and 416% in 1998 and
1997,  respectively.  The  decrease  in 1999 was the  result  of  $1,036,000  of
amortization  of the premium paid on a derivative  instrument  purchased  during
1999. As noted in Note 2C of Notes to  Consolidated  Financial  Statements,  the
derivative  instrument,  an equity put option,  was purchased as a hedge against
potential GMDB reserves increases.  Excluding the derivative amortization,  1999
net  investment  income  increased 3% as a result of increased  bond holdings in
support of the Company's risk-based capital  initiatives.  The increases in 1998
and 1997 were generated from the bond holdings, which were increased in 1998 and
1997 to meet risk based capital goals, which in turn, have increased as a result
of the growth in business.

 Premium  income  represents  premiums  earned on sale of  ancillary  contracts;
immediate annuities with life contingencies,  supplementary  contracts with life
contingencies  and  certain  life  insurance  products.  Sales of  supplementary
contracts  increased in 1999 and  decreased in slightly in 1998 and 1997.  There
were no immediate annuities sold in 1999 and sales in 1998 and 1997 were modest.

 Annuity benefits, which represent immediate annuities,  supplementary contracts
and death  benefits  paid on annuity  contracts  with  mortality  risks were not
significant  in each of the past  three  years due  primarily  to the age of the
policies in force.

 The change in annuity policy reserves  includes  changes in reserves related to
annuity  contracts  with  mortality  risks as well as the  Company's  guaranteed
minimum death benefit ("GMDB") liability. During the second quarter of 1999, the
Company's  agreement to reinsure  substantially  all of its exposure on the GMDB
was terminated and the business was  recaptured,  as the reinsurer had announced
its intention to exit this market.  The increase in reserves resulting from this
change  was  offset by a  decrease  in  reserves  associated  with the change to
reserve methodology on the GMDB. The new reserve  methodology  complies with the
National  Association of Insurance  Commissioners  Actuarial Guideline XXXIV. In
the later half of 1999,  the Company  instituted  a hedge  program to manage the
market risk and reserve  fluctuations  associated with the GMDB policies through
the use of equity put options.  The Company is currently continuing this program
while evaluating alternative hedging strategies.

<PAGE>

 The reinsurance premium associated with the GMDB exposure is based on levels of
assets under  management.  Due to increased sales and account growth,  this cost
had  increased  in 1997 and 1998 and through May 1999.  The  termination  of the
reinsurance  treaty as of May 31, 1999  resulted in the year to year decrease in
this benefit for the twelve months ended December 31, 1999.

 Return  credited to  contractowners  consists of revenues on the  variable  and
market value  adjusted  annuities  and variable  life  insurance,  offset by the
benefit payments and change in reserves required on this business.  Market value
adjusted annuity  activity has the largest impact on this benefit.  In 1999, the
Separate Account investment returns on these contracts did not meet the expected
returns  calculated in the reserves.  In 1998, the actual returns  significantly
outperformed the expected returns and in 1997, these expectations were met.

 Underwriting,  acquisition and other insurance expenses for 1999, 1998 and 1997
were as follows:

<TABLE>
<CAPTION>

                       (in thousands)                     1999                 1998               1997
                                                          ----                 ----               ----

<S>                                                      <C>                  <C>                <C>
   Commissions and general expenses                    $ 576,649            $ 342,594          $ 281,560
   Net capitalization of deferred
      acquisition costs                                 (370,299)            (174,804)          (191,064)
                                                       ---------            ---------           ---------

   Underwriting, acquisition and other
      insurance expenses                               $ 206,350             $167,790            $90,496
                                                       =========             ========            =======
</TABLE>

Commissions,  general  operating  expenses and the net  deferral of  acquisition
costs have all  increased in 1999,  due largely to record  sales.  Current sales
trends  have  resulted  in a shift to asset based  commission  agreements.  This
coupled with  increased  asset  levels from  increased  sales and equity  market
appreciation  have led to the increase in commissions and general  expenses.  In
1998, commissions and general expenses increased as a result of strong sales and
start up costs  associated with the Company's entry into variable life insurance
and qualified plans. The net  capitalization  of acquisition  costs decreased in
1998 as a result of increased  amortization.  In 1997,  expense  increases  were
driven primarily from strong sales.

Interest  expense  increased  $28,498,000,  $16,109,000 and $14,104,000 in 1999,
1998 and 1997,  respectively,  as a result of additional financing transactions,
which  consisted  of the  sale of  future  fees to the  Parent  ("securitization
transactions").  In addition,  the Company retired surplus notes on December 10,
1999 and December 31, 1998 of $14,000,000 and $20,000,000 respectively.  Surplus
notes  outstanding  as of December  31, 1999 and 1998 totaled  $179,000,000  and
$193,000,000, respectively.

The effective  income tax rates for the years ended December 31, 1999,  1998 and
1997 were 28%, 19% and 28%,  respectively.  The effective rate is lower than the
corporate rate of 35% due to permanent  differences,  with the most  significant
item being the dividend received  deduction.  Management  believes that based on
the  taxable  income  produced in the past two years,  as well as the  continued
growth in annuity sales, the Company will produce  sufficient  taxable income in
future years to realize its deferred tax assets.

The Company  generated  net income  after tax of  $76,169,000,  $34,767,000  and
$27,548,000 in 1999, 1998 and 1997, respectively.  The Company benefited in each
of  the  past  three  years  from  strong  sales  growth  and  favorable  market
conditions.  The Company considers Mexico an emerging market and has invested in
the Skandia Vida  operations  with the  expectation  of generating  profits from
long-term savings products in future years. As such,  Skandia Vida has generated
net losses of $2,523,000, $2,514,000 and $1,438,000 for the years ended December
31, 1999, 1998 and 1997, respectively.

Total assets grew 64%, 46%, and 56% in 1999, 1998 and 1997, respectively.  These
increases were a direct result of the substantial sales volume and market growth
of the separate account assets. The sales and market growth also drove increases
in deferred  acquisition  costs, as well as fixed maturity  investments  held in
support of the Company's risk based capital requirements.  Liabilities grew 64%,
46%, and 56% in 1999, 1998 and 1997,  respectively,  as a result of the reserves
required for the increased sales activity along with the sale of future fees and
charges  during  these  periods.  These  sales of future fees and charges to the
Parent  are  needed  to fund the  acquisition  costs of the  Company's  variable
annuity and life insurance business.

Liquidity and Capital Resources

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

The majority of the  operating  cash outflow  resulted from the sale of variable
annuity and  variable  life  products  which carry a contingent  deferred  sales
charge.  This type of product causes a temporary cash strain in that 100% of the
proceeds are invested in separate accounts supporting the product leaving a cash
(but not capital)  strain caused by the  acquisition  cost for the new business.
This cash strain  required the Company to look beyond the cash made available by
insurance  operations and investments of the Company to financing in the form of
surplus notes, capital contributions,  the sale of certain rights to future fees
and charges as well as modified coinsurance reinsurance  arrangements:

     o During 1999 and 1998, the Company  received  $34,800,000 and $22,600,000,
     respectively,  from ASI to support the capital needs of its U.S. operations
     during the current year along with the following year's  anticipated growth
     in business.  In addition,  the Company received  $1,690,000 and $5,762,000
     from ASI in 1999 and 1998 to support  its  investment  in Skandia  Vida.

     o  Funds  received  from  new  securitization   transactions   amounted  to
     $265,710,000,  $169,881,000,  and  $194,512,000  for  1999,  1998 and 1997,
     respectively  (see Note 8 of the Notes to  Audited  Consolidated  Financial
     Statements).  In addition,  $71,000,000 was received from ASI in the fourth
     quarter of 1999 in advance of a securitization transaction completed in the
     first quarter of 2000.

     o  During  1999,  1998 and  1997,  the  Company  extended  its  reinsurance
     agreements.   The   reinsurance   agreements   are   modified   coinsurance
     arrangements  where the  reinsurer  shares in the  experience of a specific
     book of business.

The  Company  expects  the  continued  use  of  reinsurance  and  securitization
transactions to fund the cash strain  anticipated from the acquisition  costs on
the coming years' sales volume.

As of December  31, 1999 and 1998,  shareholder's  equity was  $359,434,000  and
$250,417,000,   respectively.  The  increases  were  driven  by  the  previously
mentioned  capital   contributions   received  from  ASI  and  net  income  from
operations.

The Company has long-term  surplus notes and short-term  borrowings with ASI. No
dividends  have  been  paid  to  ASI.

The National Association of Insurance  Commissioners ("NAIC") requires insurance
companies to report  information  regarding  minimum Risk Based Capital  ("RBC")
requirements.  These requirements are intended to allow insurance  regulators to
identify  companies  which  may need  regulatory  attention.  The RBC  model law
requires that insurance  companies apply various  factors to asset,  premium and
reserve items, all of which have inherent risks. The formula includes components
for asset risk, insurance risk, interest risk and business risk. The Company has
complied  with the  NAIC's RBC  reporting  requirements  and has total  adjusted
capital well above required capital.

Effects of Inflation

The  rate of  inflation  has  not  had a  significant  effect  on the  Company's
financial statements.

<PAGE>

Year 2000 Compliance

The Company's  computer  support is provided by its affiliate,  American Skandia
Information  Services  and  Technology  Corporation,  which also  provides  such
support for the Company's affiliated broker-dealer,  American Skandia Marketing,
Incorporated and the Company's  affiliated  investment  advisory firm,  American
Skandia  Investment  Services,  Incorporated.  Because  of  the  nature  of  the
Company's  business,  any  assessment of the  potential  impact of the Year 2000
issues on the Company must be an  assessment  of the  potential  impact of these
issues  on all  these  companies,  which  are  referred  to below  as  "American
Skandia".

The  Company  experienced  no  significant  errors or  disruptions  in  computer
service, interfaces with computer systems of investment managers,  sub-advisors,
third  party  administrators,  vendors and other  business  partners on or after
January  1, 2000.

American Skandia engaged external information  technology  specialists to review
its operating systems and internally  developed  software.  The costs associated
with these assessments and Year 2000 related  remediation was $1,400,000 in 1999
and $750,000 in 1998 and prior.  The Company was allocated the majority of these
costs.

American  Skandia   continues  to  review  new  and  existing  systems  and  has
contingency  plans in place as part of its Business  Continuity  Plan. This plan
involves  virtually  all aspects of the business and will continue to be a focus
of management beyond the Year 2000 event.

Outlook

The  Company  believes  that it is well  positioned  to retain and  enhance  its
position as a leading provider of financial  products for long-term  savings and
retirement  purposes  as well as to address  the  economic  impact of  premature
death, estate and business planning concerns and supplemental  retirement needs.
Strength in the areas of investment options offered, innovative and leading edge
product  offerings  and  superior  customer  service  are  expected to allow the
Company to continue to grow market  share in a  marketplace  which  continues to
grow.

Certain regulatory and legislative initiatives or proposed accounting standards,
if adopted,  could  adversely  impact the Company,  despite  it's strong  market
position.  Of particular  importance is President  Clinton's proposed budget for
2001, which includes proposed  revenue-raising tax changes such as the "DAC tax"
on annuity and life  products that could  further  increase the  Company's  cash
strain. In addition,  the recently enacted Financial Services Modernization Act,
which allows banks and insurance  companies to affiliate  under a common holding
company,  may create previously unseen  competitive  pressures that could impact
the  Company's  ability to do  business  in the same  manner it has  previously.
Additionally,  discussions  on  regulation of the Internet may impact on the way
the Company does business in the future.

QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT MARKET RISK

The Company is subject to potential  fluctuations in earnings and the fair value
of certain of its assets and liabilities, as well as variations in expected cash
flows due to changes in market  interest rates and equity prices.  The following
discussion  focuses on specific  exposures  the Company has to interest rate and
equity price risk and  describes  strategies  used to manage  these  risks.  The
discussion  is limited to financial  instruments  subject to market risks and is
not  intended  to be a complete  discussion  of all of the risks the  Company is
exposed to.

Interest Rate Risk

Fluctuations   in  interest   rates  can   potentially   impact  the   Company's
profitability  and  cash  flows.  The  Company  has  97% of  assets  held  under
management that are in non-guaranteed  Separate Accounts for which the Company's
exposure is not significant as the contractowner  assumes  substantially all the
investment  risk.  On the  remaining  3% of assets the  interest  rate risk from
contracts   that  carry   interest  rate   exposure,   is  managed   through  an
asset/liability  matching program which takes into account the risk variables of
the insurance liabilities supported by the assets.

At December 31, 1999, the Company held in its general  account  $201,509,000  of
fixed  maturity  investments  that are  sensitive to changes in interest  rates.
These securities are held in support of the Company's fixed immediate  annuities
and supplementary  contracts  ($29,912,000 in reserves at December 31, 1999) and
in  support  of  the  Company's  target  solvency  capital.  The  Company  has a
conservative  investment  philosophy  with  regard  to  these  investments.  All
investments are investment grade corporate securities, government agency or U.S.
government  securities.

The Company's  deferred annuity products offer a fixed option which subjects the
Company to  interest  rate risk.  The fixed  option  guarantees  a fixed rate of
interest for a period of time selected by the  contractowner.  Guarantee  period
options  available range from 1 to 10 years.  Withdrawal of funds before the end
of  the  guarantee  period  subjects  the  contract  holder  to a  market  value
adjustment  ("MVA"). In the event of rising interest rates, which make the fixed
maturity  securities  underlying the guarantee  less valuable,  the MVA could be
negative.  In the  event of  declining  interest  rates,  which  make the  fixed
maturity  securities underlying  the guarantee  more  valuable, the MVA could be
positive.  The resulting  increase or decrease in the value of the fixed option,
from  calculation  of the MVA,  should  substantially  offset  the  increase  or
decrease in the market value of the securities  underlying  the  guarantee.  The
Company  maintains  strict  asset/liability  matching  to  enable  this  offset.
However,  the  Company  still  takes  on the  default  risk  for the  underlying
securities,  the interest rate risk of reinvestment of interest payments and the
risk of failing to maintain the asset/liability matching program with respect to
duration and  convexity.  At December 31, 1999 the Company had  $939,585,000  in
fixed  investment  options  subject to these risks.

Equity Market Exposure

The  primary  equity  market  risk to the  Company  comes from the nature of the
variable  annuity and variable life  products sold by the Company.  Various fees
and charges earned are substantially derived as a percentage of the market value
of assets under management.  In a market decline,  this income would be reduced.
This could be further  compounded  by customer  withdrawals,  net of  applicable
surrender  charge  revenues,  partially  offset by transfers to the fixed option
discussed  above.  A 10%  decline  in  the  market  value  of the  assets  under
management at December 31, 1999,  sustained  throughout 2000, would result in an
approximate  drop in related annual fee income of  $48,178,000.

As discussed in Note 2 of the  Consolidated  Financial  Statements,  in 1999 the
Company utilized derivative instruments to hedge against the risk of significant
decreases  in equity  markets  which would  expose the Company to  increases  in
guaranteed  minimum death benefits  liabilities.  Prior to the implementation of
this program the Company utilized reinsurance to transfer this risk.

The Company has a small portfolio of equity investments;  mutual funds which are
held in support of a deferred compensation program. In the event of a decline in
market  values  of  underlying  securities,  the  value of the  portfolio  would
decline,  however  the  accrued  benefits  payable  under the  related  deferred
compensation program would decline by a corresponding amount.

In  addition,  it is not clear what the impact of a  prolonged  downturn  in the
equity markets would have on ongoing sales. Customer's perceptions of a downturn
in equity  markets  coupled  with  rising  interest  rates  could move them into
financial products other than variable annuities or variable life; however,  the
Company's  products  might remain  attractive to purchasers in relation to other
long-term savings vehicles even after such a decline.

<PAGE>


                  AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF
                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION



                          INDEPENDENT AUDITOR'S REPORT

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

We have audited the consolidated  statements of financial  condition of American
Skandia  Life  Assurance  Corporation  (the  "Company"  which is a  wholly-owned
subsidiary of Skandia  Insurance Company Ltd.) as of December 31, 1999 and 1998,
and the related  consolidated  statements of income,  shareholder's  equity, and
cash flows for each of the three years in the period  ended  December  31, 1999.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of American Skandia
Life Assurance  Corporation at December 31, 1999 and 1998, and the  consolidated
results of their  operations  and cash flows for each of the three  years in the
period  ended  December  31,  1999  in  conformity  with  accounting  principles
generally accepted in the United States.

/s/Ernst & Young LLP


Hartford, Connecticut
February  11,  2000,
except for Note 18 as to which the date is March 22, 2000


<PAGE>

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

                 Consolidated Statements of Financial Condition
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                 As of December 31,
                                                                          1999                        1998
                                                                     ---------------            ----------------

ASSETS

Investments:
<S>                                                                  <C>                        <C>
  Fixed maturities - at amortized cost                               $        3,360             $         8,289
  Fixed maturities - at fair value                                          198,165                     141,195
  Investment in mutual funds - at fair value                                 16,404                       8,210
  Derivative instruments                                                        189                           -
  Policy loans                                                                1,270                         569
                                                                      --------------              --------------

    Total investments                                                       219,388                     158,263

Cash and cash equivalents                                                    89,212                      77,525
Accrued investment income                                                     4,054                       2,880
Deferred acquisition costs                                                1,087,705                     721,507
Reinsurance receivable                                                        4,062                       4,191
Receivable from affiliates                                                        -                       1,161
Income tax receivable - deferred                                             51,726                      38,861
State insurance licenses                                                      4,263                       4,413
Fixed assets                                                                  3,305                         328
Other assets                                                                  4,533                       3,744
Separate account assets                                                  29,381,166                  17,835,400
                                                                     ---------------            ----------------

  Total assets                                                       $   30,849,414             $    18,848,273
                                                                     ===============            ================
</TABLE>

LIABILITIES AND SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>

<S>                                                                   <C>                       <C>
Liabilities:
Reserve for future contractowner benefits                            $       11,215             $        37,508
Policy reserves                                                              29,912                      25,545
Drafts outstanding                                                           51,059                      28,941
Accounts payable and accrued expenses                                       158,590                      91,827
Income tax payable                                                           24,268                       6,657
Payable to affiliates                                                        68,736                           -
Future fees payable to parent                                               576,034                     368,978
Short-term borrowing                                                         10,000                      10,000
Surplus notes                                                               179,000                     193,000
Separate account liabilities                                             29,381,166                  17,835,400
                                                                     ---------------            ----------------

  Total Liabilities                                                      30,489,980                  18,597,856
                                                                     ---------------            ----------------

Shareholder's equity:
  Common stock, $100 and $80 par value, 25,000 shares authorized,
    issued and outstanding                                                    2,500                       2,000
  Additional paid-in capital                                                215,879                     179,889
  Retained earnings                                                         141,162                      64,993
  Accumulated other comprehensive income                                       (107)                      3,535
                                                                     ---------------            ----------------

    Total Shareholder's equity                                              359,434                     250,417
                                                                     ---------------            ----------------

    Total liabilities and shareholder's equity                       $   30,849,414             $    18,848,273
                                                                     ===============            ================
</TABLE>

                See notes to consolidated financial statements.

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

                      Consolidated Statements of Operations
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     For the Year Ended December 31,
                                                              1999                1998                1997
                                                         --------------       -------------       -------------

REVENUES

<S>                                                      <C>                  <C>                 <C>
Annuity and life insurance charges and fees              $     289,989        $    186,211        $    121,158
Fee income                                                      83,243              50,839              27,593
Net investment income                                           10,441              11,130               8,181
Premium income                                                   1,278                 874                 920
Net realized capital gains                                         578                  99                  87
Other                                                            1,832                 387                  75
                                                         --------------       -------------       -------------

  Total revenues                                               387,361             249,540             158,014
                                                         --------------       -------------       -------------


EXPENSES

Benefits:
  Annuity and life insurance benefits                              612                 558               2,033
  Change in annuity and life insurance policy reserves           3,078               1,053                  37
  Cost of minimum death benefit reinsurance                      2,945               5,144               4,545
  Return credited to contractowners                             (1,639)             (8,930)             (2,018)
                                                         --------------       -------------       -------------

                                                                 4,996              (2,175)              4,597

Expenses:
  Underwriting, acquisition and other insurance
    expenses                                                   206,350             167,790              90,496
  Interest expense                                              69,502              41,004              24,895
                                                         --------------       -------------       -------------

                                                               275,852             208,794             115,391
                                                         --------------       -------------       -------------

  Total benefits and expenses                                  280,848             206,619             119,988
                                                         --------------       -------------       -------------

    Income from operations before income tax                   106,513              42,921              38,026

      Income tax expense                                        30,344               8,154              10,478
                                                         --------------       -------------       -------------

        Net income                                       $      76,169        $     34,767        $     27,548
                                                         ==============       =============       =============
</TABLE>
                See notes to consolidated financial statements.

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

                 Consolidated Statements of Shareholder's Equity
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     For the Year Ended December 31,
                                                              1999                1998                1997
                                                         --------------      --------------      --------------

Common stock:
<S>                                                      <C>                 <C>                 <C>
  Beginning balance                                      $       2,000       $       2,000       $       2,000
  Increase in par value                                            500                   -                   -
                                                         --------------      --------------      --------------

    Ending balance                                               2,500               2,000               2,000
                                                         --------------      --------------      --------------

Additional paid in capital:
  Beginning balance                                            179,889             151,527             122,250
  Transferred to common stock                                     (500)                  -                   -
  Additional contributions                                      36,490              28,362              29,277
                                                         --------------      --------------      --------------

    Ending balance                                             215,879             179,889             151,527
                                                         --------------      --------------      --------------

Retained earnings:
  Beginning balance                                             64,993              30,226               2,678
  Net income                                                    76,169              34,767              27,548
                                                         --------------      --------------      --------------

    Ending balance                                             141,162              64,993              30,226
                                                         --------------      --------------      --------------

Accumulated other comprehensive income:

  Beginning balance                                              3,535                 668                (584)
  Other comprehensive income                                    (3,642)              2,867               1,252
                                                         --------------      --------------      --------------

    Ending Balance                                                (107)              3,535                 668
                                                         --------------      --------------      --------------

      Total shareholder's equity                         $     359,434       $     250,417       $     184,421
                                                         ==============      ==============      ==============
</TABLE>
                See notes to consolidated financial statements.

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

                      Consolidated Statements of Cash Flows
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     For the Year Ended December 31,
                                                              1999                1998                1997
                                                         --------------       -------------      --------------

Cash flow from operating activities:

<S>                                                      <C>                        <C>          <C>
  Net income                                             $      76,169              34,767       $       27,548
  Adjustments to reconcile net income to net
    cash used in operating activities:
      Amortization and depreciation                              1,495                 251                  223
      Deferred tax expense                                     (10,903)            (14,242)              (9,631)
      Change in unrealized losses on derivatives                 3,749                   -                    -
      Increase in policy reserves                                4,367               1,130                3,176
      Change in receivable from/payable to affiliates           69,897                 166               (1,321)
      Change in income tax payable                              17,611               7,704               (2,172)
      Increase in other assets                                    (789)             (1,173)                (415)
      Increase in accrued investment income                     (1,174)               (438)                (483)
      Decrease/(increase) in reinsurance receivable                129               2,152                 (268)
      Increase in deferred acquisition costs                  (366,198)           (174,804)            (190,969)
      Increase in accounts payable and accrued expenses         66,763              20,637                5,719
      Increase in drafts outstanding                            22,118               9,663                6,245
      Change in foreign currency translation, net                  701                 (22)                (34)
      Realized capital gain                                       (578)                (99)                (87)
                                                         --------------       -------------      --------------

        Net cash used in operating activities                 (116,643)            (114,308)           (162,469)
                                                         --------------       -------------      --------------

Cash flow from investing activites:

      Purchase of fixed maturity investments                   (99,250)            (31,828)            (28,905)
      Proceeds from sale and maturity of fixed
        maturity investments                                    36,226               4,049              10,755
      Purchase of derivatives                                   (4,974)                  -                   -
      Purchase of shares in mutual funds                       (17,703)             (7,158)             (5,595)
      Proceeds from sale of shares in mutual funds              14,657               6,086               1,415
      Purchase of fixed assets                                  (3,178)                (18)               (189)
      Increase in policy loans                                    (701)                118                (528)
                                                         --------------       -------------      --------------

        Net cash used in investing activities                  (74,923)            (28,751)            (23,047)
                                                         --------------       -------------      --------------

Cash flow from financing activities:

      Capital contribution from parent                          22,490               8,362              29,277
      Increase in future fees payable to parent                207,056             135,944             185,922
      Net withdrawals from contractowner accounts              (26,293)             (5,696)              6,959
                                                         --------------       -------------      --------------

        Net cash provided by financing activities               203,253             138,610             222,158
                                                         --------------       -------------      --------------

          Net increase/(decrease) in cash and cash
            equivalents                                         11,687              (4,449)             36,642

          Cash and cash equivalents at beginning of year        77,525              81,974              45,332
                                                         --------------       -------------      --------------

            Cash and cash equivalent at end of year      $      89,212              77,525       $      81,974
                                                         ==============       =============      ==============

     Income taxes paid                                   $      23,637              14,651       $      22,308
                                                         ==============       =============      ==============

      Interest paid                                      $      69,697              35,588       $      16,916
                                                         ==============       =============      ==============
</TABLE>
                See notes to consolidated financial statements.

<PAGE>

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

                   Notes to Consolidated Financial Statements

                                December 31, 1999

1.  ORGANIZATION AND OPERATION

    American   Skandia  Life  Assurance   Corporation   (the  "Company")  is  a
    wholly-owned subsidiary of American Skandia, Inc. ("ASI", formerly known as
    American Skandia Investment Holding Corporation) whose  ultimate  parent is
    Skandia Insurance Company Ltd., a Swedish Corporation.

    The Company  develops  long-term  savings and retirement  products which are
    distributed through its affiliated  broker/dealer company,  American Skandia
    Marketing,  Incorporated ("ASM"). The Company currently issues variable life
    insurance and variable, fixed, market value adjusted and immediate annuities
    for individuals, groups and qualified pension plans.

    The Company has 99.9%  ownership  in Skandia  Vida,  S.A. de C.V.  ("Skandia
    Vida") which is a life insurance company  domiciled in Mexico.  Skandia Vida
    had total  shareholder's  equity of $4,592,000 and $4,724,000 as of December
    31, 1999, and 1998,  respectively.  The Company considers Mexico an emerging
    market and has invested in the Skandia Vida  operations with the expectation
    of generating  profits from long-term  savings  products in future years. As
    such,  Skandia Vida has generated net losses of  $2,523,000,  $2,514,000 and
    $1,438,000  for  the  years  ended   December  31,  1999,   1998  and  1997,
    respectively.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    A.  Basis of Reporting

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

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

    B.  New Accounting Pronouncements

        In March 1998, the American  Institute of Certified  Public  Accountants
        issued Statement of Position ("SOP") 98-1,  "Accounting for the Costs of
        Software Developed or Obtained for Internal Use. The SOP, which has been
        adopted prospectively as of January 1, 1999, requires the capitalization
        of certain  costs  incurred in connection  with  developing or obtaining
        internal use  software.  Prior to the adoption of SOP 98-1,  the Company
        expensed  all  internal use  software  related  costs as  incurred.  The
        Company has identified and  capitalized  $3,035,000 of costs  associated
        with internal use software  during 1999 and is amortizing the applicable
        costs on a straight-line basis over a three year period. At December 31,
        1999,  the  unamortized  balance was $2,920,000 and is included in fixed
        assets.

        In June 1998, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of  Financial   Accounting  Standards  133,  "Accounting  for
        Derivative Instruments and Hedging Activities" (FAS 133).  Subsequently,
        in July 1999,  FASB issued FAS 137  "Deferral of the  Effective  Date of
        FASB  Statement  133".  The  adoption  date was delayed to fiscal  years
        beginning  after June 15, 2000. The Company is currently  evaluating the
        potential impact on its financial position.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    C.  Investments

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

        The Company has classified its mutual fund  investments  held in support
        of a deferred compensation plan are available-for-sale. Such investments
        are carried at fair value and changes in unrealized gains and losses are
        reported as a component of other comprehensive income.

        Derivative  instruments are recorded  consistent with hedged items.  The
        Company hedges the market value  fluctuations of the guaranteed  minimum
        death benefit ("GMDB")  exposure  embedded in its policy reserves and as
        such,  the portion of the  derivative  instrument  which  constitutes an
        effective hedge is carried at market value. The cost associated with the
        portion of the instrument  which is not considered an effective hedge is
        amortized to investment income over the life of the instrument.

        Policy loans are carried at their unpaid principal balances.

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

    D.  Derivative Instruments

        During the second quarter of 1999,  the Company's  agreement to reinsure
        substantially  all of its exposure on its GMDB  liability was terminated
        and the business was recaptured, as the reinsurer had recently announced
        its intention to exit this market. In response, the Company instituted a
        hedge program to effectively manage the market risk associated with GMDB
        reserve  fluctuations  using put options.  The cash  invested in the put
        options is at risk to the extent that the value of the underlying  index
        is less than the strike price at the exercise date. This would be offset
        by a corresponding decrease in the hedged GMDB exposure.

    E.  Cash Equivalents

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

    F.  Fair Values of Financial Instruments

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

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

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    F.  Fair Values of Financial Instruments (continued)

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

        The  fair  value  of the  portion  of the  derivative  instrument  which
        constitutes an effective  hedge is determined  based on current value of
        the underlying index.

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

        The carrying value of short-term  borrowing  approximates fair value due
        to the short-term nature of these liabilities.

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

    G.  State Insurance Licenses

        Licenses  to do  business  in  all  states  have  been  capitalized  and
        reflected  at  the  purchase  price  of  $6,000,000   less   accumulated
        amortization.  The cost of the licenses is being amortized on a straight
        line basis over 40 years.

    H.  Income Taxes

        The Company is included in the  consolidated  federal  income tax return
        and combined state income tax return of an upstream company, Skandia AFS
        Development  Holding  Corporation  and certain of its  subsidiaries.  In
        accordance with the tax sharing agreement,  the federal and state income
        tax provisions  are computed on a separate  return basis as adjusted for
        consolidated items such as net operating loss carryforwards.

        Deferred   income  taxes  reflect  the  net  tax  effects  of  temporary
        differences  between the carrying  amounts of assets and liabilities for
        financial  reporting  purposes  and the  amounts  used  for  income  tax
        purposes.

    I.  Recognition of Revenue and Contract Benefits

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

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    I.  Recognition of Revenue and Contract Benefits (continued)

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

        Revenues for  immediate  annuity  contracts  without life  contingencies
        consist  of  net  investment  income.  Revenues  for  immediate  annuity
        contracts with life  contingencies  consist of single  premium  payments
        recognized as annuity considerations when received. Benefit reserves for
        these  contracts are based on the Society of Actuaries 1983 Table-a with
        assumed  interest rates that vary by issue year.  Assumed interest rates
        ranged from 6.25% to 8.25% at December 31, 1999 and 1998.

        Revenues  for  variable  life  insurance  contracts  consist  of charges
        against  contractowner  account  values for  mortality  and expense risk
        fees,  cost of insurance  fees,  taxes and  surrender  charges.  Certain
        contracts  also include  charges  against  premium to pay state  premium
        taxes.  Benefit reserves for variable life insurance contracts represent
        the account  value of the  contracts  and are  included in the  separate
        account liabilities.

    J.  Deferred Acquisition Costs

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

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

<TABLE>
<CAPTION>

                           (in thousands)                        1999                    1998                  1997
                                                                 ----                    ----                  ----

<S>                                                              <C>                  <C>                    <C>
                  Balance at beginning of year                   $721,507              $546,703              $355,734
                                                                 --------              --------              --------

                  Acquisition costs deferred

                     during the year                              450,059               261,432               243,476

                  Acquisition costs amortized

                     during the year                              (83,861)              (86,628)              (52,507)
                                                                 ---------             --------              --------

                                                                  366,198               174,804               190,969
                                                                  -------               -------               -------

                  Balance at end of year                       $1,087,705              $721,507              $546,703
                                                               ==========              ========              ========
</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    K.  Reinsurance

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

        As noted in Note 2D,  the  Company  reinsured  its  exposure  to  market
        fluctuations  associated  with its GMDB liability in 1999,  1998 and the
        beginning of 1997. Under this reinsurance  agreement,  the Company ceded
        premiums  of  $2,945,000,  $5,144,000  and  $4,545,000;  received  claim
        reimbursements   of  $242,000,   $9,000  and  $46,000;   and,   recorded
        increases/(decreases)  in  reserves  of  ($2,763,000),   ($323,000)  and
        $918,000 in each of the three years, respectively.

        At December 31, 1999 and 1998,  in accordance  with the  provisions of a
        modified  coinsurance   agreement,   the  Company  accrued  $41,000  and
        $1,976,000,   respectively,   for  amounts   receivable  from  favorable
        reinsurance experience on a block of variable annuity business.

    L.  Translation of Foreign Currency

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

    M.  Separate Accounts

        Assets and  liabilities  in Separate  Accounts  are included as separate
        captions in the consolidated statements of financial condition. Separate
        Account  assets consist  principally of long term bonds,  investments in
        mutual funds,  short-term securities and cash and cash equivalents,  all
        of  which  are  carried  at fair  value.  The  investments  are  managed
        predominately  through  the  Company's  investment  advisory  affiliate,
        American Skandia Investment Services, Inc. ("ASISI"),  utilizing various
        fund managers as sub-advisors.  The remaining investments are managed by
        independent  investment  firms.  The  contractowner  has the  option  of
        directing  funds to a wide variety of mutual funds.  The investment risk
        on the variable portion of a contract is borne by the  contractowner.  A
        fixed option with a minimum guaranteed  interest rate is also available.
        The Company is  responsible  for the credit risk  associated  with these
        investments.

        Included  in  Separate   Account   liabilities  are   $896,205,000   and
        $771,195,000  at December 31, 1999 and 1998,  respectively,  relating to
        annuity contracts for which the contractowner is guaranteed a fixed rate
        of return.  Separate  Account assets of $896,205,000 and $771,195,000 at
        December 31, 1999 and 1998, respectively, consisting of long term bonds,
        short term  securities,  transfers due from the general account and cash
        and  cash  equivalents  which  are  held in  support  of  these  annuity
        contracts, pursuant to state regulation.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    N.  Estimates

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

3.  COMPREHENSIVE INCOME

    The  components  of  comprehensive  income,  net of tax, for the years ended
    December 31, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                           1999              1998           1997
                                                                           ----              ----           ----

<S>                                                                       <C>              <C>             <C>
         Net income                                                       $76,169          $34,767         $27,548
         Other comprehensive income:
            Unrealized investment gains/(losses) on
               available for sale securities                               (3,082)           2,751           1,288
            Reclassification adjustment for realized
               losses/(gains) included in investment income                (1,016)             138             (14)
                                                                           -------       ---------       ---------
            Net unrealized gains/(losses) on securities                    (4,098)           2,889           1,274

            Foreign currency translation                                      456              (22)            (22)
                                                                        ---------       ----------      ----------

         Other comprehensive income                                        (3,642)           2,867           1,252
                                                                         ---------        --------        --------

         Comprehensive income                                             $72,527          $37,634         $28,800
                                                                          =======          =======         =======
</TABLE>

    The components of accumulated other comprehensive  income, net of tax, as of
    December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                         1999                  1998
                                                                         ----                  ----

<S>                                                                      <C>                   <C>
         Unrealized investment gains                                     ($255)                $3,843
         Foreign currency translation                                      148                   (308)
                                                                        ------                -------

         Accumulated other comprehensive income                          ($107)                $3,535
                                                                         ======                ======
</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

4.  INVESTMENTS

    The amortized cost, gross  unrealized  gains/losses and estimated fair value
    of available-for-sale  and held-to-maturity fixed maturities and investments
    in  mutual  funds as of  December  31,  1999 and 1998 are shown  below.  All
    securities held at December 31, 1999 and 1998 were publicly traded.

    Investments  in fixed  maturities  as of December 31, 1999  consisted of the
    following:

<TABLE>
<CAPTION>

                  (in thousands)                                     Held-to-Maturity

                                                                 Gross               Gross
                                           Amortized          Unrealized          Unrealized             Fair
                                             Cost                Gains              Losses               Value

<S>                                      <C>                   <C>               <C>                   <C>
         U.S. Government

            obligations                      $1,105                $  -             $ (1)                $1,104

         Corporate securities                 2,255                   -              (15)                 2,240
                                              -----                ----             -----               -------

            Totals                           $3,360                $  -             $(16)                $3,344
                                             ======                ====             =====                ======



                  (in thousands)                                     Available-for-Sale

                                                                 Gross               Gross
                                           Amortized          Unrealized          Unrealized             Fair
                                             Cost                Gains              Losses               Value

         U.S. Government

            obligations                   $  81,183                $  -           $ (678)             $  80,505

         Obligations of
            state and political
            subdivisions                        253                                   (3)                   250

         Corporate securities               121,859                   -           (4,449)               117,410
                                          ---------                ----            ------             ---------

            Totals                         $203,295                $  -         $ (5,130)              $198,165
                                           ========                ====         =========              ========


         The amortized cost and fair value of fixed  maturities,  by contractual
         maturity, at December 31, 1999 are shown below.

                  (in thousands)                        Held-to-Maturity                  Available-for-Sale
                                                        ----------------                  ------------------

                                                    Amortized          Fair             Amortized           Fair
                                                      Cost             Value              Cost              Value

         Due in one year or less                      $3,107          $3,097       $           -  $           -

         Due after one through five years                253             247             130,284            128,250

         Due after five through ten years                  -               -              73,011             69,915
                                                  ----------      ----------          ----------         ----------

               Total                                  $3,360          $3,344            $203,295           $198,165
                                                      ======          ======            ========           ========

</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

4.  INVESTMENTS (continued)

    Investments  in fixed  maturities  as of December 31, 1998  consisted of the
    following:

<TABLE>
<CAPTION>

                  (in thousands)                       Held-to-Maturity

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

<S>                                           <C>                    <C>                   <C>               <C>
         U.S. Government

            obligations                       $3,774                 $57                   $-                $3,831

         Obligations of
            state and political
            subdivisions                           -                   -                    -                     -

         Corporate

            securities                         4,515                  34                    -                 4,549
                                             -------                ----                  ---               -------

               Totals                         $8,289                 $91                  $ -                $8,380
                                              ======                 ===                  ===                ======


                  (in thousands)                       Available for Sale

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

         U.S. Government

            obligations                     $ 17,399              $  678                 $  -             $  18,077

         Obligations of
            state and political

            subdivisions                         253                   7                    -                   260

         Corporate

            securities                       117,774               5,160                 (76)               122,858
                                           ---------             -------              -------            ----------

               Totals                       $135,426              $5,845               $ (76)              $141,195
                                            ========              ======               ======              ========


         Proceeds from sales of fixed maturities during 1999, 1998 and 1997 were
         $32,196,000,  $999,000,  and  $5,056,000,  respectively.  Proceeds from
         maturities during 1999, 1998 and 1997 were $4,030,000,  $3,050,000, and
         $5,700,000, respectively.

</TABLE>
<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

4.  INVESTMENTS (continued)

    The cost,  gross  unrealized  gains/losses  and fair value of investments in
    mutual funds at December 31, 1999 and 1998 are shown below:

<TABLE>
<CAPTION>

                  (in thousands)                                 Gross             Gross
                                                              Unrealized        Unrealized              Fair
                                             Cost                Gains            Losses                Value

<S>      <C>                               <C>                  <C>              <C>                  <C>
         1999                              $11,667              $4,763           $ (26)               $16,404
                                           =======              ======           ======               =======

         1998                               $8,068                $416          $ (274)                $8,210
                                            ======                ====          =======                ======


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

                  (in thousands)                                  1999                  1998                1997
                                                                ------                  ----                ----

         Fixed maturities:
           Gross gains                                        $    253                 $    -              $  10
           Gross losses                                           (228)                    (1)                -
         Investment in mutual funds:
           Gross gains                                             990                    281                116
           Gross losses                                           (437)                  (181)               (39)
                                                               -------                 ------             ------

         Totals                                                 $  578                  $  99              $  87
                                                                ======                  =====              =====
</TABLE>
<TABLE>
<CAPTION>

5.  NET INVESTMENT INCOME

    The sources of net investment  income for the years ended December 31, 1999,
    1998 and 1997 were as follows:

                  (in thousands)                                1999                   1998                1997
                                                                ----                   ----                ----

<S>                                                            <C>                   <C>                  <C>
         Fixed maturities                                      $ 9,461               $  8,534             $6,617
         Cash and cash equivalents                               2,159                  1,717              1,153
         Investment in mutual funds                                 32                  1,013                554
         Policy loans                                               31                     45                 28
         Derivative Instruments                                 (1,036)                     -                  -
                                                             ---------             ----------          ---------

         Total investment income                                10,647                 11,309              8,352
         Investment expenses                                       206                    179                171
                                                            ----------             ----------           --------

         Net investment income                                 $10,441                $11,130             $8,181
                                                               =======                =======             ======
</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

6.  INCOME TAXES

    The  significant  components  of income  tax  expense  for the  years  ended
    December 31 were as follows:

<TABLE>
<CAPTION>

                (in thousands)                                 1999                  1998                  1997
                                                               ----                  ----                  ----

<S>                                                           <C>                   <C>                   <C>
         Current tax expense                                  $41,248               $22,384               $20,108

         Deferred tax benefit                                 (10,904)              (14,230)               (9,630)
                                                              --------             --------             ---------

         Total income tax expense                             $30,344              $  8,154               $10,478
                                                              =======              ========               =======
</TABLE>

         The tax effects of significant items comprising the Company's  deferred
         tax balance as of December 31, 1999 and 1998, are as follows:

<TABLE>
<CAPTION>

                  (in thousands)                                         1999                         1998
                                                                         ----                         ----

         Deferred tax liabilities:
<S>                                                                    <C>                         <C>
             Deferred acquisition costs                                ($321,873)                  ($210,731)
             Payable to reinsurers                                       (26,733)                    (25,585)
             Policy fees                                                  (1,146)                       (859)
             Net unrealized gains                                            (80)                     (2,069)
                                                                    ------------                 -----------

             Total                                                      (349,832)                   (239,244)
                                                                        --------                   ---------

         Deferred tax assets:
             Net separate account liabilities                            333,521                     225,600
             Future contractowner benefits                                 3,925                      13,128
             Other reserve differences                                    39,645                      25,335
             Deferred compensation                                        18,844                       9,619
             Surplus notes interest                                        5,030                       3,375
             Foreign exchange translation                                    137                         166
             Other                                                           456                         882
                                                                     -----------                ------------
             Total                                                       401,558                     278,105
                                                                        --------                   ---------

             Income tax receivable - deferred                          $  51,726                   $  38,861
                                                                       =========                   =========
</TABLE>

         Management  believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will  produce  sufficient  taxable  income in the future to realize its
         deferred tax asset.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

6.  INCOME TAXES (continued)

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

<TABLE>
<CAPTION>

                  (in thousands)                                    1999               1998                 1997
                                                                    ----               ----                 ----

<S>                                                             <C>                 <C>                <C>
         Income (loss) before taxes
             Domestic                                             $109,036             $45,435             $39,464
             Foreign                                                (2,523)             (2,514)             (1,438)
                                                                 ----------          ---------           ---------
             Total                                                 106,513              42,921              38,026

             Income tax rate                                            35%                 35%                 35%
                                                                 ---------           ---------           ---------

         Tax expense at federal
             statutory income tax rate                              37,280              15,022              13,309

         Tax effect of:
             Dividend received deduction                            (9,572)             (9,085)             (4,585)
             Losses of foreign subsidiary                              883                 880                 503
             Meals and entertainment                                   664                 487                 340
             State income taxes                                      1,071                 673                 577
             Other                                                      18                 177                 334
                                                                 ---------            --------             -------

         Income tax expense                                      $  30,344            $  8,154             $10,478
                                                                 =========            ========             =======
</TABLE>

7.  RECEIVABLE FROM/PAYABLE TO AFFILIATES

    Certain  operating  costs  (including  personnel,  rental of  office  space,
    furniture,  and  equipment)  have been  charged  to the  Company  at cost by
    American Skandia Information Services and Technology  Corporation ("ASIST"),
    an affiliated company; and likewise, the Company has charged operating costs
    to ASISI.  The total cost to the Company  for these  items was  $11,136,000,
    $7,722,000,  and $5,572,000 for the years ended December 31, 1999,  1998 and
    1997,  respectively.   Income  received  for  these  items  was  $3,919,000,
    $1,355,000 and  $3,225,000  for the years ended December 31, 1999,  1998 and
    1997, respectively.

    The Company had a $10 million short-term loan payable to ASI at December 31,
    1999 and  1998.  The total  interest  expense  thereon  to the  Company  was
    $585,000,  $622,000 and $642,000 for the years ended December 31, 1999, 1998
    and 1997 respectively, of which $182,000 was payable as of December 31, 1999
    and 1998.

    Beginning  in  1999,   the  Company  was   reimbursed  by  ASM  for  certain
    distribution  related costs associated with the sales of business through an
    investment firm where ASM serves as an introducing broker dealer. Under this
    agreement,  the expenses reimbursed in 1999 were $1,441,000.  As of December
    31,1999, amounts receivable under this agreement were $245,000.

    As of December  31,1999,  the Company had received  $71,000,000  from ASI in
    advance of the sale of certain  rights to receive  future fees and  contract
    charges. This sale is expected to be completed in the first quarter of 2000.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

8.  FUTURE FEES PAYABLE TO PARENT

    In a series of  transactions  with ASI, the Company  sold certain  rights to
    receive future fees and contract charges expected to be realized on variable
    portions of designated blocks of deferred annuity  contracts.  The effective
    dates and issue periods these transactions cover are as follows:

<TABLE>
<CAPTION>

                                   Closing           Effective           Contract Issue
               Transaction           Date              Date                  Period

<S>                <C>             <C>                <C>             <C>          <C>
                   1996-1           12/16/96            9/1/96         1/1/94   -   6/30/96
                   1997-1            7/23/97            6/1/97         3/1/96   -   4/30/97
                   1997-2           12/30/97           12/1/97         5/1/95   -  12/31/96
                   1997-3           12/30/97           12/1/97         5/1/96   -  10/31/97
                   1998-1            6/30/98            6/1/98         1/1/97   -   5/31/98
                   1998-2           11/10/98           10/1/98         5/1/97   -   8/31/98
                   1998-3           12/30/98           12/1/98         7/1/96   -  10/31/98
                   1999-1            6/23/99            6/1/99         4/1/94   -   4/30/99
                   1999-2           12/14/99           10/1/99        11/1/98   -   7/31/99
</TABLE>

    In connection with these transactions,  ASI issued collateralized notes in a
    private placement which are secured by the rights to receive future fees and
    charges purchased from the Company.

    Under the terms of the Purchase Agreements,  the rights sold provide for ASI
    to receive a percentage (80% or 100% depending on the underlying  commission
    option) of future  mortality  and expense  charges and  contingent  deferred
    sales charges, after reinsurance, expected to be realized over the remaining
    surrender charge period of the designated contracts (6 to 8 years).

    The Company did not sell the right to receive  future fees and charges after
    the expiration of the surrender charge period.

    The proceeds  from the sales have been recorded as a liability and are being
    amortized  over the  remaining  surrender  charge  period of the  designated
    contracts using the interest method.  The present values of the transactions
    as of the respective effective date were as follows:

<TABLE>
<CAPTION>

                                                                                       Present
         (in thousands)           Transaction             Discount Rate                 Value
                                  -----------             -------------                 -----

<S>                                 <C>                      <C>                      <C>
                                    1996-1                    7.5%                     $50,221
                                    1997-1                    7.5%                      58,767
                                    1997-2                    7.5%                      77,552
                                    1997-3                    7.5%                      58,193
                                    1998-1                    7.5%                      61,180
                                    1998-2                    7.0%                      68,573
                                    1998-3                    7.0%                      40,128
                                    1999-1                    7.5%                     120,632
                                    1999-2                    7.5%                     145,078
</TABLE>

         Payments  representing  fees and  charges  in the  aggregate  amount of
         $131,420,000,  $69,226,000 and $22,250,000  were made by the Company to
         the  Parent  for the years  ended  December  31,  1999,  1998 and 1997,
         respectively. Related interest expense of $52,840,000,  $22,978,000 and
         $6,842,000  has been  included in the statement of income for the years
         ended December 31, 1999, 1998 and 1997, respectively.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

8.  FUTURE FEES PAYABLE TO PARENT (continued)

    Expected  payments of future fees payable to ASI as of December 31, 1999 are
    as follows:

<TABLE>
<CAPTION>

                                            Year Ended

          (in thousands)                    December 31,                     Amount
                                            -----------                      ------

<S>                                            <C>                          <C>
                                               2000                         $103,975
                                               2001                          107,262
                                               2002                          106,491
                                               2003                           97,550
                                               2004                           78,512
                                               2005                           51,839
                                               2006                           25,712
                                               2007                            4,693
                                                                           ---------
                                              Total                         $576,034
</TABLE>

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

9.       LEASES

         The Company leases office space under a lease agreement  established in
         1989  with  ASIST.  The  lease  expense  for  1999,  1998  and 1997 was
         $5,003,000,  $3,588,000  and  $2,428,000  respectively.  Future minimum
         lease payments per year and in aggregate as of December 31, 1999 are as
         follows:

         (in thousands)             2000                               $  7,004
                                    2001                                  7,004
                                    2002                                  6,854
                                    2003                                  6,756
                                    2004                                  6,929
                                    2005 and thereafter                  51,865
                                                                       --------

                                    Total                               $86,412
                                                                        =======


10.      RESTRICTED ASSETS

         To comply with certain state insurance departments'  requirements,  the
         Company maintains cash, bonds and notes on deposit with various states.
         The  carrying  value of  these  deposits  amounted  to  $4,868,000  and
         $3,747,000  as of December  31,  1999,  and 1998,  respectively.  These
         deposits  are  required  to  be  maintained   for  the   protection  of
         contractowners within the individual states.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

11.      RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

         On November 8, 1999,  the Board of Directors  authorized the Company to
         increase the par value of its capital  stock from $80 per share to $100
         per share in order to comply with minimum capital levels as required by
         the California Department of Insurance.  This transaction resulted in a
         corresponding  decrease in paid in and contributed  surplus of $500,000
         and had no effect on capital and surplus.

         Statutory basis shareholder's  equity was $286,385,000 and $285,553,000
         at December 31, 1999 and 1998, respectively.

         The  statutory  basis  net  loss  was   $17,672,000,   $13,152,000  and
         $8,970,000  for the  years  ended  December  31,  1999,  1998 and 1997,
         respectively.

         Under various state  insurance  laws,  the maximum  amount of dividends
         that can be paid to  shareholders  without prior  approval of the state
         insurance  department is subject to restrictions  relating to statutory
         surplus and net gain from operations.  At December 31, 1999, no amounts
         may be distributed without prior approval.

12.      EMPLOYEE BENEFITS

         The Company has a 401(k) plan for which substantially all employees are
         eligible. Under this plan, the Company contributes 3% of salary for all
         participating  employees and matches  employee  contributions  at a 50%
         level  up  to  an   additional   3%   Company   contribution.   Company
         contributions  to  this  plan  on  behalf  of  the  participants   were
         $3,164,000,  $2,115,000 and $1,220,000 for the years ended December 31,
         1999, 1998 and 1997, respectively.

         The Company has a deferred compensation plan, which is available to the
         internal  field   marketing   staff  and  certain   officers.   Company
         contributions to this plan on behalf of the participants were $193,000,
         $342,000 and $270,000 for the years ended  December 31, 1999,  1998 and
         1997, respectively.

         The Company and an affiliate  cooperatively have a long-term  incentive
         program  under which units are awarded to executive  officers and other
         personnel. The Company also has a profit sharing program which benefits
         all  employees  below the  officer  level.  These  programs  consist of
         multiple  plans  with  new  plans  instituted  each  year.   Generally,
         participants  must remain  employed by the Company or its affiliates at
         the time such units are payable in order to receive any payments  under
         the  program.  The accrued  liability  representing  the value of these
         units was $42,619,000 and $21,372,000 as of December 31, 1999 and 1998,
         respectively.  Payments under this plan were $4,079,000, $2,407,000 and
         $1,119,000  for the years ended  December  31,  1999,  1998,  and 1997,
         respectively.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

13.      REINSURANCE

         The effect of reinsurance  for the years ended December 31, 1999,  1998
         and 1997 is as follows:

         (in thousands)                                   1999
                                                          ----
<TABLE>
<CAPTION>
                             Annuity and Life        Annuity and Life
                                 Insurance               Insurance             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners

         <S>                     <C>                         <C>                  <C>
         Gross                   $326,670                    $315                 ($1,397)
         Ceded                    (36,681)                  2,763                    (242)
                                 --------                  ------                 --------
         Net                     $289,989                  $3,078                 ($1,639)
                                 ========                  ======                 ========


                                                          1998
                                                          ----

                             Annuity and Life        Annuity and Life
                                 Insurance               Insurance             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners

         Gross                   $215,425                 $   691                 ($8,921)
         Ceded                    (29,214)                    362                      (9)
                                 --------                  ------                 --------
         Net                     $186,211                  $1,053                 ($8,930)
                                 ========                  ======                 ========


                                                          1997
                                                          ----

                             Annuity and life        Annuity and Life
                                 Insurance               Insurance             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners

         Gross                   $144,417                    $955                 ($1,972)
         Ceded                    (23,259)                   (918)                    (46)
                                 --------                   -----                 --------
         Net                     $121,158                   $  37                 ($2,018)
                                 ========                   =====                 ========
</TABLE>

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

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

14.      SURPLUS NOTES

The      Company has issued  surplus  notes to its Parent in exchange  for cash.
         Surplus  notes  outstanding  as of  December  31, 1999 and 1998 were as
         follows:

<TABLE>
<CAPTION>

              (in thousands)
                                                                                            Interest for the
                                        Interest          1999          1998           Years Ended December 31,
              Issue Date                  Rate          Amount         Amount        1999         1998        1997
              ----------                  ----          ------         ------        ----         ----        ----

         <S>                              <C>           <C>           <C>             <C>         <C>         <C>
         December 29, 1993                6.84%                -             -             -        1,387       1,387
         February 18, 1994                7.28%           10,000        10,000           738          738         738
         March 28, 1994                   7.90%           10,000        10,000           801          801         801
         September 30, 1994               9.13%           15,000        15,000         1,389        1,389       1,389
         December 28, 1994                9.78%                -        14,000         1,308        1,388       1,388
         December 19, 1995                7.52%           10,000        10,000           762          762         762
         December 20, 1995                7.49%           15,000        15,000         1,139        1,139       1,139
         December 22, 1995                7.47%            9,000         9,000           682          682         682
         June 28, 1996                    8.41%           40,000        40,000         3,411        3,411       3,411
         December 30, 1996                8.03%           70,000        70,000         5,698        5,699       5,699

         Total                                          $179,000      $193,000       $15,928      $17,396     $17,396
                                                        ========      ========       =======      =======     =======
</TABLE>

         The surplus note for $14,000,000  dated December 28, 1994 was converted
         to additional  paid-in capital on December 10, 1999. A surplus note for
         $20,000,000 dated December 29, 1993 was converted to additional paid-in
         capital on December 31, 1998. All surplus notes mature seven years from
         the issue date.

         Payment of  interest  and  repayment  of  principal  for these notes is
         subject to certain  conditions  and require  approval by the  Insurance
         Commissioner  of the State of  Connecticut.  At  December  31, 1999 and
         1998, $14,372,000 and $9,644,000,  respectively, of accrued interest on
         surplus notes was not approved for payment under these criteria.

15.      SHORT-TERM BORROWING

         The Company had a $10 million  short-term loan payable to the Parent at
         December 31, 1999 and 1998. The total  interest  expense to the Company
         was  $585,000,  $622,000 and $642,000 and for the years ended  December
         31, 1999, 1998 and 1997,  respectively,  of which $197,000 and $182,000
         was payable as of December 31, 1999 and 1998, respectively.

16.      CONTRACT WITHDRAWAL PROVISIONS

         Approximately  99% of the Company's  separate  account  liabilities are
         subject to discretionary  withdrawal by  contractowners at market value
         or with market  value  adjustment.  Separate  account  assets which are
         carried at fair value are  adequate to pay such  withdrawals  which are
         generally  subject  to  surrender  charges  ranging  from 10% to 1% for
         contracts held less than 10 years.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

17.      SEGMENT REPORTING

         During 1998, to complement its annuity  products,  the Company launched
         specific  marketing and operational  activities  towards the release of
         variable life insurance and qualified retirement plan annuity products.
         Assets under  management and sales for the products other than variable
         annuities  have not been  significant  enough to warrant  full  segment
         disclosures as required by SFAS 131,  "Disclosures about Segments of an
         Enterprise and Related Information."

18.      SUBSEQUENT EVENT

         On March 22, 2000,  the Company sold certain  rights to receive  future
         fees and contract charges expected to be received on variable  portions
         of deferred annuity contracts issued between August 1, 1999 and January
         31, 2000. This transaction is the latest in a series of agreements with
         ASI, as described in Note 8.

         This  transaction  has an effective date of March 22, 2000. The present
         value as of this date, discounted at 7.5%, was $171,781,000.

<PAGE>

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

             Notes to Consolidated Financial Statements (continued)

19.      QUARTERLY FINANCIAL DATA (UNAUDITED)

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

<TABLE>
<CAPTION>

                   (in thousands)                                            Three months Ended
                                                                             ------------------
                                                     March 31          June 30      September 30       December 31
                                                     --------          -------      ------------       -----------
                       1999
         Premiums and other insurance
         <S>                                          <C>               <C>              <C>              <C>
            revenues                                   $78,412           $88,435          $97,955          $111,540
         Net investment income                           2,654             2,842            2,735             2,210
         Net realized capital gains                        295                25              206                52
                                                    ----------       -----------       ----------       -----------
         Total revenues                                 81,361            91,302          100,896           113,802

         Benefits and expenses                          64,107            67,803           71,597            77,341
                                                      --------          --------         --------          --------

         Pre-tax net income                             17,254            23,499           29,299            36,461

         Income taxes                                    3,844             7,142            7,898            11,460
                                                     ---------         ---------        ---------           -------

         Net income                                   $ 13,410          $ 16,357         $ 21,401           $25,001
                                                      ========          ========         ========           =======


                                  1998

         Premiums and other insurance
            revenues                                   $50,593           $57,946          $62,445           $67,327
         Net investment income                           3,262             2,410            2,469             2,989
         Net realized capital gains (losses)               156                13              (46)              (24)
                                                    ----------       -----------      -----------       -----------
         Total revenues                                 54,011            60,369           64,868            70,292

         Benefits and expenses                          46,764            42,220           48,471            69,164
                                                      --------          --------         --------          --------

         Pre-tax net income                              7,247            18,149           16,397             1,128

         Income taxes                                    1,175             4,174            2,223               582
                                                     ---------         ---------         --------         ---------

         Net income                                   $  6,072           $13,975          $14,174          $    546
                                                      ========           =======          =======          ========


                       1997
         Premiums and other insurance
            revenues                                   $30,186           $34,056          $41,102           $44,402
         Net investment income                           1,369             2,627            2,031             2,154
         Net realized capital gains                         20                43               21                 3
                                                   -----------       -----------      -----------      ------------
         Total revenues                                 31,575            36,726           43,154            46,559

         Benefits and expenses                          18,319            30,465           31,179            40,025
                                                      --------          --------         --------          --------

         Pre-tax net income                             13,256             6,261           11,975             6,534

         Income taxes                                    4,260             2,614            3,354               250
                                                     ---------         ---------        ---------        ----------

         Net income                                   $  8,996          $  3,647         $  8,621          $  6,284
                                                      ========          ========         ========          ========


</TABLE>

<PAGE>
      APPENDIX B - 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,  2000 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
Insurance  Charge  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, 2000 and are
being offered  pursuant to this Prospectus or which we offer pursuant to certain
other  prospectuses;  and (b) the  number  of  Units  outstanding  in each  such
Sub-account  as of the dates shown.  The year in which  operations  commenced in
each  such  Sub-account  is  noted in  parentheses.  The  portfolios  in which a
particular Sub-account invests may or may not have commenced operations prior to
the date such Sub-account commenced  operations.  The initial offering price for
each Sub-account was $10.00.
<TABLE>
<CAPTION>

                                                                       Year Ended December 31,

----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>         <C>        <C>        <C>        <C>         <C>        <C>       <C>       <C>
                         1999         1998        1997       1996       1995       1994        1993       1992      1991      1990
----------------------------------------------------------------------------------------------------------------------------------
AST Founders
Passport (1)

(1994)

Unit Price                  $23.45       12.54      11.46      11.39      10.23           -          -          -         -        -
Number of Units          8,818,599   9,207,623  9,988,104  9,922,698  2,601,283           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST AIM
International Equity(2)

(1989)
Unit Price                  $43.99       27.18      22.95      19.70      18.23       16.80      16.60      12.37     13.69    12.98
Number of Units         16,903,883  17,748,560 17,534,233 17,220,688 14,393,137  14,043,215  9,063,464  1,948,773 1,092,902  398,709
------------------------------------------------------------------------------------------------------------------------------------
AST Janus Overseas
Growth

(1997)                                                             -          -           -          -          -         -        -
Unit Price                  $24.16       13.41      11.70          -          -           -          -          -         -        -
Number of Units         61,117,418  43,711,763 21,405,891
------------------------------------------------------------------------------------------------------------------------------------
AST American Century
International Growth

(1997)
Unit Price                  $21.66       13.30      11.35          -          -           -          -          -         -        -
Number of Units          6,855,601   5,670,336  2,857,188          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST American Century
International
Growth II (3)

(1994)
Unit Price                  $17.10       13.14      11.69      11.70      10.39        9.49          -          -         -        -
Number of Units         28,704,924  34,328,425 37,784,426 32,628,595 17,935,251  11,166,758          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST MFS Global
Equity (4)

(1999)
Unit Price                  $11.01           -          -          -          -           -          -          -         -        -
Number of Units            116,756           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Janus Small-Cap
Growth (5)

(1994)
Unit Price                  $42.08       17.64      17.28      16.54      13.97       10.69          -          -         -        -
Number of Units         32,134,969  15,003,001 14,662,728 12,282,211  6,076,373   2,575,105          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------


<PAGE>



                                                                       Year Ended December 31,

------------------------------------------------------------------------------------------------------------------------------------
                           1999         1998        1997       1996       1995       1994        1993       1992      1991      1990
------------------------------------------------------------------------------------------------------------------------------------
AST Kemper Small-
Cap Growth

(1999)
Unit Price                  $15.37           -          -          -          -           -          -          -         -        -
Number of Units         53,349,003           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Lord Abbett Small
Cap Value

(1998)
Unit Price                  $10.57        9.85          -          -          -           -          -          -         -        -
Number of Units          6,597,544   4,081,870          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Gabelli Small-Cap
Value (6)

(1997)
Unit Price                  $11.11       11.20      12.70          -          -           -          -          -         -        -
Number of Units         21,340,168  24,700,211 14,612,510          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Neuberger
Berman
Mid-Cap Growth (7)

(1994)
Unit Price                  $28.58       19.15      16.10      13.99      12.20        9.94          -          -         -        -
Number of Units         13,460,525  13,389,289 11,293,799  9,563,858  3,658,836     301,267          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Neuberger
Berman
Mid-Cap Value (8)

(1993)
Unit Price                  $16.78       16.10      16.72      13.41      12.20        9.81      10.69          -         -        -
Number of Units         37,864,586  16,410,121 11,745,440  9,062,152  8,642,186   7,177,232  5,390,887          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price
Natural Resources

(1995)
Unit Price                  $15.88       12.57      14.46      14.19      11.01           -          -          -         -        -
Number of Units          6,201,327   5,697,453  7,550,076  6,061,852    808,605           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Alliance Growth(9)

(1996)
Unit Price                  $20.44       15.48      12.33      10.89          -           -          -          -         -        -
Number of Units         17,059,819  19,009,242 18,736,994  4,324,161          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST MFS Growth (4)

(1999)
Unit Price                  $11.27           -          -          -          -           -          -          -         -        -
Number of Units            409,467           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Marsico Capital
Growth

(1997)
Unit Price                  $21.06       14.00      10.03          -          -           -          -          -         -        -
Number of Units         78,684,943  40,757,449    714,309          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST JanCap Growth

(1992)
Unit Price                  $60.44       39.54      23.83      18.79      14.85       10.91      11.59      10.51         -        -
Number of Units         94,850,623  80,631,598 62,486,302 46,779,164 28,662,737  22,354,170 13,603,637  1,476,139         -        -
------------------------------------------------------------------------------------------------------------------------------------


<PAGE>


                                                                       Year Ended December 31,

------------------------------------------------------------------------------------------------------------------------------------
                           1999         1998        1997       1996       1995       1994        1993       1992      1991      1990
------------------------------------------------------------------------------------------------------------------------------------
AST Sanford Bernstein
Managed Index 500 (10)

(1998)
Unit Price                  $15.08       12.61          -          -          -           -          -          -         -        -
Number of Units         39,825,951  22,421,754          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Cohen & Steers
Realty

(1998)
Unit Price                   $8.35        8.28          -          -          -           -          -          -         -        -
Number of Units          6,224,365   3,771,461          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST American Century
Income & Growth (11)

(1997)
Unit Price                  $16.19       13.35      12.06          -          -           -          -          -         -        -
Number of Units         21,361,995  13,845,190  9,523,815          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Alliance Growth
and Income (12)

(1992)
Unit Price                  $27.60       24.11      21.74      17.79      15.22       11.98      11.88      10.60         -        -
Number of Units         52,766,579  47,979,349 42,197,002 28,937,085 18,411,759   7,479,449  4,058,228    956,949         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST MFS Growth with
Income (4)

(1999)
Unit Price                  $10.49           -          -          -          -           -          -          -         -        -
Number of Units            741,323           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST INVESCO Equity
Income

(1994)
Unit Price                  $21.31       19.34      17.31      14.23      12.33        9.61          -          -         -        -
Number of Units         46,660,160  40,994,187 33,420,274 23,592,226 13,883,712   6,633,333          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST AIM Balanced (13)

(1993)
Unit Price                  $21.19       17.78      15.98      13.70      12.49       10.34      10.47          -         -        -
Number of Units         23,102,272  22,634,344 22,109,373 20,691,852 20,163,848  13,986,604  8,743,758          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST American Century
Strategic Balanced

(1997)
Unit Price                  $14.90       13.37      11.18          -          -           -          -          -         -        -
Number of Units         13,944,535   6,714,065  2,560,866          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price
Asset Allocation

(1994)
Unit Price                  $19.70       18.12      15.53      13.30      11.92        9.80          -          -         -        -
Number of Units         22,002,028  18,469,315 13,524,781  8,863,840  4,868,956   2,320,063          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST T. Rowe Price
Global Bond (14)

(1994)
Unit Price                  $10.69       11.82      10.45      10.98      10.51        9.59          -          -         -        -
Number of Units         12,533,037  12,007,692 12,089,872  8,667,712  4,186,695   1,562,364          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------


<PAGE>



                                                                       Year Ended December 31,

------------------------------------------------------------------------------------------------------------------------------------
                           1999         1998        1997       1996       1995       1994        1993       1992      1991      1990
------------------------------------------------------------------------------------------------------------------------------------
AST Federated High
Yield

(1994)
Unit Price                  $14.38       14.30      14.13      12.62      11.27        9.56          -          -         -        -
Number of Units         41,588,401  40,170,144 29,663,242 15,460,522  6,915,158   2,106,791          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST PIMCO Total
Return Bond

(1994)
Unit Price                  $13.09       13.43      12.44      11.48      11.26        9.61          -          -         -        -
Number of Units         73,530,507  64,224,618 44,098,036 29,921,643 19,061,840   4,577,708          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST PIMCO Limited
Maturity Bond

(1995)
Unit Price                  $11.96       11.73      11.26      10.62      10.37           -          -          -         -        -
Number of Units         32,560,943  28,863,932 25,008,310 18,894,375 15,058,644           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
AST Money Market

(1992)
Unit Price                  $12.38       12.00      11.57      11.16      10.77       10.35      10.12      10.01         -        -
Number of Units        187,609,708  75,855,442 66,869,998 42,435,169 30,564,442  27,491,389 11,422,783    457,872         -        -
------------------------------------------------------------------------------------------------------------------------------------
The Alger American
Fund - AA Growth

(1988)
Unit Price                  $83.17       63.07      43.20      34.84      31.18       23.18      23.18      19.19     17.32    12.51
Number of Units         20,747,944  17,168,792 15,854,570 15,666,357 12,092,291   5,614,760  2,997,458  1,482,037   559,779   82,302
------------------------------------------------------------------------------------------------------------------------------------
The Alger American
Fund - AA MidCap
Growth

(1993)
Unit Price                  $39.69       30.53      23.76      20.96      19.00       13.34      13.74          -         -        -
Number of Units         18,904,907  17,559,963 14,687,032 14,528,945  8,299,743   4,308,374  1,450,892          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
The Montgomery
Variable Series - MV
Emerging Markets

(1996)
Unit Price                  $10.06        6.19      10.05      10.25          -           -          -          -         -        -
Number of Units         12,060,036  10,534,383 10,371,104  2,360,940          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
Wells Fargo Variable
Trust - Equity Value

(1998)
Unit Price                   $9.17        9.53          -          -          -           -          -          -         -        -
Number of Units          2,826,839   1,148,849          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
Wells Fargo Variable
Trust - Equity
Income(15)

(1999)
Unit Price                   $9.96           -          -          -          -           -          -          -         -        -
Number of Units            136,006           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------


<PAGE>



                                                                       Year Ended December 31,

------------------------------------------------------------------------------------------------------------------------------------
                           1999         1998        1997       1996       1995       1994        1993       1992      1991      1990
------------------------------------------------------------------------------------------------------------------------------------
Rydex Variable Trust
-Nova (16)

(1999)
Unit Price                  $10.82           -          -          -          -           -          -          -         -        -
Number of Units          5,474,129           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
Rydex Variable Trust
-Ursa (16)

(1999)
Unit Price                   $9.28           -          -          -          -           -          -          -         -        -
Number of Units          1,803,669           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
Rydex Variable Trust
-OTC (16)

(1999)
Unit Price                  $17.07           -          -          -          -           -          -          -         -        -
Number of Units         18,520,440           -          -          -          -           -          -          -         -        -
 -----------------------------------------------------------------------------------------------------------------------------------
INVESCO VIF -
Technology (4)

(1999)
Unit Price                  $16.52           -          -          -          -           -          -          -         -        -
Number of Units          4,622,242           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
INVESCO VIF -
Health Sciences (4)

(1999)
Unit Price                  $11.34           -          -          -          -           -          -          -         -        -
Number of Units            786,518           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
INVESCO VIF -
Financial Services (4)

(1999)
Unit Price                  $11.41           -          -          -          -           -          -          -         -        -
Number of Units            759,104           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
INVESCO VIF -
Telecommunications (4)

(1999)
Unit Price                  $15.17           -          -          -          -           -          -          -         -        -
Number of Units          4,184,526           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
INVESCO VIF -
Dynamics (4)

(1999)
Unit Price                  $13.91           -          -          -          -           -          -          -         -        -
Number of Units          2,022,585           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
Evergreen VA -  Global
Leaders (4)

(1999)
Unit Price                  $11.72           -          -          -          -           -          -          -         -        -
Number of Units             23,101           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------


<PAGE>



                                                                       Year Ended December 31,

------------------------------------------------------------------------------------------------------------------------------------
                           1999         1998        1997       1996       1995       1994        1993       1992      1991      1990
------------------------------------------------------------------------------------------------------------------------------------
Evergreen VA -
Special Equity (4)

(1999)
Unit Price                  $12.19           -          -          -          -           -          -          -         -        -
Number of Units            152,342           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
ProFund VP -
Europe 30 (4)

(1999)
Unit Price                  $12.24           -          -          -          -           -          -          -         -        -
Number of Units            273,963           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
ProFund VP -
UltraSmall-Cap (17)

(1999)
Unit Price                  $11.96           -          -          -          -           -          -          -         -        -
Number of Units            813,904           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
ProFund VP -
UltraOTC (4)

(1999)
Unit Price                  $23.58           -          -          -          -           -          -          -         -        -
Number of Units          2,906,024           -          -          -          -           -          -          -         -        -
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   Effective  October  15,  1996,  Founders  Asset  Management,   Inc.  became
     Sub-advisor of the Portfolio. Prior to October 15, 1996, Seligman Henderson
     Co. served as Sub-advisor of the Portfolio,  then named "Seligman Henderson
     International Small Cap Portfolio."
2.   Effective May 3, 1999, A I M Capital Management, Inc. became Sub-advisor of
     the Portfolio.  Between October 15, 1996 and May 3, 1999, Putnam Investment
     Management,  Inc.  served as Sub-advisor of the Portfolio,  then named "AST
     Putnam International Equity." Prior to October 15, 1996, Seligman Henderson
     Co. served as Sub-advisor of the Portfolio,  then named "Seligman Henderson
     International Equity Portfolio."
3.   Effective May 1, 2000, American Century Investment Management,  Inc. became
     Sub-advisor  of the  Portfolio.  Prior to May 1, 2000,  Rowe  Price-Fleming
     International, Inc. served as Sub-advisor of the Portfolio, then named "AST
     T. Rowe Price International Equity Portfolio."
4.   These Portfolios were first offered as Sub-accounts on October 18, 1999.
5.   Effective December 31, 1998 Janus Capital Corporation became Sub-advisor of
     the Portfolio.  Prior to December 31, 1998, Founders Asset Management,  LLC
     served as  Sub-advisor  of the  Portfolio,  then  named  "Founders  Capital
     Appreciation Portfolio."
6.   Effective October 23, 2000, GAMCO Investors, Inc. became Sub-advisor of the
     Portfolio. Prior to October 23, 2000, T. Rowe Price Associates, Inc. served
     as  Sub-advisor  of the  Portfolio,  then named  "AST T. Rowe  Price  Small
     Company Value Portfolio."
7.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-advisor
     to the Portfolio.  Prior to May 1, 1998, Berger Associates,  Inc. served as
     Sub-advisor to the Portfolio, then named "Berger Capital Growth Portfolio."
8.   Effective May 1, 1998, Neuberger Berman Management, Inc. became Sub-advisor
     to the Portfolio.  Prior to May 1, 1998,  Federated  Investment  Counseling
     served as  Sub-advisor  of the  Portfolio,  then named  "Federated  Utility
     Income Portfolio."
9.   Effective May 1, 2000, Alliance Capital Management, L.P. became Sub-advisor
     of  the   Portfolio.   Between   December   31,   1998  and  May  1,  2000,
     OppenheimerFunds,  Inc. served as Sub-advisor of the Portfolio,  then named
     "AST Oppenheimer  Large-Cap Growth  Portfolio." Prior to December 31, 1998,
     Robertson,  Stephens  &  Company  Investment  Management,  L.P.  served  as
     Sub-advisor of the Portfolio, then named "Robertson Stephens Value + Growth
     Portfolio."
10.  Effective May 1, 2000,  Sanford C. Bernstein & Co., Inc. became Sub-advisor
     of the  Portfolio.  Prior to May 1, 2000,  Bankers Trust Company  served as
     Sub-advisor of the  Portfolio,  then named "AST Bankers Trust Managed Index
     500 Portfolio."
11.  Effective May 3, 1999, American Century Investment Management,  Inc. became
     Sub-advisor  of the  Portfolio.  Between  October 15, 1996 and May 3, 1999,
     Putnam Investment Management,  Inc. served as Sub-advisor of the Portfolio,
     then named "AST Putnam Value Growth & Income."
12.  Effective May 1, 2000, Alliance Capital Management, L.P. became Sub-advisor
     of the  Portfolio.  Prior to May 1,  2000,  Lord,  Abbett & Co.  served  as
     Sub-advisor of the Portfolio, then named "AST Lord Abbett Growth and Income
     Portfolio."
13.  Effective May 3, 1999, A I M Capital Management, Inc. became Sub-advisor of
     the Portfolio.  Between October 15, 1996 and May 3, 1999, Putnam Investment
     Management,  Inc.  served as Sub-advisor of the Portfolio,  then named "AST
     Putnam Balanced." Prior to October 15, 1996,  Phoenix  Investment  Counsel,
     Inc.  served as  Sub-advisor  of the  Portfolio,  then named  "AST  Phoenix
     Balanced Asset Portfolio."
14.  Effective  August  8,  2000,  T.  Rowe  Price  International,  Inc.  became
     Sub-advisor  of the  Portfolio.  Effective  May 1,  2000,  the  name of the
     Portfolio was changed to the "AST T. Rowe Price Global Bond". Effective May
     1, 1996, Rowe Price-Fleming  International,  Inc. became Sub-advisor of the
     Portfolio.  Prior to May 1, 1996, Scudder,  Stevens & Clark, Inc. served as
     Sub-advisor of the Portfolio,  then named "AST Scudder  International  Bond
     Portfolio."
15.  This Portfolio was first offered as a Sub-account on September 20, 1999.
16.  These Portfolios were first offered as Sub-accounts on May 3, 1999.
17.  This  Portfolio  was first  offered as a  Sub-account  on October 18, 1999.
     Prior to May 1, 2000, ProFund VP UltraSmall-Cap was named "ProFund VP Small
     Cap"  and  sought  daily  investment   results  that  corresponded  to  the
     performance of the Russell 2000(R) Index.

    APPENDIX C - SALE OF THE CONTRACTS TO RESIDENTS OF THE STATE OF NEW YORK

Some of the  provisions of the Annuity are  different  for contracts  offered to
residents of the State of New York.

SUMMARY OF CONTRACT FEES AND EXPENSES

Contingent Deferred Sales Charge:

The CDSC schedule is as follows:

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

  YEARS                1      2      3      4      5     6      7     8+
  ------------------ ------- ----- ------ ------ ------ ----- ------ ------
  ------------------ ------- ----- ------ ------ ------ ----- ------ ------

  CHARGE (%)          7.0    6.0    5.0    4.0    3.0   2.0    1.0     0
  ------------------ ------- ----- ------ ------ ------ ----- ------ ------

PURCHASING YOUR ANNUITY

Owner,  Annuitant and  Beneficiary  Designations:  The designation of Contingent
Participant is not allowed on the Annuity Date.

MANAGING YOUR ANNUITY

"May I Change the Owner, Annuitant and Beneficiary Designations?": The following
condition has been removed:
|X|  A new  Annuitant  subsequent  to the  Annuity  Date if the  annuity  option
     selected includes a life contingency.

"May I Return  the  Annuity  if I Change My Mind?":  The  "free-look"  period is
within 21 days of receipt of the Annuity and within 10 days of receipt for IRAs.
The amount to be  refunded  is the Account  Value in the  Sub-accounts  plus the
Interim Value of the Fixed Allocations and for IRAs the amount to be refunded is
the greater of Premium or Account Value.

MANAGING YOUR ACCOUNT VALUE

"Are There Restrictions or Charges on Transfers Between Investment Options?":

 A specific  authorization  form MUST be completed which authorizes us to accept
 transfers via phone or through means such as electronic mail.

"Do You Offer Dollar Cost Averaging?":  You must have a minimum Account Value of
at least $20,000 to enroll in a Dollar Cost Averaging program.

"Do You  Offer any  Automatic  Rebalancing  Programs?":  You must have a minimum
Account Value of at least $20,000 to enroll in automatic rebalancing.

"How Does the Market Value Adjustment  Work?":  The definitions  changed in this
section are as follows:

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

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

"What  Happens When My  Guarantee  Period  Matures?":  We will notify you of the
Guarantee  Periods available as of the date of such notice, at least 45 days and
not more than 60 days prior to the Maturity  Date. No MVA applies to any amounts
allocated to a particular  Fixed  Allocation  if you withdraw all or part of the
Account value in such Fixed  Allocation  within 30 days of maturity.  If you are
age 55 or older you may invest in a Fixed  Allocation with a Guarantee Period of
less than five years.


<PAGE>


AMERICAN SKANDIA'S PERFORMANCE ADVANTAGE


This benefit was never available to residents of the State of New York.




ACCESS TO ACCOUNT VALUE

"How  Much Can I  Withdraw  as a Free  Withdrawal?":  The  Minimum  Distribution
provision is only available for annuities issued under Section 403(b) of the IRS
Code  or  for  IRA's  where  Minimum   Distributions   are   required.   Minimum
Distributions are not available for any other contracts.

"What is a Medically-Related  Surrender and How Do I Qualify?":  This section is
deleted in its entirety.

"What Types of Annuity Payment Options are Available Upon  Annuitization?":  The
Annuity Date may not exceed the first day of the calendar  month  following  the
Annuitant's 90th birthday.  Additionally, the minimum annuity payment allowed is
$20 per month.

DEATH BENEFIT

As of the  date  of  this  Prospectus,  the  optional  death  benefits  are  not
available.

VALUING YOUR INVESTMENT

The following section is added:

Deferral of Transactions:  If we defer a distribution or transfer from any Fixed
Allocation  or any fixed  annuity  payout for more than 10 days, we pay interest
using our then current  crediting rate for this purpose,  which is not less than
3% per year on the amount deferred.

GENERAL INFORMATION

Separate  Account  B:  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.  In addition to  obtaining  prior
approval  from the insurance  department of our state of domicile  before making
such a substitution,  deletion or addition,  any such changes are subject to the
approval of the Superintendent of Insurance for the State of New York.
<PAGE>


                      APPENDIX D - PRIOR CONTRACTS

AMERICAN SKANDIA'S PERFORMANCE ADVANTAGE

================================================================================
American  Skandia's  Performance  Advantage  was offered,  in those states where
approved,  between May 15, 1999 and October 22, 2000. The  description  below of
the Performance Advantage benefit applies to those Contract Owners who purchased
an Annuity during that time period when the  Performance  Advantage  feature was
offered.

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

GLOSSARY OF TERMS

When  determining  the Account  Value and Surrender  Value of the Annuity,  both
amounts will not include any Target Value Credits  (described below) that we are
entitled to recover upon Surrender of your Annuity.

Do you provide any guarantees on my investment?

The Annuity provides variable  investment options and fixed investment  options.
Only  the  fixed  investment   options  provide  a  guaranteed  return  on  your
investment,  subject to certain  terms and  conditions.  However,  your  Annuity
includes a feature at no additional cost that provides  certain benefits if your
Account  Value  has not  reached  or  exceeded  a  "target  value"  on its  10th
anniversary.  If, on the 10th  anniversary  of your Annuity's  Issue Date,  your
Account Value has not reached the target value (as defined below) you can choose
either of the following benefits:

|X|  You may continue your Annuity without  electing to receive Annuity payments
     and receive an annual  credit to your Account Value payable until you begin
     receiving Annuity payments.  The credit is equal to 0.25% of the average of
     your  Annuity's  Account  Value for the preceding  four  complete  calendar
     quarters.  This credit is applied to your investment options pro-rata based
     on the allocation of your then current Account Value.

|X|  You may begin  receiving  Annuity  payments  within  one year and  accept a
     one-time  credit  to your  Annuity  equal to 10% of the net of the  Account
     Value  on the 10th  anniversary  of its  Issue  Date  minus  the sum of all
     Purchase Payments allocated in the prior five years. The annuity option you
     select must initially guarantee payments for not less than seven years.

Following the 10th  anniversary of your Annuity's Issue Date, we will inform you
if your Account  Value did not meet or exceed the Target  Value.  We will assume
that you have elected to receive the annual credit to your Account Value unless,
not less than 30 days prior to the next  anniversary of the Annuity,  we receive
at our home office your election to begin receiving Annuity payments.

Certain  provisions  of this benefit and of the Target Value  Credits  described
below  may  differ  if  you  purchase  your  Annuity  as  part  of an  exchange,
replacement or transfer, in whole or in part, from any other Annuity we issue.

What is the "Target Value" and how is it calculated?

The Target Value is a tool used to  determine  whether you are eligible to elect
either of the  benefits  described  above.  The Target Value does not impact the
Account  Value  available  if you  surrender  your  Annuity  or  make a  partial
withdrawal   and  does  not  impact  the  Death   Benefit   available   to  your
Beneficiary(ies).  The  Target  Value  assumes  a rate of  return  over ten (10)
Annuity  Years  that will  allow  your  initial  investment  to double in value,
adjusted for any withdrawals and/or additional Purchase Payments you make during
the 10 year period. We calculate the "Target Value" as follows:

1.   Accumulate the initial  Purchase Payment at an annual interest rate of 7.2%
     until the 10th anniversary of the Annuity's Issue Date; plus

2.   Accumulate any additional  Purchase  Payments at an annual interest rate of
     7.2% from the date  applied  until the 10th  anniversary  of the  Annuity's
     Issue Date; minus

3.   Each "proportional  reduction" resulting from any withdrawal,  accumulating
     at an  annual  interest  rate of 7.2%  from  the  date  the  withdrawal  is
     processed  until the 10th  anniversary  of the  Annuity's  Issue  Date.  We
     determine each  "proportional  reduction" by determining  the percentage of
     your  Account  Value then  withdrawn  and reducing the Target Value by that
     same  percentage.  We include any  withdrawals  under your  Annuity in this
     calculation,  as well as the charge we deduct for any optional benefits you
     elect  under the  Annuity,  but not the  charge we  deduct  for the  Annual
     Maintenance Fee or the Transfer Fee.

Examples

1.   Assume you make an initial  Purchase Payment of $10,000 and make no further
     Purchase  Payments.  The  Target  Value  on the  10th  anniversary  of your
     Annuity's  Issue Date would be $20,042,  assuming no withdrawals  are made.
     This is equal to  $10,000  accumulating  at an annual  rate of 7.2% for the
     10-year period.

2.   Assume you make an initial  Purchase Payment of $10,000 and make no further
     Purchase  Payments.  Assume  at the end of Year 6, your  Account  Value has
     increased to $15,000 and you make a withdrawal of 10% or $1,500. The Target
     Value on the 10th  anniversary  would be $18,722.  This is equal to $10,000
     accumulating  at an annual rate of 7.2% for the 10-year  period,  minus the
     proportional reduction accumulating at an annual interest rate of 7.2%.

Can I restart the 10-year Target Value calculation?

Yes,  you can elect to lock in the growth in your  Annuity by  "restarting"  the
10-year period on any anniversary of the Issue Date. If you elect to restart the
calculation  period,  we will treat your Account Value on the restart date as if
it was your Purchase  Payment when  determining if your Annuity's  Account Value
meets or exceeds the Target Value on the appropriate  tenth (10th)  anniversary.
You may elect to restart the  calculation  more than once,  in which  case,  the
10-year  calculation  period will begin on the date of the last restart date. We
must receive  your  election to restart the  calculation  at our home office not
later than 30 days after each anniversary of the Issue Date.

What are Target Value Credits?

Target Value Credits are additional  amounts that we apply to your Account Value
to  increase  the  likelihood  that your  Account  Value will meet or exceed the
Target Value.  Target Value Credits are payable on all Purchase Payments applied
before the first anniversary of the Issue Date of your Annuity.

The  amount  of the  Target  Value  Credit  is equal to 1.0% of each  qualifying
Purchase Payment.  Target Value Credits are only payable on qualifying  Purchase
Payments if the  Owner(s) of the Annuity  is(are)  less than age 81 on its Issue
Date. If the Annuity is owned by an entity,  the age restriction  applies to the
age of the Annuitant on the Issue Date.  The Target Value Credit is payable from
our general account and is allocated to the investment options in the same ratio
that the qualifying Purchase Payment is allocated.

Target Value  Credits will not be available if you purchase your Annuity as part
of an exchange,  replacement or transfer,  in whole or in part, of an Annuity we
issued that has the same or a similar benefit.

Recovery of Target Value Credits

We can  recover  the  amount of any  Target  Value  Credit  under the  following
circumstances:
1.   If you surrender your Annuity before the 10th anniversary of the Issue Date
     of the Annuity.
2.   If  you  elect  to  begin  receiving  Annuity  payments  before  the  first
     anniversary of the Issue Date.
3.   If a  person  on  whose  life  we  pay  the  Death  Benefit  dies,  or if a
     "contingency event" occurs which triggers a medically-related surrender
     (a)  within 12 months after the date a Target Value Credit was allocated to
          your Account Value; or
     (b)  within 10 years after the date a Target Value Credit was  allocated to
          your Account Value if any owner was over age 70 on the Issue Date, or,
          if the Annuity was then owned by an entity, the Annuitant was over age
          70 on the Issue Date.

<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 ASAP2-PROS (10/2000).


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


             -------------------------------------------------------
                                (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






        Supplement to Prospectus Dated May 1, 2000 and Revised Effective
               October 23, 2000 Supplement dated October 23, 2000

This Supplement should be retained with the current Prospectus for your variable
annuity  contract  issued  by  American   Skandia  Life  Assurance   Corporation
("American  Skandia").  If you do not have a current prospectus,  please contact
American Skandia at 1-800-SKANDIA.

                            A. NOTICE OF SUBSTITUTION

American  Skandia has filed an exemptive  application  with the  Securities  and
Exchange    Commission   ("SEC")   to   substitute   the   following   "Replaced
Portfolio/Sub-Account" with the "Substitute Portfolio/Sub-account". The Replaced
Portfolios/Sub-accounts  described  below are only available until the effective
date of the  Substitution,  at which  time  they  will  cease to be  offered  as
investment options. The Substitute Portfolios/Sub-accounts are only available as
of the date of the Fund  Substitution  and are only  available to those Contract
Owners affected by the Fund Substitution.

<TABLE>
<CAPTION>
--------------------------------------------------------- ---------- ---------------------------------------------------------------
             REPLACED PORTFOLIO/SUB-ACCOUNT                                         SUBSTITUTE PORTFOLIO/SUB-ACCOUNT

--------------------------------------------------------- ---------- ---------------------------------------------------------------
<S>                                                                      <C>    <C>    <C>    <C>    <C>    <C>
Alger American Growth portfolio of The Alger American Fund/AA            AST Alger Growth portfolio of American Skandia Trust/AST
Growth Sub-account                                                       Alger Growth Sub-account
--------------------------------------------------------------- -------- -----------------------------------------------------------
The Alger  American  Fund - Growth:  seeks  long-term  capital           AST Alger  Growth:  seeks  long-term  capital  growth.  The
appreciation.  The  Portfolio  focuses  on  growing  companies           Portfolio invests primarily in equity  securities,  such as
that generally have broad product  lines,  markets,  financial           common  or  preferred  stocks,  that  are  listed  on  U.S.
resources    and   depth   of    management.    Under   normal           exchanges or in the over-the-counter  market. The Portfolio
circumstances,  the Portfolio  invests primarily in the equity           focuses  on growing  companies  that  generally  have broad
securities  of large  companies.  The  Portfolio  considers  a           product lines,  markets,  financial  resources and depth of
large  company to have a market  capitalization  of $1 billion           management.  The  Portfolio  normally  invests at least 65%
or greater.                                                              of its  total  assets  in equity  securities  of  companies
                                                                         that, at the time of purchase of the securities, have total
                                                                         market capitalizations of $1 billion or greater.

--------------------------------------------------------------- --- ---- -----------------------------------------------------------
--------------------------------------------------------------- -------- -----------------------------------------------------------
Alger American MidCap Growth portfolio of The Alger American             AST Alger Mid-Cap Growth portfolio of American Skandia
Fund/AA MidCap Growth Sub-account                                        Trust/AST Alger Mid-Cap Growth Sub-account
--------------------------------------------------------------- -------- -----------------------------------------------------------
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
The  Alger  American  Fund - MidCap  Growth:  seeks  long-term           AST Alger Mid-Cap Growth:  seeks long-term  capital growth.
capital   appreciation.   The  Portfolio  focuses  on  midsize           The Portfolio invests primarily in equity securities,  such
companies  with  promising  growth  potential.   Under  normal           as  common or  preferred  stocks,  that are  listed on U.S.
circumstances,  the Portfolio  invests primarily in the equity           exchanges or in the  over-the-counter  market. Under normal
securities of companies having a market  capitalization within           circumstances,  the  Portfolio  invests  primarily  in  the
the range of companies in the S&P MidCap 400 Index                       equity    securities   of   companies   having   a   market
                                                                         capitalization  within  the range of  companies  in the S&P
                                                                         MidCap 400 Index.
--------------------------------------------------------------- --- ---- -----------------------------------------------------------
</TABLE>

We expect to receive the SEC Exemptive  Order and complete the  Substitution  by
the end of November 2000.  Those Contract  Owners  effected by the  Substitution
will receive  additional  information  from American  Skandia  notifying them of
their rights under the SEC Exemptive Order.

For a 30 day period following the Substitution,  Contract Owners will be allowed
to transfer Account Value out of the Replaced Portfolio/Sub-account to any other
investment  options available under the Annuity.  Any such transfers during this
period  will  not  count in  determining  whether  the  maximum  number  of free
transfers has been  exceeded.  Additionally,  the transfer of Account Value from
the Replaced Portfolio/Sub-account to the Substitute Portfolio/Sub-account would
also not be subject  to a  transfer  fee nor count in  determining  whether  the
maximum number of free transfers have been exceeded.  The Substitution  will not
affect your rights or our  obligations  under the Annuity and  American  Skandia
will bear any expenses in connection with the Substitution.


<PAGE>


                    B. ADDITIONAL VARIABLE INVESTMENT OPTIONS

The underlying  Portfolios  shown below are being offered as Sub-accounts  under
your Annuity.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                           Underlying Mutual Fund Portfolio Annual Expenses
                               (as a percentage of the average net assets of the underlying Portfolios)
------------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
                                                Management     Other          12b-1 Fees    Total Annual        Fee        Net
                                                   Fees         Expenses                      Portfolio    Waivers and     Annual
            UNDERLYING PORTFOLIO                                                              Operating      Expense       Fund
                                                                                              Expenses    Reimbursement(1) Operating
                                                                                                                           Expenses

--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
American Skandia Trust: (2)

<S>                                                <C>           <C>             <C>             <C>            <C>           <C>
  AST Scudder Japan 3                              1.00%         0.36%           0.04%           1.40%          0.00%         1.40%
  AST Federated Aggressive Growth 3                0.95%         0.23%           0.04%           1.22%          0.00%         1.22%
  AST Alger Mid-Cap Growth 4                       0.80%         0.23%           0.00%           1.03%          0.18%         0.85%
  AST Alger Growth 4                               0.75%         0.23%           0.00%           0.98%          0.19%         0.79%
  AST Kinetics Internet 3                          1.00%         0.23%           0.04%           1.27%          0.00%         1.27%
  AST Janus Strategic Value 3                      1.00%         0.23%           0.04%           1.27%          0.00%         1.27%
  AST Lord Abbett Bond-Debenture 3                 0.80%         0.23%           0.04%           1.07%          0.00%         1.07%
  AST Gabelli All-Cap Value 3                      0.95%         0.23%           0.04%           1.22%          0.00%         1.22%
Wells Fargo Variable Trust:
  WFVT Equity Income                               0.55%         0.37%           0.25%           1.17%          0.17%         1.00%
--------------------------------------------- --------------- ------------- --------------- -------------- -------------- ----------
</TABLE>

1    The  Investment  Manager of American  Skandia Trust has agreed to reimburse
     and/or waive fees for certain Portfolios until at least April 30, 2001. The
     caption "Total Annual Fund  Operating  Expenses"  reflects the  Portfolios'
     fees and expenses before such waivers and reimbursements, while the caption
     "Net Annual Fund  Operating  Expenses"  reflects the effect of such waivers
     and reimbursements.

2    American  Skandia  Trust (the  "Trust")  adopted a  Distribution  Plan (the
     "Distribution Plan") under Rule 12b-1 of the Investment Company Act of 1940
     to permit  an  affiliate  of the  Trust's  Investment  Manager  to  receive
     brokerage  commissions in connection with purchases and sales of securities
     held by Portfolios of the Trust,  and to use these  commissions  to promote
     the sale of shares of such  Portfolios.  The  staff of the  Securities  and
     Exchange  Commission  takes the position that commission  amounts  received
     under the Distribution Plan should be reflected as distribution expenses of
     the Portfolios.  The Portfolios would pay the same or comparable commission
     amounts irrespective of the Distribution Plan;  accordingly,  total returns
     for  the  Portfolios  are  not  expected  to  be  adversely  affected.  The
     Distribution Fee estimates are derived from data regarding each Portfolio's
     brokerage  transactions,  and the proportions of such transactions directed
     to selling dealers,  for the period ended December 31, 1999. However, it is
     not  possible  to  determine  with  accuracy  actual  amounts  that will be
     received under the Distribution Plan. Such amounts will vary based upon the
     level of a Portfolio's brokerage activity,  the proportion of such activity
     directed under the Distribution Plan, and other factors.

3    These Portfolios commenced operations in October 2000. "Other Expenses" and
     "12b-1  Fees"  shown are based on  estimated  amounts  for the fiscal  year
     ending December 31, 2000.

4    These Portfolios  commenced  operations in October 2000, however,  they are
     only  available  as of the  date of the  Fund  Substitution  and  are  only
     available  to those  Contract  Owners  affected  by the Fund  Substitution.
     "Other Expenses" and "12b-1 Fees" shown are based on estimated  amounts for
     the fiscal year ending December 31, 2000.


<PAGE>


EXPENSE EXAMPLES

The  Expense  Examples  shown  below are being  added  with  respect  to the new
Portfolios that are being offered as Sub-accounts under your Annuity.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                  Expense Examples
                                                 (amounts shown are rounded to the nearest dollar)
------------------------------------------------------------------------------------------------------------------------------------

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


                                             After:                                       After:
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ------
Sub-Account:                               1 Year    3 Years    5 Years   10 Years          1 Year     3 Years    5 Years   10 Years
--------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
--------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
<S>                                       <C>        <C>       <C>        <C>               <C>        <C>       <C>        <C>
AST Scudder Japan                         104        149       192        320               29         89        152        320
AST Federated Aggressive Growth           102        144       183        303               27         84        143        303
AST Alger Mid-Cap Growth                   99        133       164        265               24         73        124        265
AST Alger Growth                           98        131       162        260               23         71        122        260
AST Kinetics Internet                     103        146       186        308               28         86        146        308
AST Janus Strategic Value                 103        146       186        308               28         86        146        308
AST Lord Abbett Bond-Debenture            101        139       175        287               26         79        135        287
AST Gabelli All-Cap Value                 102        144       183        303               27         84        143        303
WFVT Equity Income                        100        137       172        280               25         77        132        280
--------------------------------------- --------- ---------- --------- ---------- ------ ---------- ---------- --------- ----------
</TABLE>

The following is being added to the section entitled "Investment Options?"

INVESTMENT OPTIONS

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS?

<TABLE>
<CAPTION>
------------------- ---------------------------------------------------------------------------------------- -----------------------
                                                                                                               PORTFOLIO
      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                              ADVISOR/
       TYPE                                                                                                   SUB-ADVISOR
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
<S>                 <C>                                                                                     <C>
                    AST Scudder  Japan:  seeks  long-term  capital  growth.  The                            Scudder  Kemper
                    Portfolio  pursues its investment  objective by investing at                            Investments, Inc.
                    least 80% of net assets in Japanese securities (those issued
                    by  Japan-based  companies  or their  affiliates,  or by any
INTER-NATIONAL      company that  derives  more than half of its  revenues  from
    EQUITY          Japan).  The  Portfolio  may  invest  in stocks of any size,
                    including  up to 30% of its net assets in smaller  companies
                    that are traded over-the-counter. The Portfolio's focus on a
                    single  country  could give rise to increased  risk,  as the
                    Portfolio's   investments  will  not  be  diversified  among
                    countries   having   varying   characteristics   and  market
                    performance.
------------------------------------------------------------------------------------------------ -----------------------------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST Federated  Aggressive Growth:  seeks capital growth. The                           Federated Investment
                    Portfolio  pursues its investment  objective by investing in                                 Counseling
                    equity securities of companies  offering superior  prospects
                    for earnings growth.  The Portfolio  focuses its investments
 SMALL CAP          on the equity securities of smaller companies, but it is not
  GROWTH            subject to any specific market capitalization  requirements.
                    The Portfolio may invest in foreign issuers through American
                    Depositary Receipts. The Portfolio's strategies with respect
                    to  security  analysis,  market  capitalization  and  sector
                    allocation  are  designed to produce a  portfolio  of stocks
                    whose long-term  growth  prospects are  significantly  above
                    those of the S&P 500 Index.
------------------- ------------------------------------------------------------------------------------------------ ---------------


<PAGE>



------------------- ------------------------------------------------------------------------------------------------ ---------------
                                                                                                               PORTFOLIO
   STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                 ADVISOR/
       TYPE                                                                                                   SUB-ADVISOR
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------------------------------------------------------------------------------------------------------------------------
Sector funds generally  diversify their investments  across particular  economic
sectors or a single industry.  However, because those investments are limited to
a comparatively narrow segment of the economy, sector funds are generally not as
diversified  as most mutual  funds.  Sector funds tend to be more  volatile than
other types of funds.  The value of fund shares may go up and down more  rapidly
than other funds. Each sector of the economy may also have different  regulatory
or other risk factors that can cause  greater  fluctuations  in the share price.
Please read the prospectus for the  underlying  sector fund for further  details
about the risks of the particular sector of the economy.

------------------------------------------------------------------------------------------------------------------------------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST Kinetics  Internet:  seeks long-term  growth of capital.                         Kinetics Asset
                    Under normal  circumstances,  the Portfolio invests at least                         Management,Inc.
                    65%  of its  total  assets  in  common  stocks,  convertible
                    securities,  warrants and other equity securities having the
                    characteristics   of  common   stocks,   such  as   American
SECTOR              Depositary Receipts and International  Depositary  Receipts,
                    of domestic  and foreign  companies  that are engaged in the
                    Internet   and   Internet-related   activities.    Portfolio
                    securities  will  be  selected  by  the   Sub-advisor   from
                    companies  that are engaged in the  development of hardware,
                    software and  telecommunications  solutions  that enable the
                    transaction of business on the Internet by  individuals  and
                    companies,  as well as  companies  that offer  products  and
                    services primarily via the Internet.  The Portfolio seeks to
                    invest in the equity  securities of companies whose research
                    and development efforts may result in higher stock values.
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST  Janus  Strategic  Value:   seeks  long-term  growth  of                        Janus Capital
                    capital.  The  Portfolio  pursues its objective by investing                         Corporation
                    primarily in common  stocks with the potential for long-term
                    growth of  capital  using a  "value"  approach.  This  value
                    approach emphasizes investments in companies the Sub-advisor
 LARGE CAP          believes are undervalued  relative to their intrinsic worth.
  VALUE             Realization  of  income is not a  significant  consideration
                    when choosing  investments for the Portfolio.  The Portfolio
                    will generally focus on the securities of larger  companies,
                    however,   it  may  invest  in  the  securities  of  smaller
                    companies,  including  start-up  companies offering emerging
                    products or services.
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST Lord Abbett  Bond-Debenture:  seeks high current  income                        Lord,  Abbett & Co.
                    and the  opportunity  for capital  appreciation to produce a
                    high total return.  The  Portfolio  pursues its objective by
                    normally  investing in high yield and investment  grade debt
                    securities,  securities  convertible  into common  stock and
                    preferred stocks. Under normal circumstances,  the Portfolio
 BOND               invests  at least  65% of its total  assets in fixed  income
                    securities  of various  types.  The  Portfolio may find good
                    value   in   high   yield   securities,   sometimes   called
                    "lower-rated bonds" or "junk bonds," and frequently may have
                    more than half of its assets  invested in those  securities.
                    At least 20% of the  Portfolio's  assets must be invested in
                    any combination of investment  grade debt  securities,  U.S.
                    Government  securities and cash  equivalents.  The Portfolio
                    may also make  significant  investments  in  mortgage-backed
                    securities.  Although  the  Portfolio  expects to maintain a
                    weighted  average  maturity  in the  range  of seven to nine
                    years, there are no restrictions on the overall Portfolio or
                    on individual securities.
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    AST  Gabelli  All-Cap  Value:   seeks  capital  growth.  The                        GAMCO Investors, Inc.
                    Portfolio  pursues its  objective by investing  primarily in
                    readily   marketable  equity  securities   including  common
                    stocks,   preferred   stocks  and  securities  that  may  be
                    converted at a later time into common  stock.  The Portfolio
ALL-CAP             may invest in the securities of companies of all sizes,  and
EQUITY              may emphasize either larger or smaller  companies at a given
                    time based on the  Sub-advisor's  assessment  of  particular
                    companies and market  conditions.  The Portfolio  focuses on
                    companies that appear underpriced  relative to their private
                    market value ("PMV").  PMV is the value that the Portfolio's
                    Sub-advisor  believes informed investors would be willing to
                    pay for a company.
------------------- ------------------------------------------------------------------------------------------------ ---------------
------------------- ------------------------------------------------------------------------------------------------ ---------------
                    WFVT Equity Income: seeks long-term capital appreciation and                        Wells Fargo Bank,  N.A.
                    above-average  dividend  income.  The Portfolio  pursues its
                    objective  primarily by  investing  in the common  stocks of
                    large,  high-quality  domestic  companies with above-average
EQUITY INCOME       return  potential  based on current  market  valuations  and
                    above-average   dividend   income.   Under   normal   market
                    conditions,  the Portfolio invests at least 65% of its total
                    assets in income producing  equity  securities and in issues
                    of companies  with market  capitalizations  greater than the
                    median of the Russell 1000 Index.
------------------- ------------------------------------------------------------------------------------------------ ---------------
</TABLE>


<PAGE>



                      C. PORTFOLIO/SUB-ACCOUNT NAME CHANGES

1.   Effective October 23, 2000 GAMCO Investors,  Inc. will be the new portfolio
     sub-advisor  for the AST T. Rowe Price Small  Company Value  portfolio.  In
     connection with this change the portfolio's name is changed to "AST Gabelli
     Small-Cap Growth."

2.   Effective August 8, 2000 T. Rowe Price  International,  Inc. became the new
     portfolio sub-advisor for the AST T. Rowe Price Global Bond portfolio.

                       D. MAXIMUM NUMBER OF FREE TRANSFERS

The maximum  number of transfers  you can make between  investment  options each
Annuity Year without  being  subject to a Transfer Fee is increased  from twelve
(12) to twenty (20).

                              E. PARTIAL EXCHANGES

TAX CONSIDERATIONS

The  following  paragraph  replaces the  corresponding  paragraph  under the Tax
Considerations section in your Annuity prospectus:

Special rules in relation to tax-free exchanges under Section 1035:

On November 22, 1999, the Internal Revenue Service issued an acquiescence in the
decision of the United States Tax Court in Conway v.  Commissioner (111 T.C. 350
(1998)) that a taxpayer's partial surrender of a non-qualified  annuity contract
and  direct  transfer  of the  resulting  proceeds  for  the  purchase  of a new
non-qualified annuity contract qualifies as a non-taxable exchange under Section
1035 of the Internal Revenue Code. "Acquiescence" means that the IRS accepts the
holding of the Court in a case and that the IRS will follow it in  disposing  of
cases with the same controlling  facts.  Prior to the Conway decision,  industry
practice has been to treat a partial surrender of account value as fully taxable
to the extent of any gain in the  contract  for tax  reporting  purposes  and to
"step-up"  the  basis  in  the  contract  accordingly.  However  with  the  IRS'
acquiescence in the Conway  decision,  partial  surrenders may be treated in the
same way as tax-free  1035  exchanges of entire  contracts,  therefore  avoiding
current taxation of any gains in the contract as well as the 10% IRS tax penalty
on pre-age 59 1/2 withdrawals.  The IRS reserved the right to treat transactions
it considers  abusive as  ineligible  for this  favorable  partial 1035 exchange
treatment.  We do not know what  transactions  may be  considered  abusive.  For
example, we do not know how the IRS may view early withdrawals or annuitizations
after a partial exchange. As of the date of this prospectus supplement,  we will
treat a partial  surrender of this type as a "tax-free"  exchange for future tax
reporting purposes, except to the extent that we, as a reporting and withholding
agent,  believe that we would be expected to deem the transaction to be abusive.
However,  some insurance companies may not recognize these partial surrenders as
tax-free exchanges and may report them as taxable distributions to the extent of
any  gain  distributed  as  well  as  subjecting  the  taxable  portion  of  the
distribution to the 10% IRS early distribution  penalty. We strongly urge you to
discuss any  transaction  of this type with your tax advisor  before  proceeding
with the transaction.

While the  principles  expressed in the Conway  decision  appear  applicable  to
partial  exchanges from life  insurance,  there is no guidance from the Internal
Revenue  Service as to whether it concurs with  non-recognition  treatment under
Section  1035 of the Code for such  transactions.  We will  continue to report a
partial  surrender of a life insurance  policy as subject to current taxation to
the  extent of any gain.  In  addition,  please be  cautioned  that no  specific
guidance  has been  provided  as to the  impact  of such a  transaction  for the
remaining life insurance policy, particularly as to the subsequent methods to be
used to test for  compliance  under  the Code  for both the  definition  of life
insurance and the definition of a modified endowment contract.


ASAP2 -SUPP. (10/23/2000)                                       VAASAP2 10/23/00





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