AMERICAN SKANDIA LIFE ASSURANCE CORP VARIABLE ACCOUNT E
24F-2NT, 1996-02-28
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2



     1. Name and address of issuer:  American Skandia Life Assurance Corporation
One Corporate Drive Shelton, CT 06484

     2. Name of each series or class of funds for which this notice is filed:

         Variable Account E

     3. Investment Company Act File Number:811-7260

         Securities Act File Number:    33-47976

     4. Last day of fiscal year for which this notice is filed: 12/31/95

     5.  Check box if this  notice is being  filed  more than 180 days after the
close of the  issuer's  fiscal year for purposes of  reporting  securities  sold
after the close of the fiscal year but before  termination of the issuer's 24f-2
declaration:

                                        [     ]

     6. Date of termination of issuer's  declaration under rule 24f-2(a)(1),  if
applicable:


     7. Number and amount of  securities  of the same class or series  which had
been  registered  under the  Securities  Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained  unsold at the beginning of the
fiscal year:

     8. Number and amount of securities  registered during the fiscal year other
than pursuant to rule 24f-2:

9.   Number and aggregate sale price of securities sold during the fiscal year:

                                        Number:                     953
                                        Sale Price:         $16,081,748

10.  Number and aggregate  sale price of securities  sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:

                                        Number:                     953
                                        Sale Price:         $16,081,748

11.  Number and aggregate sale price of securities issued during the fiscal year
     in connection with dividend reinvestment plans, if applicable:

                                        Number:                       0
                                        Sale Price:                   0
<TABLE>
<CAPTION>
12.  Calculation of registration fee:

         <S>    <C>                                                          <C>     <C>
         (i)    Aggregate sale price of securities sold during the fiscal
                 year in reliance on rule 24f-2 (from Item 10):              $       16,081,748

         (ii)   Aggregate price of shares issued in connection with
                dividend reinvestment plans (from Item 11, if applicable):   +                0

         (iii)  Aggregate price of shares redeemed or repurchased during
                the fiscal year (if applicable):                             -        9,897,843

         (iv)   Aggregate price of shares redeemed or repurchased and
                previously applied as a reduction to filing fees pursuant to
                rule 24e-2 (if applicable)                                   +                0

         (v)    Net aggregate price of securities sold and issued during
                the fiscal year in reliance on rule 24f-2 [line (i), plus line
                (ii), less line (iii), plus line (iv)] if applicable):                6,183,905

         (vi)   Multiplier prescribed by Section 6(b) of the Securities Act
                of 1933 or other applicable law or regulation:               x     .00034482759

         (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]:      $         2,132.38
</TABLE>

     13.  Check  box if fees are  being  remitted  to the  Commission's  lockbox
depository as described in section 3a of the Commission's  Rules of Informal and
Other Procedures (17 CFR 202.3a).

                                       [X]

     Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:

                                February 26, 1996


                                   SIGNATURES

     This report has been signed below by the following persons on behalf of the
     issuer and in the capacities and on the dates indicated.

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

     February 28, 1996



Werner & Kennedy
1633 Broadway
New York, NY  10019

Telephone:  (212) 408-6900
Facsimile:  (212) 408-6950


                                February 26, 1996




American Skandia Life Assurance Corporation
One Corporate Drive
Shelton, Connecticut  06484-9932

Attention:     Thomas M. Mazzaferro,
               Executive Vice President and
               Chief Financial Officer

               Re:     Opinion as to Rule 24f-2 Notice for Variable
                       Account E of American
                       Skandia Life Assurance Corporation
                       (Registrant) and American Skandia
                       Life Assurance Corporation (Depositor)
                       Registration No. 33-47976
                       Investment Company Act Registration No. 811-7260
                       Our File No.: 74877-00-101

Dear Sirs:

               You have  requested  us, as general  counsel to American  Skandia
Life Assurance  Corporation ("Skandia Life") and American Skandia Life Assurance
Corporation  Variable  Account E, to furnish you with this opinion in connection
with the filing by American Skandia Life Assurance  Corporation Variable Account
E of a Rule 24f-2 Notice pursuant to the Investment  Company Act of 1940 for the
fiscal year ended December 31, 1995.

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

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

               Based  upon  the  foregoing,  we  are  of the  opinion  that  the
securities,  the registration of which said notice makes definite,  were legally
issued, fully paid, and non-assessable.

               We hereby consent to the use of this opinion as an exhibit to the
Rule 24f-2 Notice filed pursuant to the provisions of the Investment Company Act
of 1940.


                                Very truly yours,



                               /s/Werner & Kennedy
                                Werner & Kennedy


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