AMERICAN SKANDIA LIFE ASSURANCE CORP VARIABLE ACCOUNT E
485BPOS, 1999-04-27
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       Filed with the Securities and Exchange Commission on April 27, 1999

Registration No.  33-47976                   Investment Company Act No. 811-7260
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-4

   
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         Post-effective Amendment No. 13
                                       and
         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 13
    

         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT E
                           (Exact Name of Registrant)

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                               (Name of Depositor)

                 ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484
                   (Address of Depositor's Principal Offices)

                                 (203) 926-1888
                         (Depositor's Telephone Number)

                    M. PRISCILLA PANNELL, CORPORATE SECRETARY
                 One Corporate Drive, Shelton, Connecticut 06484
               (Name and Address of Agent for Service of Process)

                                    Copy To:

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

                Approximate Date of Proposed Sale to the Public:

                   May 3, 1999 or as soon as  practicable  after  the  effective
date of this Registration Statement.

 It is proposed that this filing become effective: (check appropriate space)

    immediately upon filing pursuant to paragraph (b) of Rule 485
  X on May 3, 1999 pursuant to paragraph (b) of rule 485
    60 days after filing pursuant to paragraph (a) (i) of rule 485
    on __________ pursuant to paragraph (a) (i) of Rule 485
    75 days after filing pursuant to paragraph (a) (ii) of Rule 485
    on  __________  pursuant to paragraph  (a)(ii) of Rule 485

 If appropriate,  check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<TABLE>
<CAPTION>
        <S>                       <C>                     <C>                   <C>                   <C> 
====================================================================================================================================
        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

                                                          Proposed               Proposed
                                                          Maximum                 Maximum
                                    Amount                Offering              Aggregate               Amount of
        Title of Securities          to be                 Price                 Offering             Registration
          to be Registered        Registered              Per Unit                 Price                   Fee
- ------------------------------------------------------------------------------------------------------------------------------------

American Skandia Life Assurance
 Corporation Annuity Contracts    Indefinite*            Indefinite*                                       $0
====================================================================================================================================
</TABLE>
              *Pursuant to Rule 24f-2 of the Investment Company Act

     Registrant  has  registered  an  indefinite  number or amount of securities
under the Securities Act of 1933 pursuant to Investment  Company Act Rule 24f-2.
The Rule 24f-2 Notice for Registrant's fiscal year 1998 was filed within 90 days
of the close of the fiscal year.
- --------------------------------------------------------------------------------
Gal2
 
                  CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)
   
<TABLE>
<CAPTION>
<S>           <C>                                                      <C>        <C>                             <C>
              N-4 Item No.                                                                                        Prospectus Heading

1.            Cover Page                                                                                                  Cover Page

2.            Definitions                                                                                          Glossary of Terms

3.            Synopsis or Highlights                                               What are Some of the Key Features of the Annuity?
                                                                                               Summary of Contract, Fees and Charges

4.            Condensed Financial Information                                                  Condensed Financial Information About
                                                                                                                 Separate Accoount B

5.            General Description of Registrant, Depositor                                                  Who Is American Skandia?
              and Portfolio Companies                                                                    What Are Separate Accounts?

6.            Deductions                                                                        Investment Options, Fees and Charges

7.            General Description of Variable Annuity Contracts                                 Purchasing Your Annuity, Why Would I
                                                                                                    Choose to Purchase this Annuity?
                                                                                  What  are Some of the Key Features of the Annuity?

8.            Annuity Period                                                                            Managing Your Account Value,
                                                                                                             Access to Account Value

9.            Death Benefit                                                         What Triggers  the Payment of a  Death  Benefit?
                                                                       What Options are Available to my  Beneficiary  upon my Death?
                                                                                            When Do You Determine the Death Benefit?

10.           Purchases and Contract Value                                                               Managing Your Account Value

11.           Redemptions                                                           Access to Account Value, Valuing Your Investment

12.           Taxes                                                                                               Tax Considerations

13.           Legal Proceedings                                                                                    Legal Proceedings

14.           Table of Contents of the Statement of Additional Information                                     Available Information


                                                                                                                         SAI Heading

15.           Cover Page                                                                         Statement of Additional Information

16.           Table of Contents                                                                                    Table of Contents

17.           General Information and History                                             General Information About American Skandia

18.           Services                                                                                          Independent Auditors

19.           Purchase of Securities Being Offered                                           Noted in Prospectus under Managing Your
                                                                                                                       Account Value

20.           Underwriters                                                                        Principal Underwriter/Distribution

                                                          (Continued)


                                         CROSS REFERENCE SHEET PURSUANT TO RULE 495(a)

              N-4 Item No.                                                                                              SAI Headings

21.           Calculation of Performance Data                                                     How Performance Data is Calculated

22.           Annuity Payments                                                     Noted in Prospectus under Access to Account Value

23.           Financial Statements                                                                                        Appendix A


                                                                                                                      Part C Heading

24.           Financial Statements and Exhibits                                                                 Financial Statements
                                                                                                                        and Exhibits

25.           Directors and Officers of the Depositor                                            Noted in Prospectus under Executive
                                                                                                              Officers and Directors

26.           Persons Controlled by or Under                                                                Persons Controlled By or
              Common Control with the                                                                  Under Common Control with the
              Depositor or Registrant                                                                        Depositor or Registrant

27.           Number of Contractowners                                                                      Number of Contractowners

28.           Indemnification                                                                                        Indemnification

29.           Principal Underwriters                                                                          Principal Underwriters

30.           Location of Accounts and Records                                                                  Location of Accounts
                                                                                                                         and Records

31.           Management Services                                                                                Management Services

32.           Undertakings                                                                                              Undertakings

</TABLE>
    



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

This  Prospectus  describes  the Galaxy  Variable  Annuity,  a flexible  premium
deferred  annuity (the  "Annuity")  offered by American  Skandia Life  Assurance
Corporation  ("we",  "our" or "us")  exclusively to customers of Fleet Financial
Group,  Inc.  and its  affiliates.  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 30. The Annuity or
certain of its  investment  options may not be available in all states.  Various
rights and benefits may differ  between  states to meet  applicable  laws and/or
regulations.  Certain terms are capitalized in this prospectus.  Those terms are
either  defined in the  Glossary  of Terms or in the  context of the  particular
section.

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

WHAT ARE SOME OF THE KEY FEATURES OF THE ANNUITY?
|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 currently offers both variable and fixed investment  options
       however,  fixed  investment  options were not offered on Annuities issued
       prior to March 30, 1994.  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 Sub-account of American Skandia Life Assurance
       Corporation  Variable  Account E,  invest in an  underlying  mutual  fund
       portfolio.  Currently,  portfolios  of the  Galaxy  VIP  Fund  are  being
       offered.
|X|    During the payout period,  commonly called "annuitization," you can elect
       to  receive  fixed  annuity  payments  (1) for life;  (2) for life with a
       guaranteed  minimum number of payments;  (3) based on joint lives; or (4)
       for a guaranteed number of payments.
|X|    This Annuity offers a death benefit until age 85. On or after age 85, the
       death benefit is equal to the Account Value.
|X|    There  is  no   Contingent   Deferred   Sales  Charge  on  surrenders  or
       withdrawals. You can withdraw Account Value from your Annuity free of any
       charges.
|X|    Transfers between  investment  options are tax-free.  You may make twelve
       transfers each year free of charge.  We also offer several  programs that
       enable  you to manage  your  Account  Value as your  financial  needs and
       investment performance change.


- --------------------------------------------------------------------------------
These  annuities are NOT deposits or  obligations  of, or issued,  guaranteed or
endorsed by Fleet Bank or its  affiliates,  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.
<TABLE>
<CAPTION>
                  FOR FURTHER INFORMATION CALL 1-800-444-3970.
<S>                                                                          <C>
Prospectus Dated: May 3, 1999                                                Statement of Additional Information Dated: May 3, 1999
GA-PROS- (05/99)                                                                                                    PROGVAPROD(5/99)
</TABLE>


<PAGE>


HOW DO I PURCHASE THIS ANNUITY?
We sell the Annuity through licensed,  registered  financial  professionals.  To
purchase  this  Annuity  you must be a customer of one or more  subsidiaries  of
Fleet Financial Group, Inc. at the time the Annuity is issued. You must complete
an application and submit a minimum initial purchase  payment of $5,000.  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 $5,000.  There is no
age restriction to purchase the Annuity.
However, the protection provided by the death benefit is limited on or after age
85.



<PAGE>


<TABLE>
<CAPTION>
                                                         TABLE OF CONTENTS


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


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


EXPENSE EXAMPLES...................................................................................................................7


INVESTMENT OPTIONS.................................................................................................................8

   WHAT ARE THE INVESTMENT OBJECTIVES, POLICIES AND EXPENSES OF THE PORTFOLIOS?....................................................8
   WHAT ARE THE FIXED INVESTMENT OPTIONS?..........................................................................................9

FEES AND CHARGES...................................................................................................................9

   WHAT ARE THE CONTRACT FEES AND CHARGES?.........................................................................................9
   WHAT CHARGES APPLY SOLELY TO THE VARIABLE INVESTMENT OPTIONS?..................................................................10
   WHAT CHARGES APPLY TO THE FIXED ALLOCATIONS?...................................................................................10
   WHAT CHARGES APPLY IF I CHOOSE AN ANNUITY PAYOUT?..............................................................................10

PURCHASING YOUR ANNUITY...........................................................................................................10

   WHAT ARE OUR REQUIREMENTS FOR PURCHASING THE ANNUITY?..........................................................................11

MANAGING YOUR ANNUITY.............................................................................................................11

   MAY I CHANGE THE PARTICIPANT, ANNUITANT AND BENEFICIARY DESIGNATIONS?..........................................................11
   MAY I RETURN THE ANNUITY IF I CHANGE MY MIND?..................................................................................11
   MAY I MAKE ADDITIONAL PURCHASE PAYMENTS?.......................................................................................12
   MAY I MAKE SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT?...................................................................12
   MAY I MAKE PURCHASE PAYMENTS THROUGH A SALARY REDUCTION PROGRAM?...............................................................12

MANAGING YOUR ACCOUNT VALUE.......................................................................................................12

   HOW AND WHEN ARE PURCHASE PAYMENTS INVESTED?...................................................................................12
   ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?.....................................................12
   DO YOU OFFER DOLLAR COST AVERAGING?............................................................................................13
   DO YOU OFFER A PROGRAM TO BALANCE FIXED AND VARIABLE INVESTMENTS?..............................................................13
   MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?..............................................................13
   HOW DO THE FIXED INVESTMENT OPTIONS WORK?......................................................................................13
   HOW DO YOU DETERMINE RATES FOR FIXED ALLOCATIONS?..............................................................................14
   HOW DOES THE MARKET VALUE ADJUSTMENT WORK?.....................................................................................14
   WHAT HAPPENS WHEN MY GUARANTEE PERIOD MATURES?.................................................................................15

ACCESS TO ACCOUNT VALUE...........................................................................................................15

   WHAT TYPES OF DISTRIBUTIONS ARE AVAILABLE TO ME?...............................................................................15
   ARE THERE TAX IMPLICATIONS FOR DISTRIBUTIONS?..................................................................................15
   CAN I WITHDRAW A PORTION OF MY ANNUITY?........................................................................................15
   CAN I MAKE PERIODIC WITHDRAWALS FROM THE ANNUITY DURING THE ACCUMULATION PERIOD?...............................................16
   WHAT ARE MINIMUM DISTRIBUTIONS AND WHEN WOULD I NEED TO MAKE THEM?.............................................................16
   CAN I SURRENDER MY ANNUITY FOR ITS VALUE?......................................................................................16
   WHAT TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?........................................................16
   HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?...........................................................................17
   HOW ARE ANNUITY PAYMENTS CALCULATED?...........................................................................................17

DEATH BENEFIT.....................................................................................................................17

   WHAT TRIGGERS THE PAYMENT OF A DEATH BENEFIT?..................................................................................17

VALUING YOUR INVESTMENT...........................................................................................................18

   HOW IS MY ACCOUNT VALUE DETERMINED?............................................................................................18
   WHAT IS THE SURRENDER VALUE OF MY ANNUITY?.....................................................................................18
   HOW AND WHEN DO YOU VALUE THE SUB-ACCOUNTS?....................................................................................18
   HOW DO YOU VALUE FIXED ALLOCATIONS?............................................................................................18
   WHEN DO YOU PROCESS AND VALUE TRANSACTIONS?....................................................................................18

TAX CONSIDERATIONS................................................................................................................19

   WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?...............................................................19
   HOW ARE AMERICAN SKANDIA AND THE SEPARATE ACCOUNTS TAXED?......................................................................19
   IN GENERAL, HOW ARE ANNUITIES TAXED?...........................................................................................19
   HOW ARE DISTRIBUTIONS TAXED?...................................................................................................19
   WHAT TAX CONSIDERATIONS ARE THERE FOR TAX-QUALIFIED RETIREMENT PLANS OR QUALIFIED CONTRACTS?...................................21
   HOW ARE DISTRIBUTIONS FROM QUALIFIED CONTRACTS TAXED?..........................................................................22
   GENERAL TAX CONSIDERATIONS.....................................................................................................23

GENERAL INFORMATION...............................................................................................................24

   HOW WILL I RECEIVE STATEMENTS AND REPORTS?.....................................................................................24
   WHO IS AMERICAN SKANDIA?.......................................................................................................24
   WHAT ARE SEPARATE ACCOUNTS?....................................................................................................24
   WHAT IS THE LEGAL STRUCTURE OF THE UNDERLYING FUNDS?...........................................................................25
   WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?.........................................................................26
   AVAILABLE INFORMATION..........................................................................................................27
   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................................27
   HOW TO CONTACT US..............................................................................................................27
   INDEMNIFICATION................................................................................................................27
   LEGAL PROCEEDINGS..............................................................................................................28
   EXECUTIVE OFFICERS AND DIRECTORS...............................................................................................28
   CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............................................................................30

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

   SELECTED FINANCIAL DATA.........................................................................................................2
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...........................................3
   AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF....................................................................................1
   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION.....................................................................................1

APPENDIX B - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT E..............................................................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 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/Participant: 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 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 Set-Up Fee, 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 portfolio of the Galaxy VIP Fund assesses a charge for investment
management  and for other  expenses.  The  prospectus  for the  Galaxy  VIP 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>  
Contingent Deferred Sales                                                                            There is no Contingent Deferred
Charge                                                   Not Applicable                         Sales Charge deducted upon surrender
The charge is a percentage of                                                                                 or withdrawal
each applicable purchase
payment
- ------------------------------- ------------------------------------------------------------- --------------------------------------
- ------------------------------- ------------------------------------------------------------- --------------------------------------
Annual Maintenance Fee                       Smaller of $30 or 2% of Account Value                     Annually on the contract's
                                      (Only applicable if Account Value is under $50,000)         anniversary date or upon surrender
- ------------------------------- ------------------------------------------------------------- --------------------------------------
- -------------------------------
Transfer Fee                                                 $10.00                             After the 12th transfer each annuity
                                                                                                                  year
- ------------------------------- ------------------------------------------------------------- --------------------------------------
- ------------------------------- ------------------------------------------------------------- --------------------------------------
Tax Charge                         Depends on the requirements of the applicable jurisdiction                    Various

- ------------------------------- ----------------------------------------------------------------------------------------------------
- ------------------------------- ----------------------------------------------------------------------------------------------------
Set-Up Fee                          $25.00 if initial Purchase Payment is less than $10,000                    Upon Issue
- ------------------------------- ----------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                       Annual Expenses of the Sub-Accounts
      (as a percentage of the average daily net assets of the Sub-accounts)
- ------------------------------- ----------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                                     <C> 
Mortality & Expense Risk
Charge                                                       0.40%
                                                                                                                  Daily
Administration Charge                                        0.15%

Total  Annual  Expenses of the          0.55% per year of the value of each Sub-account              Applies to Variable Investment
Sub-accounts*                                                                                                 Options only
- --------------------------- ----------------------------------------------------------------- --------------------------------------
</TABLE>

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



<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, 1998. The total annual
expenses are the sum of the investment  management fee and other expenses.  Each
figure is stated as a percentage of the 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.  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         Total Annual        Fee Waivers       Net Annual
           UNDERLYING PORTFOLIO                    Fees           Expenses          Portfolio        and Expense           Fund
                                                                                    Operating       Reimbursement       Operating
                                                                                    Expenses                             Expenses

- ------------------------------------------ ----------------- ---------------- ------------------ ------------------ ----------------
<S>                                               <C>               <C>               <C>                <C>              <C>
The Galaxy VIP Fund:
  Money Market                                    0.15%             0.80%             0.95%              0.25%             0.70%
  Equity                                          0.75%             0.30%             1.05%               N/A              1.05%
  High Quality Bond                               0.40%             0.65%             1.05%              0.15%             0.90%
  Asset Allocation                                0.75%             0.30%             1.05%               N/A              1.05%
- ------------------------------------------ ----------------- ---------------- ------------------ ------------------ ----------------
</TABLE>


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  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)
- ------------------------------------------------------------------------------------------------------------------------------------

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

                                       ------------------------------------------ ------- -----------------------------------------
                             If your  initial  Purchase  Payment is at least      If your initial Purchase Payment is at least
                             $10,000, so that the set-up fee does not apply,      $10,000, so that the set-up fee does not apply,
                             and at the end of each period shown your Account     and at the end of each period shown your Account
                             Value is $50,000 or higher, so that the maintenance  Value is below $50,000, so that the maintenance 
                             fee does not apply:                                  fee applies:                          
                                       ------------------------------------------- ------- -----------------------------------------


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>
GAL Money Market                              13        40         69        152                14         44        76         165
GAL Equity                                    16        50         87        190                18         55        95         205
GAL High Quality Bond                         15        46         79        174                16         50        86         187
GAL Asset Allocation                          16        50         87        190                18         55        95         205
- ------------------------------------------------- ---------- --------- ---------- ------- ---------- --------- ---------- ----------
</TABLE>

                                    --------------------------------------------
                                         If your  initial  Purchase  Payment  is
                                         below  $10,000,  so that the set-up fee
                                         applies,  and at the end of each period
                                         shown  your  Account   Value  is  below
                                         $50,000,  so that the  maintenance  fee
                                         applies:

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

- --------------------------------------------------------------------------------
                                           After:
- -------------------------------------- --------- ---------- --------- ----------
Sub-Account:                            1 Year    3 Years    5 Years   10 Years
- -------------------------------------- --------- ---------- --------- ----------
GAL Money Market                             22        59         98        203
GAL Equity                                   26        70        116        241
GAL High Quality Bon                         24        65        108        224
GAL Asset Allocation                         26        70        116        241
- -------------------------------------- --------- ---------- --------- ----------


INVESTMENT OPTIONS

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

Each  variable  investment  option is a  Sub-account  of American  Skandia  Life
Assurance  Corporation  Variable Account E (see "What are Separate Accounts" for
more  detailed   information.)  Each  Sub-account  invests  exclusively  in  one
Portfolio of the Galaxy VIP Fund.  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. The name of the  advisor/sub-advisor for each Portfolio appears
next to the  description.  The investment  advisor of the Galaxy VIP Fund, Fleet
Investment  Advisors,  Inc.,  is a subsidiary  of Fleet  Financial  Group,  Inc.
Details about the investment objectives,  policies,  risks, costs and management
of the Portfolios  are found in the prospectus of the Galaxy VIP Fund.  There is
no guarantee that any underlying  mutual fund portfolio will meet its investment
objective.

Please refer to Appendix B for certain required financial information related to
the historical performance of the Sub-accounts.
<TABLE>
<CAPTION>
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                                                                                                                         PORTFOLIO
      STYLE/                                        INVESTMENT OBJECTIVES/POLICIES                                        ADVISOR/
       TYPE                                                                                                             SUB-ADVISOR
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
<S>                 <C>                                                                             <C>    
                    GAL VIP  Money  Market:  seeks  as high a level  of  current
                    income as is  consistent  with  liquidity  and  stability of
                    principal.   The   Portfolio   invests  in  "money   market"
  CAPITAL           instruments  with remaining  maturities of 397 days or less,                     Fleet Investment Advisors, Inc.
  PRESERVATION      such as domestic and foreign bank  certificates  of deposit,
                    bankers'  acceptances,  commercial paper and corporate bonds
                    in addition to obligations  issued or guaranteed by the U.S.
                    Government,   its   agencies   or   instrumentalities,   and
                    repurchase agreements relating to such obligations.
- ------------------- ---------------------------------------------------------------------------------------- -----------------------
                    GAL VIP High  Quality  Bond:  seeks a high  level of current
                    income consistent with prudent risk of capital. Under normal
                    market and economic conditions, the Portfolio will invest at
 LONG-TERM          least  80%  of  its  total   assets  in  high  quality  debt
   BOND             obligations  that are rated at the time of  purchase  within                     Fleet Investment Advisors, Inc.
                    the three highest rating categories assigned by a nationally
                    recognized statistical rating organization, such as Standard
                    & Poor's Ratings Group or Moody's  Service,  Inc. (or which,
                    if unrated, are of comparable  quality),  and in obligations
                    issued or guaranteed by the U.S. Government, its agencies or
                    instrumentalities and other "money market" instruments.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                    GAL VIP  Asset  Allocation:  seeks a high  total  return  by
                    providing  both a current  level of income  that is  greater
 ASSET              than that produced by the popular  stock market  averages as
 ALLOCATION         well as  long-term  growth in the  value of the  Portfolio's                     Fleet Investment Advisors, Inc.
                    assets.  The Portfolio  attempts to achieve F this objective
                    and at the same time reduce  volatility  by  allocating  its
                    assets in  varying  amounts  among  short-term  obligations,
                    common stocks, preferred stocks and bonds.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
                    GAL VIP  Equity:  seeks  long-term  growth by  investing  in
                    companies that the Portfolio's  investment  adviser believes
                    have above-average  earnings potential.  Under normal market                     Fleet Investment Advisors, Inc.
 GROWTH             and economic conditions,  the Portfolio will invest at least
                    75% of its total assets in common  stock,  preferred  stock,
                    common stock warrants and securities convertible into common
                    stock of such companies.
- ----------- ------------------------------------------------------------------------------------------------ -----------------------
</TABLE>

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.

FEES AND CHARGES

WHAT ARE THE CONTRACT FEES AND CHARGES?

Set-Up Fee: We deduct a Set-Up Fee if your initial Purchase Payment is less than
$10,000.

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

Contingent  Deferred Sales Charge:  There is no Contingent Deferred Sales Charge
applied if you surrender your Annuity or make a partial withdrawal.

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.  The Annual  Maintenance  Fee is only deducted if your
Account  Value is less than $50,000 on the  anniversary  of the Issue Date or 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 Participant;
(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.

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

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 0.55% on an annual
basis.  This charge is for insurance  benefits,  including  the Annuity's  death
benefit that provides guaranteed benefits to your beneficiary even if the market
declines and the risk that persons we  guarantee  annuity  payments to will live
longer  than our  assumptions.  The  charge  also  covers  administrative  costs
associated  with providing the Annuity  benefits,  including  preparation of the
contract, confirmation statements, annual account statements and annual reports,
legal and accounting  fees as well as various  related  expenses.  Finally,  the
charge  covers  the risk  that our  assumptions  about  the  administrative  and
non-mortality expenses under this Annuity are incorrect. The Insurance Charge is
not deducted  against  assets  allocated to a fixed  investment  option.  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 Participant;
(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 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
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.  We do not deduct any specific  charges  during the
payout  period.  However,  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?

Minimum  Initial  Purchase  Payment:  To purchase  this  Annuity,  you must be a
customer of one or more  subsidiaries of Fleet Financial Group, Inc. at the time
the  Annuity  is issued.  You must make a minimum  initial  Purchase  Payment of
$5,000. 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 $5,000 in total
Purchase Payments.

Age Restrictions:  There is no age restriction to purchase the Annuity. However,
the protection provided by the Death Benefit is limited on or after age 85.

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

|X|  Participant: The Participant(s) holds all rights under the Annuity. You may
     name more than one Participant 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
     "Participant."
|X|  Annuitant: The Annuitant is the person we agree to make annuity payments to
     and upon whose life we  continue  to make such  payments.  You must name an
     Annuitant who is a natural person.  We do not accept a designation of joint
     Annuitants.  Where  allowed  by law,  you may name  one or more  Contingent
     Annuitants.  A  Contingent  Annuitant  will  become  the  Annuitant  if the
     Annuitant dies before the Annuity Date.
|X|  Beneficiary: The Beneficiary is the person(s) or entity you name to receive
     the death  benefit.  If no  beneficiary  is named the death benefit will be
     paid to you or your estate.

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

MANAGING YOUR ANNUITY

MAY I CHANGE THE PARTICIPANT, ANNUITANT AND BENEFICIARY DESIGNATIONS?
You may  change the  Participant,  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  Participant  subsequent to the death of the Participant or the first
     of any joint  Participants  to die, except where a  spouse-Beneficiary  has
     become the Participant as a result of a Participant's death;
|X|  a new  Participant  or  Annuitant  who  does  not  meet  our  then  current
     underwriting guidelines;
|X|  a new  Annuitant  subsequent  to the  Annuity  Date if the  annuity  option
     selected includes a life contingency;
|X|  a new  Annuitant  prior to the  Annuity  Date if the Annuity is owned by an
     entity; and
|X|  a  change  in  Beneficiary  if the  Participant  had  previously  made  the
     designation irrevocable.

Spousal Participants/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  Participant,  the  surviving  spouse  may elect to be
treated as the  Participant  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 $500
unless you participate in bank drafting or a periodic  purchase payment program.
An additional  Purchase Payment will be returned if we have not received written
allocation instructions.

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".  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  $5,000
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 $5,000. The minimum additional Purchase Payment
you may make through a salary reduction program is $50.

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 and any applicable  set-up
fee.  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 GAL 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 GAL Money Market Sub-account.  To do this, we will
ask that you execute our form called a "return  waiver"  that  authorizes  us to
allocate your Purchase Payment to your chosen Sub-accounts  immediately.  If you
submit the "return  waiver" and then  decide to return your  Annuity  during the
free-look period,  you will receive your current Account Value which may be more
or less than your initial  Purchase  Payment (see "May I Return the Annuity if I
Change my Mind?").

Subsequent Purchase Payments:  We will allocate any additional Purchase Payments
you make according to your most recent allocation  instructions.  We assume that
your current allocation  instructions are valid for subsequent Purchase Payments
until you make a change to those allocations or request new allocations when you
submit a new Purchase Payment.

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

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

We reserve the right to limit the number of  transfers  in any Annuity  Year for
all existing or new Participants.  We also reserve the right to limit the number
of  transfers  in any  Annuity  Year or to refuse any  transfer  request  for an
Participant or certain Participants 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 $25,000 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.

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

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

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

MAY I AUTHORIZE MY FINANCIAL REPRESENTATIVE TO MANAGE MY ACCOUNT?
You may authorize your financial  representative  to decide on the allocation of
your  Account  Value  and to  make  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 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
1-800-444-3970.

A Guarantee Period for a Fixed Allocation begins:

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

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

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

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

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

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

                                                               where:

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

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

                  N is the number of months remaining in the original  Guarantee
                  Period.

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 = $57881.25
       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 = $57881.25
       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.

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. Unless
you notify us  differently,  withdrawals are taken pro-rata based on the Account
Value in the investment options at the time we receive your withdrawal  request.
Each of these types of distributions is described more fully below.

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

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

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

CAN I WITHDRAW A PORTION OF MY ANNUITY?
Yes, you can make a withdrawal  during the  accumulation  phase.  We call this a
"Partial  Withdrawal."  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.

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 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  $25,000  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.

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.

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 TYPES OF ANNUITY PAYMENT OPTIONS ARE AVAILABLE UPON ANNUITIZATION?
Annuity  payments can be guaranteed for the life of the Annuitant,  for the life
of the Annuitant with a certain period guaranteed, or for a certain fixed period
of time with no life contingency. We currently make available fixed payments and
adjustable payments.  However,  adjustable annuity payments may not be available
on your Annuity Date.

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

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

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 Participant selecting this option.

HOW AND WHEN DO I CHOOSE THE ANNUITY PAYMENT OPTION?
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  90th  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 annuity
payment options. However, if you made an election, the Beneficiary may not alter
such election.

HOW ARE ANNUITY PAYMENTS CALCULATED?
The first annuity  payment  varies  according to the annuity  payment option and
payment frequency  selected.  The first payment is determined by multiplying the
Account Value by the factor  determined  from our table of annuity  rates.  Your
Account  Value will be  determined  as of the close of business on the fifteenth
day preceding the Annuity Date,  plus interest at not less that 3% per year from
such date to the Annuity  Date.  The table of annuity  rates differ based on the
type of annuity chosen and the frequency of payment selected. Our rates will not
be less than our guaranteed  minimum rates.  These guaranteed  minimum rates are
derived from the 1983a Individual Annuity Mortality Table with ages set back one
year for males and two years for females and with an assumed interest rate of 3%
per annum.  Where  required by law or  regulation,  such annuity table will have
rates that do not differ according to the gender of the key life. Otherwise, the
rates will differ  according  to the gender of the key life.  The 3% rates noted
above are 4% for Annuities issued prior to the date we implemented the change.

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 a Participant. 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."

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

         If death occurs before the  decedent's age 85: 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 85 or older: The Death Benefit
is your Account Value.

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  Participant  or  Annuitant  as of the  Issue  Date and did not  become  the
Participant or Annuitant due to the prior  Participant'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  Participant  or  Annuitant.  After  the
two-year  suspension  period is  completed,  the Death Benefit is the same as if
this person had been an Participant 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
       Participant.  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.  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 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,  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.

Death  Benefits:  Death Benefit claims require our review and evaluation  before
processing.  We price such  transactions as of the date we receive at our Office
all materials we require for such transaction and that are satisfactory to us.

TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSIDERATIONS OF THIS ANNUITY?
Following 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 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 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 59 1/2;
|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)  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 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.  We do not currently support
72(t) distributions under this Annuity.

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 first annuity payment payable under the immediate annuity; and
(b)  the  annuity  payments  under  the  immediate   annuity  do  not  meet  the
requirements  of any other  exception to the 10% penalty.  It is unclear whether
the exception to the 10% penalty applies to annuity  payments where the purchase
payment  originates from a deferred annuity contract  established as a result of
an  exchange  if:  (a)  purchase  payments  for  the  exchanged   contract  were
contributed  or are  deemed to be  contributed  more than one year  prior to the
first annuity  payment  pursuant to the deferred  annuity  contract;  or (b) the
annuity  payments  pursuant to the deferred annuity do not meet the requirements
of any other exception to the 10% penalty.

Special rules in relation to tax-free exchanges under Section 1035: Section 1035
of the Code permits certain tax-free  exchanges of a life insurance,  annuity or
endowment contract for an annuity. If an annuity is purchased through a tax-free
exchange of a life insurance,  annuity or endowment  contract that was purchased
prior to August 14, 1982, then any distributions  other than as annuity payments
will be considered to come:  

|X|  First, from the amount of "investment in the contract" made prior to August
     14, 1982 and exchanged into the annuity;
|X|  Then,  from  any  "income  on the  contract"  that is  attributable  to the
     purchase  payments made prior to August 14, 1982 (including  income on such
     original purchase payments after the exchange);
|X|  Then, from any remaining "income on the contract"; and
|X|  Lastly, from the remaining "investment in the contract."

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.

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 Sections 401(a) and 401(k) of the Code.
Contributions to such plans are not taxable to the employee until  distributions
are made from the retirement  plan.  The Code imposes  limitations on the amount
that may be contributed  and the timing of  distributions.  The tax treatment of
distributions is subject to special  provisions of the Code, and also depends on
the design of the specific retirement plan. There are also special  requirements
as  to  participation,   nondiscrimination,  vesting  and  nonforfeitability  of
interests.

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 used to  "roll-over"
distributions  from certain  tax-qualified  retirement  plans and maintain their
tax-deferral.

Roth IRAs: A form of IRA is also available called a "Roth IRA". Contributions to
a Roth IRA are not tax deductible.  However,  distributions  from a Roth IRA are
free from  Federal  income  taxes and are not  subject to the 10% penalty tax if
five (5) tax years  have  passed  since the first  contribution  was made or any
conversion from a traditional IRA was made and the distribution is made (a) once
the  taxpayer is age 59 1/2 or older,  (b) upon the death or  disability  of the
taxpayer,  or (c) for  qualified  first-time  home  buyer  expenses,  subject to
certain  limitations.  Distributions from a Roth IRA that are not "qualified" as
described above may be subject to 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 any investment gain on the 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*; and
|X| is made to an alternate  payee  pursuant to a qualified
domestic relations order*.

The exceptions above which are followed by an asterisk (*) do not apply to IRAs.

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  retirement  option 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 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.  The account balance is generally based upon
the Account  Value as of the close of  business on the last day of the  previous
calendar  year.  A larger  annual  distribution  may be required  under  certain
circumstances.

If the participant  dies before reaching his or her "required  beginning  date",
his or her entire  interest must generally be  distributed  within five years of
death. However, this rule will be deemed satisfied if distributions begin before
the close of the calendar year following  death to a designated  Beneficiary (or
over a period not extending beyond the life expectancy of the  beneficiary).  If
the  Beneficiary is the  individual's  surviving  spouse,  distributions  may be
delayed  until the  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
Participants  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 Investment Holding  Corporation (the "Parent"),  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 E
During the  accumulation  phase,  the  assets  supporting  obligations  based on
allocations  to the  variable  investment  options are held in  Sub-accounts  of
American Skandia Life Assurance Corporation Variable Account E, also referred to
as "Separate  Account E". Separate Account E consists of four  Sub-accounts each
of which invests only in a single  portfolio of the Galaxy VIP Fund. 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 E was  established by us pursuant to Connecticut
law. The  Sub-accounts  offered pursuant to this Prospectus are all Sub-accounts
of  Separate  Account  E. You  will  find  additional  information  about  these
underlying mutual funds and portfolios in the prospectuses for such funds.

Separate  Account E is registered with the SEC under the Investment  Company Act
of 1940 (the "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 E. 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 Participant 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. The Galaxy VIP Fund is
registered  under  the  Investment  Company  Act  as  an  open-end   diversified
management  investment company.  It was established as a Massachusetts  business
trust under an Agreement and Declaration of Trust dated May 27, 1992.

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  Participants  with Account  Value  allocated to that
Sub-account.  Participants  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  Participants  who  have  Account  Value
allocated to a Sub-account  whose underlying mutual fund portfolio has requested
a "proxy" vote with the necessary  forms to provide us with their  instructions.
Generally,  you will be asked to provide  instructions for us to vote on matters
such  as  changes  in a  fundamental  investment  strategy,  adoption  of a  new
investment  advisory  agreement,  or matters  relating to the  structure  of the
underlying mutual fund that require a vote of shareholders.

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

WHO DISTRIBUTES ANNUITIES OFFERED BY AMERICAN SKANDIA?
American Skandia Marketing,  Incorporated ("ASM"), a wholly-owned  subsidiary of
American  Skandia  Investment  Holding  Corporation,   is  the  distributor  and
principal  underwriter of the securities  offered through this  prospectus.  ASM
acts as the  distributor of a number of annuity and life  insurance  products we
offer and both American Skandia Trust and American Skandia Advisor Funds,  Inc.,
a family of  retail  mutual  funds.  ASM's  principal  business  address  is One
Corporate Drive, Shelton,  Connecticut 06484. ASM is registered as broker-dealer
under the Securities  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 to  customers  of one or more
subsidiaries of Fleet Financial Group,  Inc., 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. The investment advisor of the underlying mutual fund,
Fleet Investment Advisors,  Inc., is a subsidiary of Fleet Financial Group, Inc.
In certain cases, the  broker-dealer  may also be an affiliate of the investment
advisor of the  underlying  mutual fund. In addition,  ASM may offer the Annuity
directly to potential purchasers.

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  fund  portfolios  and  upon  prevailing  market
conditions  and the response of the  underlying  mutual fund  portfolios to such
conditions.  Actual  performance  will also depend on changes in the expenses of
the underlying mutual fund portfolios.  Such changes are reflected,  in turn, in
the  Sub-accounts  which invest in such underlying  mutual fund  portfolios.  In
addition,  the amount of charges  assessed  against each Sub-account will affect
performance.

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  for the period shown.
"Non-standard  Total  Return"  figures  may also be used that do not reflect all
fees and  charges.  We may  calculate  Non-standard  Total  Returns  that do not
reflect deduction of the Set-Up Fee and/or the Annual Maintenance Fee.

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

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

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

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, 1998 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 1-800-444-3970; or
|X|  writing  to us at  American  Skandia  Life  Assurance  Corporation,  Galaxy
     Annuity Customer Service,  P.O. Box 883, Shelton,  Connecticut  06484-0883,
     Attention: Concierge Desk; or
|X|  sending    us   an   email   to   our    electronic    mail    address   at
     [email protected];   or  
|X|  accessing  information  about your Annuity through our Internet  Website at
     americanskandia.com.

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

INDEMNIFICATION
Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "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>           <C> 
Name/                                                         Position with American Skandia
Age                                                           Life Assurance Corporation                        Principal Occupation

Robert M. Arena                                               Vice President,                                        Vice President,
30                                                            Director of Product                    Director of Product Management:
                                                              Management                                       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                                            President and
45                                                            Deputy Chief Executive Officer         Deputy Chief Executive Officer:
                                                              Director (since July, 1991)                      American Skandia Life
                                                                                                               Assurance Corporation

Nancy F. Brunetti                                             Executive Vice President                     Executive Vice President,
36                                                            Director (since February, 1996)               Chief Logistics Officer:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

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

Y.K. Chan                                                     Senior Vice President and                    Senior Vice President and
41                                                            Chief Information Officer                   Chief Information Officer:
                                                                                                               American Skandia Life
                                                                                                               Assurance 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 from January
1991 until January 1995.

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

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

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


Larisa Gromyko                                                Director of Compliance                         Director of Compliance:
52                                                                                                             American Skandia Life
                                                                                                               Assurance Corporation

Teresa Grove                                                  Vice President,                                        Vice President,
44                                                            Service Operations                                 Service Operations:
                                                                                                        American Skandia Information
                                                                                                 Services and Technology Corporation

Ms.  Grove  joined us in 1996.  She  previously  held the  position  of  Account
Services  Manager with  Twentieth  Century from January,  1992 until  September,
1996.

Brian L. Hirst                                                Vice President,                                        Vice President,
50                                                            Corporate Actuary                                   Corporate Actuary:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

Mr. Hirst joined us in 1996. He previously  held the positions of Vice President
from 1993 to 1996 and  Second  Vice  President  from  1987 to 1992 at  Allmerica
Financial.

N. David Kuperstock                                           Vice President,                                        Vice President,
46                                                            Product Development                               Product Development:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

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

David R. Monroe                                               Senior Vice President,                          Senior Vice President,
36                                                            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 and Director at Allmerica  Financial from August,  1994 to July,  1996
and Senior Manager at KPMG Peat Marwick from July, 1983 to July, 1994.

Polly Rae                                                     Vice President                                         Vice President,
36                                                            Key Account Operations                         Key Account Operations:
                                                                                                               American Skandia Life
                                                                                                               Assurance Corporation

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

Anders O. Soderstrom                                          Executive Vice President                     Executive Vice President:
38                                                            Director (since September, 1994)                 American Skandia Life
                                                                                                               Assurance Corporation

William H. Strong                                             Vice President,                                        Vice President,
55                                                            Product Innovation                                  Product Innovation
                                                                                                               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.

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

C. Ake Svensson                                               Director (since December, 1994)                       Vice President,
47                                                                                                             Business Development:
                                                                                                         American Skandia Investment
                                                                                                                 Holding Corporation

Mr.  Svensson  joined us in 1994. He previously held the position of Senior Vice
President with Nordenbanken.

Mary Toumpas                                                  Director of Advertising Compliance                  Vice President and
47                                                                                                              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.

Bayard F. Tracy                                               Director (since September, 1994)                Senior Vice President,
50                                                                                                           National Sales Manager:
                                                                                                                    American Skandia
                                                                                                             Marketing, Incorporated

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

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


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




<PAGE>





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 E
|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 E



<PAGE>


                                                     




            APPENDIX A - FINANCIAL INFORMATION ABOUT AMERICAN SKANDIA



<PAGE>

         Selected Financial Data

         The following table  summarizes  information  with respect to the
         operations of the Company.  The selected financial data should be
         read in conjunction  with the financial  statements and the notes
         thereto  and Management's  Discussion  and  Analysis of
         Financial Condition and Results of Operations.

<TABLE>
<CAPTION>

         (in thousands)                                             FOR THE YEAR ENDED DECEMBER 31,                   
                                           --------------------------------------------------------------------------
<S>                                              <C>               <C>            <C>            <C>             <C> 
                                                 1998              1997           1996           1995            1994
                                                 ----              ----           ----           ----            ----
               Income Statement Data:
               Revenues:
               Annuity and life insurance
                  charges and fees*        $     186,211    $     121,158   $     69,780     $    38,837   $    24,780
               Fee income                         50,839           27,593         16,420           6,206         2,112
               Net investment income              11,130            8,181          1,586           1,601         1,300
               Premium income and
                   other revenues                  1,360            1,082            265              45            92
                                           -------------    -------------   ------------     -----------   -----------

               Total revenues              $     249,540    $     158,014   $     88,051     $    46,689   $    28,284
                                           =============    =============   ============     ===========   ===========

               Benefits and Expenses:
               Annuity benefits            $         558    $       2,033   $        613     $       555   $       370
               Change in annuity policy reserves   1,053               37            635          (6,779)        5,766
               Cost of minimum death benefit
                   reinsurance                     5,144            4,545          2,867           2,057         -
               Return credited to contractowners  (8,930)          (2,018)           673          10,613          (517)
               Underwriting, acquisition and
                   other insurance expenses      167,790           90,496         49,887          35,914        18,943
               Interest expense                   41,004           24,895         10,791           6,500         3,616
                                           -------------    -------------   ------------    ------------  ------------
               Total benefits and expenses $     206,619    $     119,988   $     65,466    $     48,860  $     28,178
                                           =============    =============   ============    ============  ============

               Income tax expense (benefit)$       8,154    $      10,478   $     (4,038)   $        397  $        247
                                           =============    =============   ============    ============  ============

               Net income (loss)           $      34,767    $      27,548   $     26,623    $     (2,568) $       (141)
                                           =============    =============   ============    ============  ============

               Balance Sheet Data:
               Total Assets                $  18,848,273    $  12,894,290   $  8,268,696    $  4,956,018  $  2,824,311     
                                           =============    =============   ============    ============  ============
               Future fees payable
                   to parent               $     368,978    $     233,034   $     47,112    $         -   $         - 
                                           =============    =============   ============    ============  ============
               Surplus Notes               $     193,000    $     213,000   $    213,000    $    103,000  $     69,000
                                           =============    =============   ============    ============  ============

               Shareholder's  Equity       $     250,417    $     184,421   $    126,345    $     59,713  $     52,206
                                           =============    =============   ============    ============  ============
</TABLE>

               * On annuity and life insurance sales of $4,159,662, $3,697,990,
                 $2,795,114, $1,628,486, and $1,372,874, during the years ended
                 December 31, 1998,  1997, 1996, 1995, and 1994, respectively,
                 with contractowner  assets under management of $17,854,761, 
                 $12,119,191, $7,764,891, $4,704,044, and $2,661,161  as of 
                 December 31,  1998,  1997,  1996,  1995 and 1994, respectively.




<PAGE>


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

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

         The Company is  primarily  in the  business of issuing  long-term
         savings  and  retirement  products  to  individuals,  groups  and
         qualified  pension plans.  Since its business  inception in 1988,
         the Company has offered a wide array of annuities,  including: a)
         certain   deferred   annuities  that  are  registered   with  the
         Securities and Exchange Commission,  including variable annuities
         and fixed  interest  rate  annuities  that include a market value
         adjustment  feature;  b) certain other fixed  deferred  annuities
         that  are  not  registered   with  the  Securities  and  Exchange
         Commission;  c) non-registered  group variable annuities designed
         as funding  vehicles for various  types of  qualified  retirement
         plans; and d) fixed and adjustable immediate annuities.

         In April 1998,  the Company began  offering a term life insurance
         product in support of an affiliate's mutual fund products. In May
         1998,  the  Company  launched  a  single  premium  variable  life
         insurance  product.  In January  1999,  the Company  launched its
         second  variable life  product,  which was designed as a flexible
         premium product.

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

         The Company has a 99.9%  ownership in Skandia Vida,  S.A. de C.V.
         which is a life  insurance  company  domiciled  in  Mexico.  This
         Mexican life insurer is a start up company with  expectations  of
         selling long-term  savings products within Mexico.  Skandia Vida,
         S.A.  de C.V had total  shareholder's  equity of  $4,724,000  and
         $1,509,000 as of December 31, 1998,  and 1997,  respectively  and
         has generated net losses of  $2,514,000,  $1,438,000 and $781,000
         for  the  years  ended   December  31,   1998,   1997  and  1996,
         respectively.

         RESULTS OF OPERATIONS

         Annuity and life  insurance  sales  increased 12%, 32% and 72% in
         1998, 1997 and 1996, respectively.  The Company continues to show
         significant  growth in sales  volume and  ranked  6th  highest in
         variable  annuity  sales during  1998,  according to the Variable
         Annuity  Research and Data  Service.  The  Company's  growth is 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 Company  offers and sells a wide range of deferred  annuities
         and variable life  insurance  through  three  focused  marketing,
         sales and service teams.  Each team specializes in addressing one
         of the Company's  primary  distribution  channels:  (a) financial
         planning firms; (b) broker-dealers  that generally are members of
         the New York Stock Exchange,  including  "wirehouse" and regional
         broker-dealer firms; and (c) broker-dealers affiliated with banks
         or which  specialize  in marketing  to  customers  of banks.  The
         Company also offers a number of specialized  products distributed
         by select,  large  distributors.  There has been continued growth
         and success in expanding the number of selling  agreements in the
         primary  distribution  channels.  There has also  been  increased
         success  in  enhancing  the  relationships  with  the  registered
         representatives/insurance agents of all the selling firms.


<PAGE>


         Total  assets  grew  46%,  56% and 66% in 1998,  1997  and  1996,
         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,  in support  of the  Company's  risk  based  capital
         requirements.  Liabilities  grew 46%, 56%, and 65% in 1998,  1997
         and 1996, 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.

         The  Company  generated  net  income  after  tax  of  $34,767,000
         $27,548,000 and $26,623,000 in 1998, 1997 and 1996, respectively.
         The Company benefited in each of the past three years from strong
         sales  growth  and  favorable  market  conditions.  In 1996,  the
         Company also  benefited  from the  recognition of the reversal of
         the deferred tax valuation  allowance.  Assets under  management,
         from  which the  Company  derives a  significant  portion  of its
         revenues  grew  47%,  56%  and  65%  in  1998,   1997  and  1996,
         respectively.

         REVENUES

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

         (annual percentage growth)        1998       1997       1996
                                           ----       ----       ----

         Annuity and life insurance
           fees and charges                 54%        74%        80%
                                           ====       ====       ====

         Transfer agency fee income         84%        68%       165%
                                           ====       ====       ====

         Net  investment  income  increased 36% and 416% in 1998 and 1997,
         respectively, and decreased slightly in 1996. The majority of the
         income was 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 sales of immediate
         annuities with life contingencies,  supplementary  contracts with
         life contingencies and certain life insurance products.  Sales of
         these ancillary  products decreased slightly in 1998 and 1996 and
         increased in 1997.

         BENEFITS

         Annuity benefits and the change in annuity policy reserves relate
         to annuity contracts with mortality risks,  these being immediate
         annuity  contracts  with  life  contingencies  and  supplementary
         contracts  with  life  contingencies.  Due  to the  age of  these
         policies  in  force  and the  relative  insignificance  of  these
         products  to  the  Company's   overall   portfolio  of  products,
         fluctuations in these benefits were of marginal importance to the
         Company's total operations.

         The  Company  reinsures  the  guaranteed  minimum  death  benefit
         exposure on most of the  variable  annuity  contracts.  The costs
         (minimum guaranteed premium per reinsurance contracts) associated
         with  reinsuring  the  guaranteed  minimum death benefit  reserve
         exceeded  the  change in the  guaranteed  minimum  death  benefit
         reserve during 1998,  1997 and 1996.  This cost increased in each
         of the past three years by 13%, 59% and 39%, respectively.

         Return credited to contractowners  includes primarily 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.  The 1998 return credited to
         contractowners in the amount of ($8,930,000)  represented  higher
         than expected Separate Account  investment  returns on the market
         value adjusted  contracts in support of the benefits and required
         reserves.


<PAGE>


         The 1997  return  credited  to  contractowners  in the  amount of
         ($2,018,000)  represents  a  break-even  year  for the  Company's
         market value adjusted  product line. The 1996 return  credited to
         contractowners  in the amount of $673,000  represents a favorable
         investment return on the market value adjusted contracts relating
         to the benefits and  required  reserves,  offset by the effect of
         bond market  fluctuations  on December  31, 1996 in the amount of
         $1,800,000.  While  the  assets  relating  to  the  market  value
         adjusted  contracts reflect the market interest rate fluctuations
         which occurred on December 31, 1996, the liabilities are based on
         the  interest  rates set for new  contracts  which are  generally
         based on the prior day's interest rates. During the first week of
         January 1997,  interest rates were established for new contracts,
         thereby  bringing  the  liabilities  relating to the market value
         adjusted contracts in line with the related assets. Consequently,
         the gain realized in 1997 was a result of this liability shift.

         EXPENSES

         Underwriting,  acquisition and other insurance expenses for 1998,
         1997 and 1996 were as follows:

         (in thousands)                       1998       1997       1996
                                              ----       ----       ----

         Commissions                       $ 224,916  $ 186,920  $ 140,459
         General expenses                    117,678     94,640     63,375
         Net capitalization of 
           deferred acquisition costs       (174,804)  (191,064)  (153,947)
                                           ---------  ---------  ---------

         Underwriting, acquisition and 
           other insurance expenses        $ 167,790  $  90,496  $  49,887
                                           =========  =========  ========= 

         Commissions  increased with the growth in sales. General expenses
         increased  with the  growth in sales,  along  with start up costs
         associated  with the Company's entry into variable life insurance
         and  qualified   plans.  The  net   capitalization   of  deferred
         acquisition  costs  decreased  in 1998 as a result  of  increased
         amortization.

         Interest   expense   increased   $16,109,000,   $14,104,000   and
         $4,291,000 in 1998, 1997 and 1996,  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 had  outstanding  surplus  notes  totaling
         $213,000,000 throughout 1998 ($20,000,000 was retired on December
         31, 1998). Surplus notes as of December 31, 1998 and 1997 totaled
         $193,000,000 and $213,000,000, respectively.

         The effective  income tax rates for the years ended  December 31,
         1998,  1997 and 1996 were 19%, 28% and (18%),  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. Additionally,  the Company released 
         a deferred tax valuation allowance of $9,325,000 in 1996.

         LIQUIDITY AND CAPITAL RESOURCES

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

         Approximately  97% of 1998  sales  (94% in 1997  and  1996)  were
         variable annuity and life insurance products, most of which carry
         a contingent deferred sales charge. This type of product causes a
         temporary  cash strain in that 100% of the  proceeds are invested
         in separate  accounts  supporting the product leaving a cash (but
         not capital)  strain caused by the  acquisition  cost for the new
         business.  This cash strain  required  the Company to look beyond
         the cash made available by insurance  operations and  investments
         of the Company to financing in the form of surplus notes, capital
         contributions,  the sale of  certain  rights to  future  fees and
         modified coinsurance arrangements.


<PAGE>


         - During 1996, the Company issued  $110,000,000 of surplus notes to
           its Parent.

         - During   December  1998  and  1997,  the  Company   received
           $2,600,000 and $27,700,000, respectively, from its Parent to
           support the capital needs of its U.S.  operations during the
           current  year along with the  following  year's  anticipated
           growth in business.

         - Funds received from new securitization transactions amounted to 
           $169,881,000, $194,512,000 and $50,221,000 for 1998, 1997
           and 1996, respectively.

         - During  1998,  1997  and  1996,  the  Company  extended  its
           reinsurance  agreements  (which were initiated in 1993, 1994
           and  1995).   The   reinsurance   agreements   are  modified
           coinsurance  arrangements  where the reinsurer shares in the
           experience of a specific book of business.

         The  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,  1998 and  1997,  shareholder's  equity  was
         $250,417,000 and $184,421,000,  respectively.  The increases were
         driven by the previously mentioned capital contributions received
         from the Parent and net income from operations.

         ASLAC has  long-term  surplus  notes and a short-term  borrowings
         with its Parent. No dividends have been paid to its Parent.

         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.

         YEAR 2000 COMPLIANCE

         The Company is continuing its ongoing assessment of the potential
         impact of the Year 2000 issue on various aspects of its business.
         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".

         Business Partners

         Management  believes  the area where the Company  is  most  vulnerable
         to Year 2000 issues is in its interfaces with computer systems of 
         investment managers, sub-advisors,  third  party  administrators,  
         vendors and other business partners.  The inability to properly  
         recognize date sensitive electronic information and transfer data 
         between systems could cause errors or even a complete systems failure
         which  would   result  in  a  temporary   inability   to  process
         transactions correctly or engage in normal business activities.

         The  American  Skandia  deferred  annuity  operational   business
         partners  report  that all  critical  interfaces  are  Year  2000
         compliant.  All investment managers and sub-advisors are required
         by the  Securities and Exchange  Commission to publicly  disclose
         their Year 2000 status in December 1998 and June 1999.


<PAGE>


         American Skandia has initiated formal communications with parties
         that provide third party administration, record keeping and trust
         services in  connection  with its life  insurance  and  qualified
         retirement  plan  annuities  business.   Management  has  already
         received several written assurances that these firms will be Year
         2000 compliant.  The Company expects to have  certifications from
         all remaining parties by July 1999. American Skandia is currently
         developing  contingency plans in the event that these targets are
         not met.

         Information Technology Systems

         American  Skandia is a relatively  young company whose internally
         developed  systems were  designed  from the start with four digit
         year  codes.   The  Company   engaged  an  external   information
         technology  specialist  to review  American  Skandia's  operating
         systems and  internally  developed  software.  The assessment was
         completed  in  December  1997  and the  results  were  favorable.
         Specific modifications were suggested,  evaluated and implemented
         for the annuity administration system. This project was completed
         during 1998 and a certificate  of compliance  has been  received.
         Other  non-critical  internally  developed  applications  in  the
         client/server area have already been or will be remediated during
         1999.  The  costs  associated  with  this  aspect  of  Year  2000
         compliance  have  not  had,  and  are not  expected  to  have,  a
         significant impact on the Company's results from operations.

         Suppliers and Non-Information Technology Systems

         Like most companies,  American Skandia is reliant on network, and
         desktop  operating  systems  and  software  providers  to release
         compliant   versions  of  their  respective   systems.   American
         Skandia's  network  is  currently  at the  most  compliant  level
         available.  The standard  desktop  software will be replaced,  as
         fully  compliant  versions  become  available.  In addition,  the
         Company  is in the  process  of  contacting  the  non-information
         systems   vendors  and  suppliers   regarding   their  Year  2000
         compliance   status  and  will   factor  the   results  of  these
         assessments into its contingency plans.

         Management  believes  it has an  effective  program  in  place to
         resolve the Year 2000 issue in a timely manner.  However,  should
         errors or  disruptions  in computer  service  occur,  the Company
         could realize  losses.  Given the nature and  uncertainty of such
         losses, the amounts cannot be reasonably determined.



<PAGE>


         Quantitative and Qualitative Disclosures About Market Risk

         Interest Rate Sensitivity

         At December  31, 1998,  the Company  held in its general  account
         $149,484,000 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  ($23,699,000  in reserves at December 31, 1998) and in
         support of the Company's target solvency capital. With respect to
         the insurance contracts, interest rate risk is managed through an
         asset/liability  matching  program  which takes into  account the
         risk  variables  of the  insurance  liabilities  supported by the
         assets.  In addition,  the Company has a conservative  investment
         philosophy, with all investments being investment grade corporate
         securities, government agency or U.S. government securities.

         In addition,  the Company's  deferred  annuity  products  offer a
         fixed option that subjects the Company to interest rate risk. The
         fixed option  guarantees a fixed rate of interest for a period of
         time selected by the contract  holder  (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 market value adjustment could be negative.  In the
         event of falling  interest  rates,  which make the fixed maturity
         securities  underlying the guarantee  more  valuable,  the market
         value  adjustment  could be positive.  Should these  contracts be
         surrendered  early, this increase or decrease in fair value would
         be  substantially  offset through the  application of the MVA and
         its effect on contractholders  choosing to withdraw.  The risk to
         the Company on these contracts relates to the ability to reinvest
         proceeds  from  interest  payments  and other  activity  over the
         guarantee  term at interest  rates required to meet interest rate
         guarantees and the risk of default.  This risk is managed through
         an  asset/liability  matching program.  At December 31, 1998, the
         Company had $613,057,000 of contracts subject to MVA.

         Equity Market Exposure

         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.

         The primary  equity  market  risk to the  Company  comes from the
         nature of the variable annuity and variable life products sold by
         ASLAC. Various fees and charges earned by ASLAC 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,
         1998,  sustained  throughout  1999, would result in a $28,000,000
         drop in related fee income.

         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



<PAGE>





                          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, 1998 and 1997,
and the related consolidated  statements of income,  shareholder's  equity, and
cash flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly,  in all  material respects,  the  consolidated  financial  position  of
American Skandia Life Assurance  Corporation at December 31, 1998 and 1997, and
the  consolidated  results of its operations  and cash flows for the years then
ended in conformity with generally accepted accounting principles.




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

February 20, 1999



<PAGE>







INDEPENDENT AUDITORS' REPORT


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


We  have  audited  the accompanying   consolidated  statements  of  operations,
shareholder's  equity, and  cash  flows  of  American  Skandia  Life  Assurance
Corporation and  subsidiary (a  wholly-owned  subsidiary  of Skandia  Insurance
Company Ltd.) for the year ended December 31, 1996. These consolidated financial
statements  are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express an  opinion  on  these  consolidated  financial
statements based on our audit.

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

In our opinion, such consolidated  financial  statements present fairly, in all
material respects,  the  consolidated  results of operations  and cash flows of
American Skandia Life Assurance  Corporation  and subsidiary for the year ended
December 31, 1996 in conformity with generally accepted accounting principles.


/s/Deloitte & Touche LLP
- ------------------------
New York, New York


March 10, 1997



<PAGE>


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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (in thousands)

                                                        AS OF DECEMBER 31,
                                                      1998             1997
                                                   ----------       ----------

ASSETS

Investments:
   Fixed maturities - at amortized cost          $     8,289      $     9,367
   Fixed maturities - at fair value                  141,195          108,323 
   Investment in mutual funds - at fair value          8,210            6,711 
   Policy loans                                          569              687 
                                                  ----------      -----------

      Total investments                              158,263          125,088 

Cash and cash equivalents                             77,525           81,974 
Accrued investment income                              2,880            2,442 
Fixed assets                                             328              356 
Deferred acquisition costs                           721,507          546,703 
Reinsurance receivable                                 4,191            6,343 
Receivable from affiliates                             1,161            1,911 
Income tax receivable - current                           -             1,048 
Income tax receivable - deferred                      38,861           26,174 
State insurance licenses                               4,413            4,563 
Other assets                                           3,744            2,524 
Separate account assets                           17,835,400       12,095,164 
                                                  ----------       ----------

      Total assets                               $18,848,273      $12,894,290
                                                 ===========      ===========

LIABILITIES AND SHAREHOLDER'S EQUITY

Liabilities:
   Reserve for future contractowner benefits     $    37,508      $    43,204 
   Policy reserves                                    25,545           24,415 
   Drafts outstanding                                 28,941           19,278 
   Accounts payable and accrued expenses              91,827           71,190 
   Income tax payable                                  6,657               - 
   Payable to affiliates                                  -               584 
   Future fees payable to parent                     368,978          233,034 
   Short-term borrowing                               10,000           10,000 
   Surplus notes                                     193,000          213,000 
   Separate account liabilities                   17,835,400       12,095,164 
                                                  ----------       ----------

      Total liabilities                           18,597,856       12,709,869 
                                                  ----------       ----------

Shareholders Equity:
   Common stock, $80 par, 25,000 shares
     authorized, issued and outstanding                2,000            2,000 
   Additional paid-in capital                        179,889          151,527 
   Retained earnings                                  64,993           30,226 
   Accumulated other comprehensive income              3,535              668 
                                                  ----------       ----------

      Total shareholder's equity                     250,417          184,421 
                                                  ----------       ----------

    Total liabilities and shareholder's equity   $18,848,273      $12,894,290
                                                 ===========      ===========




                 See notes to consolidated financial statements.


<PAGE>


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

                        CONSOLIDATED STATEMENTS OF INCOME
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                        FOR THE YEAR ENDED DECEMBER 31,
<S>                                                         <C>                      <C>                     <C> 
                                                            1998                     1997                    1996
                                                         ------------            -------------           ------------
REVENUES

Annuity and life insurance charges and fees                $186,211                $121,158                $69,780 
Fee income                                                   50,839                  27,593                 16,420 
Net investment income                                        11,130                   8,181                  1,586 
Premium income                                                  874                     920                    125 
Net realized capital gains                                       99                      87                    134 
Other                                                           387                      75                      6 
                                                         ------------            -------------           ------------

     Total revenues                                         249,540                 158,014                 88,051 
                                                         ------------            -------------           ------------

BENEFITS AND EXPENSES                                                                       

Benefits:
  Annuity benefits                                              558                   2,033                    613 
  Change in annuity policy reserves                           1,053                      37                    635 
  Cost of minimum death benefit reinsurance                   5,144                   4,545                  2,867 
  Return credited to contractowners                          (8,930)                 (2,018)                   673 
                                                         ------------            -------------           ------------

                                                             (2,175)                  4,597                  4,788   
                                                         ------------            -------------           ------------
Expenses:
  Underwriting, acquisition and                                                                                    
      other insurance expenses                              167,640                  90,346                 49,737 
  Amortization of state insurance licenses                      150                     150                    150 
  Interest expense                                           41,004                  24,895                 10,791 
                                                         ------------            -------------           ------------

                                                            208,794                 115,391                 60,678 
                                                         ------------            -------------           ------------

     Total benefits and expenses                            206,619                 119,988                 65,466 
                                                         ------------            -------------           ------------

Income from operations before income taxes                   42,921                  38,026                 22,585 

     Income tax expense (benefit)                             8,154                  10,478                 (4,038)
                                                         ------------            -------------           ------------

        Net income                                          $34,767                 $27,548                $26,623 
                                                         ============            =============           ============
</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,
<S>                                                          <C>                   <C>                   <C> 
                                                             1998                  1997                  1996
                                                          -----------           -----------           -----------

Common stock:
      Beginning and ending balance                           $2,000              $ 2,000               $ 2,000 

Additional paid in capital:                                           
   Beginning balance                                        151,527              122,250                81,875 
      Additional contributions                               28,362               29,277                40,375 
                                                          -----------           -----------           ----------
         Ending balance                                     179,889              151,527               122,250 

Retained earnings (deficit):
   Beginning balance                                         30,226                 2,678              (23,945)
      Net income                                             34,767                27,548               26,623 
                                                          -----------           -----------           ----------
         Ending balance                                      64,993                30,226                2,678 

Accumulated other comprehensive income:
   Beginning balance                                            668                 (584)                 (217)
      Other comprehensive income                              2,867                1,252                  (367)
                                                          -----------           -----------           -----------
         Ending balance                                       3,535                  668                  (584)
                                                          -----------           -----------           -----------
            Total shareholder's equity                     $250,417              $184,421              $126,345  
                                                          ===========           ===========           ===========
</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 FLOW
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                               FOR THE YEAR ENDED DECEMBER 31,
<S>                                                                     <C>                  <C>                  <C>   
                                                                        1998                 1997                 1996  
                                                                    ------------         ------------        ------------
Cash flow from operating activities:

  Net income                                                          $ 34,767             $ 27,548            $ 26,623 
  Adjustments to reconcile net income to net cash
    used in operating activities:
      Increase in policy reserves                                        1,130                3,176               1,852 
      Amortization of bond discount                                        101                   73                  27 
      Amortization of insurance licenses                                   150                  150                 150 
      Change in receivable from/payable to affiliates                      166               (1,321)                540 
      Change in income tax receivable/payable                            7,704               (2,172)              1,688 
      Increase in other assets                                          (1,191)                (604)               (661)
      Increase in accrued investment income                               (438)                (483)             (1,764)
      Decrease/(increase) in reinsurance receivable                      2,152                 (268)               (676)
      Increase in deferred acquisition costs, net                     (174,804)            (190,969)           (153,918)



      Increase in income tax receivable - deferred                     (14,242)              (9,631)            (16,903)
      Increase in accounts payable and accrued expenses                 20,637                5,719              32,323 
      Increase in drafts outstanding                                     9,663                6,245              13,032 
      Change in foreign currency translation, net                          (22)                 (34)                (77)
      Realized gain on sale of investments                                 (99)                 (87)               (134)
                                                                    ------------         ------------        ------------
           Net cash used in operating activities                      (114,326)            (162,658)            (97,898)
                                                                    ------------         ------------        ------------

Cash flow from investing activities:

  Purchase of fixed maturity investments                               (31,828)             (28,905)            (96,813)
  Proceeds from sale and maturity of fixed maturity investments          4,049               10,755               8,947 
  Purchase of shares in mutual funds                                    (7,158)              (5,595)             (2,160)
  Proceeds from sale of shares in mutual funds                           6,086                1,415               1,274 
  Decrease/(increase) in policy loans                                      118                 (528)               (104)
                                                                    ------------         ------------        ------------
            Net cash used in investing activities                       (28,733)             (22,858)            (88,856)
                                                                    ------------         ------------        ------------

Cash flow from financing activities:

  Capital contributions from parent                                      8,362               29,277              40,375 
  Surplus notes                                                              -                    -             110,000 
  Increase in future fees payable to Parent                            135,944              185,922              47,112 
  Net (withdrawals from)/deposits to contractowner accounts             (5,696)               6,959               5,753 
                                                                    ------------         ------------        ------------

        Net cash provided by financing activities                      138,610              222,158             203,240 
                                                                    ------------         ------------        ------------

          Net increase/(decrease) in cash and cash equivalents          (4,449)              36,642              16,486 
                                                                    ------------         ------------        ------------

          Cash and cash equivalents at beginning of year                81,974               45,332              28,846 
                                                                    ------------         ------------        ------------

            Cash and cash equivalents at end of year                  $ 77,525             $ 81,974            $ 45,332 
                                                                    ============         ============        ============

Supplemental cash flow disclosure:
  Income taxes paid                                                   $ 14,651             $ 22,308            $ 11,177 
                                                                    ============         ============        ============

  Interest paid                                                       $ 35,588             $ 16,916            $  7,095 
                                                                    ============         ============        ============
</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, 1998


1.      ORGANIZATION AND OPERATION

        American  Skandia  Life  Assurance  Corporation  (the  "Company")  is a
        wholly-owned   subsidiary  of  American  Skandia   Investment   Holding
        Corporation (the "Parent");  whose ultimate parent is Skandia Insurance
        Company Ltd., a Swedish corporation.

        The Company develops  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. which is
        a life insurance company domiciled in Mexico.  This Mexican life 
        insurer is a start up company with expectations of selling long-term
        savings products within Mexico.  Skandia Vida, S.A. de C.V. had total
        shareholder's equity of $4,724,000 and $1,509,000 as of December 31,
        1998, and 1997, respectively, and has generated net losses of 
        $2,514,000, $1,438,000 and $781,000 for the years ended December 31,
        1998, 1997 and 1996, 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  June  1998,  the  Financial   Accounting  Standards  Board
            ("FASB")  issued  Statement of Financial  Accounting  Standard
            ("SFAS")  133,  "Accounting  for  Derivative  Instruments  and
            Hedging   Activities,"   which   establishes   accounting  and
            reporting  standards for  derivative  instruments  and hedging
            activities.  The standard  requires  that all  derivatives  be
            carried on the balance  sheets at fair  value.  The Company is
            currently not involved in derivatives  or hedging  instruments
            as part of its investment strategy.  The Company is evaluating
            the potential  impact of a change in accounting for derivative
            instruments  embedded  in certain  products  it  issues.  This
            standard is effective for years beginning after June 15, 1999.

            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," which  provides  guidance for  determining
            when computer software  developed or obtained for internal use
            should  be  capitalized.  It  also  provides  guidance  on the
            amortization  of  capitalized  costs  and the  recognition  of
            impairment.  The Company is evaluating the potential impact of
            adopting  this  SOP,  which  is  effective  for  fiscal  years
            beginning after December 15, 1998.




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         C.  Investments

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

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

             Policy loans are carried at their unpaid principal balances.

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

         D.  Cash Equivalents

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

         E.  State Insurance Licenses

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

         F.  Fixed Assets

             Fixed assets consisting of furniture,  equipment and leasehold
             improvements   are  carried  at  cost  and  depreciated  on  a
             straight-line  basis  over a period  of  three to five  years.
             Accumulated  depreciation  amounted to $142,000 and $96,000 at
             December 31, 1998 and 1997, respectively. Depreciation expense
             for the  years  ended  December  31,  1998,  1997 and 1996 was
             $46,000 and $63,000 and $29,000, respectively.

         G.  Income Taxes

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

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         H.  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.

             Revenues for market value adjusted annuity  contracts  consist
             of  separate  account  investment  income  reduced  by benefit
             payments  and changes in reserves in support of  contractowner
             obligations,  all of which 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 liability for future contractowner benefits to
             the extent in excess of the separate account liabilities.

             Revenues  for  immediate   annuity   contracts   without  life
             contingencies  consist of net investment income.  Revenues for
             immediate annuity contracts with life contingencies consist of
             single premium payments  recognized as annuity  considerations
             when received.  Benefit reserves for these contracts are based
             on the Society of Actuaries 1983 Table-a with assumed interest
             rates that vary by issue year.  Assumed  interest rates ranged
             from 6.25% to 8.25% and 6.5% to 8.25% at December 31, 1998 and
             December 31, 1997, respectively.

             Revenues  for variable  life  insurance  contracts  consist of
             charges   against   contractowner   account   values  for  the
             maintenance  and  expense  fees,  cost of  insurance  fees and
             surrender   charges.   Benefit   reserves  for  variable  life
             insurance   contracts  represent  the  account  value  of  the
             contracts   and  are   included   in  the   separate   account
             liabilities.

         I.  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:

                      (in thousands)           1998         1997        1996
                                               ----         ----        ----

             Balance at beginning of year    $546,703     $355,734    $201,816

             Acquisition costs deferred
               during the year                261,432      243,476     171,253

             Acquisition costs amortized
               during the year                (86,628)     (52,507)    (17,335)
                                             ---------    ---------   ---------

             Balance at end of year          $721,507     $546,703    $355,734
                                             ========     ========    ========


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         J.  Reinsurance

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

             The company  reinsures certain mortality risks relating to the
             variable life  insurance  product,  as well as, the guaranteed
             minimum death benefit feature in the variable annuity product.

             At  December  31,  1998  and  1997,  in  accordance  with  the
             provisions of a modified  coinsurance  agreement,  the Company
             accrued   $1,976,000   and  $0,   respectively,   for  amounts
             receivable from favorable reinsurance experience on a block of
             variable annuity business.

         K.  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.

         L.  Fair Values of Financial Instruments

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

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

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

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

             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.



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         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 $771,195,000 and
             $773,067,000  at  December  31,  1998 and 1997,  respectively,
             relating to annuity  contracts for which the  contractowner is
             guaranteed a fixed rate of return.  Separate Account assets of
             $771,195,000  and  $773,067,000 at December 31, 1998 and 1997,
             respectively,  consisting  of  long  term  bonds,  short  term
             securities,  transfers  due from general  account and cash and
             cash   equivalents  are  held  in  support  of  these  annuity
             contracts, pursuant to state regulation.

         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

         As of  January  1, 1998  the  Company  adopted  SFAS  130,  "Reporting
         Comprehensive Income,"  which sets  standards  for the  reporting  and
         display  of  comprehensive income  and its  components;  however,  the
         adoption of this  Statement had no impact on the  Company's  financial
         position or net income. SFAS 130 requires  unrealized gains and losses
         on the Company's available-for-sale  securities  and foreign  currency
         translation  adjustments,   which  prior  to  adoption  were  reported
         separately  in   shareholder's   equity,   to  be  included  in  other
         comprehensive  income.  Prior  year  financial  statements  have  been
         reclassified to conform to the requirements of SFAS 130.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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

<TABLE>
<CAPTION>
<S>                                                                        <C>               <C>            <C> 
                  (in thousands)                                           1998              1997           1996
                                                                           ----              ----           ----

         Net income                                                       $34,767          $27,548         $26,623
         Other comprehensive income:
            Unrealized investment gains/(losses) on
               available for sale securities                                2,751            1,288            (331)
            Reclassification adjustment for realized
               losses/(gains) included in investment income                   138              (14)            (99)
                                                                        ---------        ---------      ----------
            Net unrealized gains/(losses) on securities                     2,889            1,274            (430)

            Foreign currency translation                                      (22)             (22)             64
                                                                       ----------       ----------      ----------

         Other comprehensive income                                         2,867            1,252            (367)
                                                                         --------         --------       ----------

         Comprehensive income                                             $37,634          $28,800         $26,257
                                                                          =======          =======         =======
</TABLE>

<TABLE>
<CAPTION>

         The components of accumulated other  comprehensive  income, net of tax,
         as of December 31, 1998 and 1997 were as follows:

<S>                                                                      <C>                     <C> 
                  (in thousands)                                         1998                    1997
                                                                         ----                    ----

         Unrealized investment gains                                    $3,843                   $954
         Foreign currency translation                                     (308)                  (286)
                                                                      --------                  -----

         Accumulated other comprehensive income                         $3,535                   $668
                                                                        ======                   ====
</TABLE>


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, 1998 and 1997 are shown
         below.  All securities held at December 31, 1998 are publicly traded.

         Investments in fixed  maturities as of December 31, 1998  consisted of
         the following:
<TABLE>
<CAPTION>

                  (in thousands)                                     Held-to-Maturity

<S>                                       <C>                <C>                 <C>                    <C>    
                                                                 Gross               Gross
                                           Amortized          Unrealized          Unrealized             Fair
                                             Cost                Gains              Losses               Value
         U.S. Government
            obligations                      $3,774                $57               $  -                $3,831

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

            Totals                           $8,289                $91               $  -                $8,380
                                             ======                ===               ====                ======
</TABLE>




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


<TABLE>
<CAPTION>
                  (in thousands)                                     Available-for-Sale

<S>                                     <C>                  <C>                 <C>                  <C>  
                                                                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
                                           ========             ======                ===              ========
</TABLE>


         The amortized cost and fair value of fixed  maturities,  by contractual
         maturity, at December 31, 1998 are shown below.

<TABLE>
<CAPTION>
                  (in thousands)                        Held-to-Maturity                  Available-for-Sale

<S>                                                <C>                 <C>             <C>                <C>
                                                    Amortized          Fair             Amortized           Fair
                                                      Cost             Value              Cost              Value

         Due in one year or less                      $4,927          $4,982       $           -  $           -

         Due after one through five years              3,362           3,398              54,789             56,850

         Due after five through ten years                  -               -              80,637             84,345
                                                  ----------      ----------          ----------         ----------

               Total                                  $8,289          $8,380            $135,426           $141,195
                                                      ======          ======            ========           ========
</TABLE>
 

         Investments  in fixed  maturities as of December 31, 1997 consisted of
         the following:
<TABLE>
<CAPTION>

                  (in thousands)                       Held-to-Maturity

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

         U.S. Government
            obligations                       $3,790                 $71                   $9                $3,852

         Obligations of
            state and political
            subdivisions                          50                   -                    -                    50

         Corporate
            securities                         5,527                   2                   19                 5,510
                                             -------               -----                 ----               -------

               Totals                         $9,367                 $73                  $28                $9,412
                                              ======                 ===                  ===                ======
</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


<TABLE>
<CAPTION>
                  (in thousands)                                 Available for Sale
                                                                 ------------------
<S>                                     <C>                 <C>                <C>                  <C>   
                                                                Gross              Gross
                                         Amortized            Unrealized         Unrealized              Fair
                                           Cost                  Gains             Losses                Value
                                         ---------            ----------         ----------              -----
         U.S. Government
            obligations                   $ 14,999              $  202             $  -              $  15,201

         Obligations of
            state and political
            subdivisions                       202                   -                -                    202

         Corporate
            securities                      91,470               1,505               55                 92,920
                                        ----------             -------             ----             ----------

               Totals                     $106,671              $1,707              $55               $108,323
                                          ========              ======              ===               ========
</TABLE>


        Proceeds from sales of fixed maturities during 1998, 1997 and 1996 were
        $999,000, $5,056,000  and  $8,732,000,   respectively.  Proceeds  from
        maturities during 1998, 1997 and 1996 were $3,050,000,  $5,700,000 and
        $215,000, respectively.

        The cost, gross  unrealized  gains/losses and fair value of investments
        in mutual funds at December 31, 1998 and 1997 are shown below:

<TABLE>
<CAPTION>
<S>                  <C>            <C>              <C>             <C>  
             (in thousands)           Gross             Gross
                                    Unrealized        Unrealized       Fair
                      Cost            Gains             Losses         Value
                     ------         ----------        ----------      ------
         1998        $8,068            $416              $274         $8,210
                     ======            ====              ====         ======


         1997        $6,896            $ 43              $228         $6,711
                     ======            ====              ====         ======
</TABLE>


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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

<TABLE>
<CAPTION>
                  (in thousands)                                 1998                   1997               1996
                                                                 ----                   ----               ----

<S>                                                           <C>                     <C>                <C>  
         Fixed maturities:
           Gross gains                                         $    -                   $  10             $   -
           Gross losses                                             (1)                    -                  -
         Investment in mutual funds:
           Gross gains                                             281                    116                140
           Gross losses                                           (181)                   (39)                (6)
                                                               -------                 ------              -----

         Totals                                                 $   99                  $  87               $134
                                                                ======                  =====               ====
</TABLE>



5.       NET INVESTMENT INCOME

         The sources of net investment income for the years ended December 31,
         1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                  (in thousands)                                1998                   1997                1996
                                                                ----                   ----                ----

<S>                                                           <C>                      <C>               <C>    
         Fixed maturities                                     $  8,534                 $6,617            $   836
         Cash and cash equivalents                               1,717                  1,153                685
         Investment in mutual funds                              1,013                    554                144
         Policy loans                                               45                     28                  5
                                                           -----------              ---------         ----------

         Total investment income                                11,309                  8,352              1,670

         Investment expenses                                       179                    171                 84
                                                            ----------               --------          ---------

         Net investment income                                 $11,130                 $8,181             $1,586
                                                               =======                 ======             ======
</TABLE>



6.       INCOME TAXES

         The significant  components  of income tax expense  (benefit)  for the
         years ended December 31, are as follows:

<TABLE>
<CAPTION>
                (in thousands)                                 1998                  1997                  1996
                                                               ----                  ----                  ----

<S>                                                           <C>                    <C>                  <C>     
         Current tax expense                                  $22,384                $20,108              $12,865 

         Deferred tax benefit                                 (14,230)                (9,630)             (16,903)
                                                             --------              ---------             --------

         Total income tax expense (benefit)                  $  8,154                $10,478             ($ 4,038)
                                                             ========                =======              =======
</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


         The tax effects of significant items comprising the Company's deferred
         tax balance as of December 31, 1998 and 1997, are as follows:

<TABLE>
<CAPTION>
                  (in thousands)                                         1998                         1997
                                                                         ----                         ----

<S>                                                                    <C>                        <C>    
         Deferred tax liabilities:
             Deferred acquisition costs                                ($210,731)                  ($159,766)
             Payable to reinsurers                                       (25,585)                    (25,369)
             Policy fees                                                    (859)                       (656)
             Unrealized investment gains and losses                       (2,069)                       (514)
                                                                     -----------                -------------

             Total                                                      (239,244)                   (186,305)
                                                                       ---------                   ---------

         Deferred tax assets:
             Net separate account liabilities                            225,600                     175,872
             Reserve for future contractowner benefits                    13,128                      15,121
             Other reserve differences                                    25,335                      10,534
             Deferred compensation                                         9,619                       7,187
             Surplus notes interest                                        3,375                       2,729
             Foreign exchange translation                                    166                         154
             Other                                                           882                         882
                                                                    ------------                ------------

             Total                                                       278,105                     212,479
                                                                       ---------                   ---------

             Income tax receivable - deferred                          $  38,861                   $  26,174
                                                                       =========                   =========
</TABLE>

         Management believes that based on the taxable  income  produced in the
         current year and the continued growth in annuity products,  the Company
         will  produce sufficient  taxable  income in the future to realize its
         deferred  tax asset. As such,  the Company  released  the deferred tax
         valuation allowance of $9,325,000 in 1996.

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

<TABLE>
<CAPTION>
                  (in thousands)                                     1998              1997                 1996
                                                                     ----              ----                 ----

<S>                                                              <C>                <C>                <C>  
         Income (loss) before taxes
             Domestic                                              $45,435             $39,464             $23,366
             Foreign                                                (2,514)             (1,438)               (781)
                                                                 ---------           ---------           ---------
             Total                                                  42,921              38,026              22,585

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

         Tax expense at federal
             statutory income tax rate                              15,022              13,309               7,905

         Tax effect of:
             Change in valuation allowance                               -                  -               (9,325)
             Dividend received deduction                            (9,085)             (4,585)             (2,266)
             Losses of foreign subsidiary                              880                 503                 273
             Meals and entertainment                                   487                 340                  43
             State income taxes                                        673                 577                 356 
             Other                                                     177                 334              (1,024)
                                                                  --------             -------           ---------

         Income tax expense (benefit)                             $  8,154             $10,478           ($  4,038)
                                                                  ========             =======            =========

</TABLE>

<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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 $7,722,000, $5,572,000 and $11,581,000 for the years ended December
         31, 1998, 1997 and 1996, respectively.  Income received for these items
         was $1,355,000, $3,225,000 and $1,148,000 for the years ended December
         31,  1998,  1997  and  1996,  respectively.  Amounts  receivable  from
         affiliates  under these  arrangements were  $98,000 and $549,000 as of
         December 31, 1998 and 1997, respectively. Amounts payable to affiliates
         under these arrangements were $551,000 and $264,000 as of December 31,
         1998 and 1997, respectively.


8.       FUTURE FEES PAYABLE TO PARENT

         In a series of transactions with its Parent,  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:


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

               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


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

        Under the terms of the Purchase Agreements, the rights sold provide for
        the Parent to receive a  percentage  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  percentage  is 100% on
        transactions 1997-3 and 1998-3 and 80% on all other transactions.

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


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

<TABLE>
<CAPTION>
         (in thousands)
                                                               Present
<S>       <C>                     <C>                         <C>
           Transaction             Discount Rate                Value
           -----------             -------------               -------
             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
</TABLE>

        Payments  representing  fees and  charges  in the  aggregate  amount of
        $69,226,000, $22,250,000 and $0, were made by the Company to the Parent
        for the years ended  December  31, 1998,  1997 and 1996,  respectively.
        Related  interest  expense of  $22,978,000,  $6,842,000 and $42,000 has
        been included in the  statement of income for the years ended  December
        31, 1998, 1997 and 1996, respectively.

        Expected  payments of future fees  payable to Parent as of December 31,
        1998 are as follows:

                                     Year Ended
          (in thousands)            December 31,                    Amount
                                    ------------                  ----------
                                       1999                       $   64,520
                                       2000                           68,403
                                       2001                           67,953
                                       2002                           64,238
                                       2003                           54,382
                                       2004                           35,601
                                       2005                           12,441
                                       2006                            1,440
                                                                  ----------
                                       Total                      $  368,978
                                                                  ==========

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


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


9.      LEASES

        The Company leases office space under a lease agreement  established in
        1989  with  ASIST.  The  lease  expense  for  1998,  1997  and 1996 was
        $3,588,000,  $2,428,000 and  $1,583,000,  respectively.  Future minimum
        lease payments per year and in aggregate as of December 31, 1998 are as
        follows:

         (in thousands)        1999                           $  3,619
                               2000                              5,070
                               2001                              5,070
                               2002                              5,070
                               2003                              5,070
                               2004 and thereafter              40,271
                                                              --------

                               Total                          $ 64,170
                                                              ========

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  $3,747,000  and
        $3,757,000  as of December  31,  1998,  and 1997,  respectively.  These
        deposits  are  required  to  be  maintained   for  the   protection  of
        contractowners within the individual states.


11.     RETAINED EARNINGS AND DIVIDEND RESTRICTIONS

        Statutory basis shareholder's  equity was $285,553,000 and $294,586,000
        at December 31, 1998 and 1997, respectively.

        The statutory basis net loss was $13,152,000, $8,970,000 and $5,405,000
        for the years ended December 31, 1998, 1997 and 1996, 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, 1998, 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
        $2,115,000,  $1,220,000  and $850,000 for the years ended  December 31,
        1998, 1997 and 1996, respectively.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


        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 $342,000,
        $270,000 and $245,000 for the years ended  December 31, 1998,  1997 and
        1996, respectively.

        The Company and an affiliate  cooperatively have a long-term  incentive
        plan under  which  units are awarded to  executive  officers  and other
        personnel.  The program  consists of  multiple  plans,  with a new plan
        instituted each year.  Generally,  participants must remain employed by
        the  Company or its  affiliates  at the time such units are  payable in
        order to receive any  payments  under the plan.  The accrued  liability
        representing  the value of these units was  $21,372,000 and $15,720,000
        as of December  31, 1998 and 1997,  respectively.  Payments  under this
        plan were  $2,407,000,  $1,119,000  and  $602,000  for the years  ended
        December 31, 1998, 1997, and 1996, respectively.

13.     REINSURANCE

        The effect of reinsurance  for the years ended December 31, 1998,  1997
        and 1996 is as follows:

<TABLE>
<CAPTION>
         (in thousands)                                    1998
                                                           ----
                                  Policy                 Change in             Return Credited
                             Charges and Fees         Policy Reserves         to Contractowners
                             ----------------         ---------------         -----------------
<S>                              <C>                     <C>                      <C>     
         Gross                   $215,425                $   691                  ($8,921)
         Ceded                     29,214                   (362)                       9
                                 --------                -------                  -------
         Net                     $186,211                $ 1,053                  ($8,930)
                                 ========                =======                  =======


                                                            1997
                                                            ----
                                  Policy                 Change in             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)
                                 ========                  =====                     ======


                                                            1996
                                                            ----
                                  Policy                 Change in              Return Credited
                             Charges and Fees         Policy Reserves          to Contractowners
                             ----------------         ---------------          -----------------
         Gross                    $87,370                   $815                     $779
         Ceded                     17,590                    180                      106
                                 --------                  -----                    -----
         Net                      $69,780                   $635                     $673
                                  =======                   ====                     ====
</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
        the obligations assumed under the reinsurance agreements.


<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


14.    SURPLUS NOTES

       The Company has issued surplus notes to its Parent in exchange for cash.
       Surplus notes outstanding as of December 31, 1998 and 1997 were
       as follows:

<TABLE>
<CAPTION>
              (in thousands)
                                                                                    Interest for the
                                        Interest      1998        1997           Years Ended December 31,
              Issue Date                  Rate       Amount      Amount        1998        1997       1996
              ----------                  ----       ------      ------        ----        ----       ----

<S>                                      <C>      <C>         <C>            <C>        <C>        <C>     
         December 29, 1993                6.84%    $      -    $ 20,000       $ 1,387    $ 1,387    $ 1,391
         February 18, 1994                7.28%      10,000      10,000           738        738        740
         March 28, 1994                   7.90%      10,000      10,000           801        801        803
         September 30, 1994               9.13%      15,000      15,000         1,389      1,389      1,392
         December 28, 1994                9.78%      14,000      14,000         1,388      1,388      1,392
         December 19, 1995                7.52%      10,000      10,000           762        762        765
         December 20, 1995                7.49%      15,000      15,000         1,139      1,139      1,142
         December 22, 1995                7.47%       9,000       9,000           682        682        684
         June 28, 1996                    8.41%      40,000      40,000         3,411      3,411      1,747
         December 30, 1996                8.03%      70,000      70,000         5,699      5,699         31       
                                                   --------    --------       -------    -------    -------      -
         Total                                     $193,000    $213,000       $17,396    $17,396    $10,087
                                                   ========    ========       =======    =======    =======
</TABLE>

        The 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, 1998 and
        1997, $9,644,000 and $7,796,000,  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, 1998 and 1997. The total  interest  expense to the Company
        was  $622,000,  $642,000 and $643,000 and for the years ended  December
        31, 1998, 1997 and 1996,  respectively,  of which $182,000 and $201,000
        was payable as of December 31, 1998 and 1997, 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

        In June 1997, the FASB issued SFAS 131,  "Disclosures about Segments of
        an Enterprise and Related  Information." SFAS 131 establishes standards
        for the way that public  enterprises report information about operating
        segments  in  annual  financial  statements  and  requires  that  those
        enterprises  report selected  information  about operating  segments in
        interim financial  reports issued to shareholders.  It also establishes
        standards   related  to   disclosures   about  products  and  services,
        geographic  areas  and  major  customers.  SFAS  131 is  effective  for
        financial statement periods beginning after December 15, 1997.

        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.
        As of December 31, 1998,  sales were not significant  enough to warrant
        full segment disclosures.  Sales, as measured by premium received,  for
        the year ended  December  31, 1998 and assets  under  management  as of
        December 31, 1998, for the respective segments were as follows:

<TABLE>
<CAPTION>
                      (in thousands)                   Variable         Variable      Qualified
                                                        Annuity           Life           Plans         Total
                                                     ------------       --------      ---------     -----------
<S>                                                  <C>                 <C>           <C>          <C>           
         Sales                                        $ 4,122,272        $1,188        $36,202      $ 4,159,662
                                                      ===========        ======        =======      ===========

         Assets under management                      $17,809,437        $1,295        $44,029      $17,854,761
                                                      ===========        ======        =======      ===========
</TABLE>




<PAGE>


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

             Notes to Consolidated Financial Statements (continued)


18.     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
                                                     --------          -------        ------------       -----------
                      1998
                      ----
<S>                                                 <C>              <C>                <C>              <C>   
         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
                                                      ========          ========         ========          ========


                       1996
                       ----
         Premiums and other insurance
            revenues                                  $ 16,606          $ 20,453         $ 22,366          $ 26,906
         Net investment income                             455               283              270               578
         Net realized capital gains                         92                13                6                23
                                                      --------          --------         --------          --------
         Total revenues                                 17,153            20,749           22,642            27,507

         Benefits and expenses                          12,725             9,430           17,007            26,304
                                                      --------         ---------         --------          --------

         Pre-tax net income                              4,428            11,319            5,635             1,203

         Income taxes                                    1,769             3,624            3,096           (12,527)
                                                      --------         ---------         --------          --------

         Net income                                   $  2,659         $   7,695         $  2,539          $ 13,730
                                                      ========         =========         ========          ========
</TABLE>


        As described in Note 6, the  valuation  allowance  relating to deferred
        income  taxes was released  during the three months ended  December 31,
        1996.




<PAGE>


                                                       


APPENDIX B - CONDENSED FINANCIAL INFORMATION ABOUT SEPARATE ACCOUNT E

The  Unit  Prices  and  number  of  Units  in the  Sub-accounts  that  commenced
operations prior to January 1, 1999 are shown below.

         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  Sub-account  of
Separate  Account E that commenced  operations  prior to January 1, 1999 and are
being  offered  pursuant  to  this  Prospectus;  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,
- ------------------------------------------------------------------------------------------------------------------------------------
                            1998       1997       1996        1995       1994        1993       1992       1991       1990      1989
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Money Market
(1993)
<S>                       <C>         <C>         <C>        <C>         <C>        <C>            <C>        <C>        <C>    <C>
Unit Price                $12.59      12.05       11.54      11.06       10.56      10.22          -          -          -         -
Number of Units          607,600    827,966   1,006,007  1,350,072   1,257,546  1,063,152          -          -          -         -
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Equity
(1993)
Unit Price                $25.34      20.63       16.24      13.44       10.66      10.36          -          -          -         -
Number of Units        1,853,943  2,033,164   2,136,942  2,119,810   1,818,564  1,246,452          -          -          -         -
- ------------------------------------------------------------------------------------------------------------------------------------
GAL High Quality Bond
(1993)
Unit Price                $14.50      13.29       12.22      12.04        9.88      10.55          -          -          -         -
Number of Units          777,739    668,832     740,891    830,395     811,254    929,546          -          -          -         -
- ------------------------------------------------------------------------------------------------------------------------------------
GAL Asset Allocation
(1993)
Unit Price                $20.65      17.75       15.00      13.12       10.20      10.48          -          -          -         -
Number of Units        1,026,113  1,062,839   1,083,176  1,136,906   1,037,131  1,126,518          -          -          -         -
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>



                   American Skandia Life Assurance Corporation
                   Attention: Galaxy Annuity Customer Service

                              For Written Requests:

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                            For Electronic Requests:

                           [email protected]

                             For Requests by Phone:

                                 1-800-444-3970


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

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


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



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



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




<PAGE>


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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                       at

                                  P.O. Box 883
                           Shelton, Connecticut 06484

                                       or

                           [email protected]



Issued by:                                                          Serviced at:

AMERICAN SKANDIA LIFE                                      AMERICAN SKANDIA LIFE
ASSURANCE CORPORATION                                      ASSURANCE CORPORATION
One Corporate Drive                                                 P.O. Box 883
Shelton, Connecticut 06484                            Shelton, Connecticut 06484
Telephone: 1-800-444-3970                             Telephone:  1-800-444-3970
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









GVA - SAI (05/99)



                       STATEMENT OF ADDITIONAL INFORMATION

The variable investment options under the Annuity are issued by AMERICAN SKANDIA
LIFE  ASSURANCE  CORPORATION  VARIABLE  ACCOUNT  E  and  AMERICAN  SKANDIA  LIFE
ASSURANCE CORPORATION.  The variable investment options are registered under the
Securities  Act of 1933  and the  Investment  Company  Act of  1940.  The  fixed
investment  options  under the  Annuity  are  issued by  AMERICAN  SKANDIA  LIFE
ASSURANCE  CORPORATION.  The assets supporting the fixed investment  options are
maintained in AMERICAN SKANDIA LIFE ASSURANCE  CORPORATION SEPARATE ACCOUNT D, a
non-unitized separate account, and registered solely under the Securities Act of
1933.

<TABLE>
<CAPTION>
                                                         TABLE OF CONTENTS

<S>                                                                                                                    <C>
ITEM                                                                                                                   PAGE

General Information about American Skandia                                                                                2
|X|      American Skandia Life Assurance Corporation                                                                      2
|X|      American Skandia Life Assurance Corporation Variable Account E                                                   2
|X|      American Skandia Life Assurance Corporation Separate Account D                                                   3

Principal Underwriter/Distributor - American Skandia Marketing, Incorporated                                              3

How Performance Data is Calculated                                                                                        4
|X|      Current and Effective Yield                                                                                      4
|X|      Total Return                                                                                                     5

How the Unit Price is Determined                                                                                          6

Additional Information on Fixed Allocations                                                                               6
|X|      How We Calculate the Market Value Adjustment                                                                     7

General Information                                                                                                       8
|X|      Voting Rights                                                                                                    8
|X|      Modification                                                                                                     8
|X|      Deferral of Transactions                                                                                         9
|X|      Misstatement of Age or Sex                                                                                       9
|X|      Ending the Offer                                                                                                 9

Independent Auditors                                                                                                      9

Legal Experts                                                                                                            10

Financial Statements                                                                                                     10
|X|      Appendix A - American Skandia Life Assurance Corporation Variable Account E                                     11

</TABLE>




- --------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL  INFORMATlON  IS NOT A PROSPECTUS.  YOU SHOULD READ
THIS  INFORMATION  ALONG  WITH THE  PROSPECTUS  FOR THE  ANNUITIES  FOR WHICH IT
RELATES.  THE PROSPECTUS  CONTAINS  INFORMATION  THAT YOU SHOULD CONSIDER BEFORE
INVESTING.  FOR A COPY OF THE  PROSPECTUS  SEND A WRITTEN  REQUEST  TO  AMERICAN
SKANDIA LIFE ASSURANCE CORPORATION, P.O. BOX 883, SHELTON, CONNECTICUT 06484, OR
TELEPHONE     1-800-444-3970.     OUR     ELECTRONIC     MAIL     ADDRESS     IS
[email protected].

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

Date of Prospectus: May 3, 1999        
Date of Statement of Additional Information: May 3, 1999


<PAGE>



GENERAL INFORMATION ABOUT AMERICAN SKANDIA

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION

American  Skandia  Life  Assurance  Corporation  ("we",  "our"  or  "us")  is  a
wholly-owned  subsidiary  of American  Skandia  Investment  Holding  Corporation
("ASIHC").  ASIHC's  indirect parent is Skandia  Insurance  Company Ltd. Skandia
Insurance  Company  Ltd.  is part  of a group  of  companies  whose  predecessor
commenced  operations  in  1855.  Skandia  Insurance  Company  Ltd.  is a  major
worldwide  insurance  company  operating from  Stockholm,  Sweden which owns and
controls,  directly or through  subsidiary  companies,  numerous  insurance  and
related  companies.  We are  organized  as a  Connecticut  stock life  insurance
company, and are subject to Connecticut law governing insurance  companies.  Our
mailing address is P.O. Box 883, Shelton, Connecticut 06484.

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT E

American Skandia Life Assurance Corporation Variable Account E, also referred to
as "Separate Account E", was established by us pursuant to Connecticut law. Each
Sub-account  invests  exclusively in one underlying mutual fund portfolio of The
Galaxy VIP Fund. You will find  additional  information  about these  underlying
mutual funds and portfolios in the prospectuses for such funds.

Separate  Account E is registered  with the Securities  and Exchange  Commission
under the  Investment  Company Act of 1940 (the  "Investment  Company Act") as a
unit  investment  trust,  which  is a type of  investment  company.  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.  You bear the entire
investment risk.

During the  accumulation  phase,  we offer a number of  Sub-accounts as variable
investment   options.   Certain   Sub-accounts  may  not  be  available  in  all
jurisdictions.  If and when we obtain approval of the applicable  authorities to
make such variable  investment options  available,  we will notify Owners of the
availability  of  such  Sub-accounts.  As of  the  date  of the  Prospectus  and
Statement of Additional  Information,  The Galaxy VIP Fund's portfolios in which
they invest are as follows.

Separate Account E Sub-account                  Underlying Mutual Fund Portfolio


 GAL Money Market                                Money Market Portfolio
 GAL Equity                                      Equity Portfolio
 GAL High Quality Bond                           High Quality Bond Portfolio
 GAL Asset Allocation                            Asset Allocation Portfolio

A brief summary of the  investment  objectives  and policies of each  underlying
mutual fund portfolio is found in the  Prospectuses.  More detailed  information
about the investment objectives,  policies,  charges,  operations, the attendant
risks and other details  pertaining to each underlying mutual fund portfolio are
described in the prospectus of each underlying mutual fund and the statements of
additional  information for such  underlying  mutual fund. Also included in such
information is the investment policy of each mutual fund or portfolio  regarding
the acceptable  ratings by recognized  rating  services for bonds and other debt
obligations.  There  can be no  guarantee  that any  underlying  mutual  fund or
portfolio will meet its investment objectives.

The Galaxy VIP Fund is registered  under the Investment  Company Act, as amended
as  an  open-end  management   investment  company.  It  was  established  as  a
Massachusetts  business trust under an Agreement and  Declaration of Trust dated
May 27, 1992. Each underlying mutual fund or portfolio thereof may or may not be
diversified as defined in the Investment Company Act. The trustees or directors,
as  applicable,  of an underlying  mutual fund may add,  eliminate or substitute
portfolios from time to time. Generally,  each portfolio issues a separate class
of shares.  Shares of the  underlying  mutual fund  portfolios  are available to
separate  accounts of life insurance  companies  offering  variable  annuity and
variable life insurance products. The shares may also be made available, subject
to obtaining all required regulatory  approvals,  for direct purchase by various
pension and retirement savings plans that qualify for preferential tax treatment
under the Code.

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


AMERICAN SKANDIA LIFE ASSURANCE CORPORATION SEPARATE ACCOUNT D

American Skandia Life Assurance Corporation Separate Account D, also referred to
as Separate Account D, was established by us pursuant to Connecticut law. During
the  accumulation  phase,  assets  supporting  our  obligations  based  on Fixed
Allocations  are held in 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.

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

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

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

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

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

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

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

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

We may  or may  not be  able  to  obtain  approval  in  the  future  in  certain
jurisdictions  of endorsements to individual or group annuities that include the
type of Fixed Allocations offered pursuant to this Prospectus.  If such approval
is  obtained,  we may take those  steps  needed to make such  Fixed  Allocations
available to purchasers to whom  Annuities were issued prior to the date of such
approval.

PRINCIPAL UNDERWRITER/DISTRIBUTOR - American Skandia Marketing, Incorporated

American Skandia Marketing,  Incorporated ("ASM"), a wholly-owned  subsidiary of
ASIHC, is the distributor  and principal  underwriter of the securities  offered
through this  prospectus  and  Statement  of  Additional  Information.  American
Skandia Life Assurance  Corporation is also a wholly-owned  subsidiary of ASIHC.
American Skandia Information Services and Technology Corporation ("ASIST"), also
a wholly-owned  subsidiary ASIHC, is a service company that provides systems and
information  services to American  Skandia Life  Assurance  Corporation  and its
affiliated companies.

ASM acts as the  distributor of a number of annuity and life insurance  products
we offer and both American  Skandia Trust and American  Skandia  Advisor  Funds,
Inc., a family of retail mutual funds.  ASM's principal  business address is One
Corporate Drive, Shelton,  Connecticut 06484. ASM is registered as broker-dealer
under the Securities and Exchange Act of 1934  ("Exchange  Act") and is a member
of the National Association of Securities Dealers, Inc. ("NASD").

The  Annuity is offered on a  continuous  basis.  ASM enters  into  distribution
agreements with certain 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.

HOW PERFORMANCE DATA IS CALCULATED

We may advertise the  performance of  Sub-accounts  using two types of measures.
These  measures are "current and effective  yield",  which may be used for money
market-type  Sub-accounts  (like the GAL Money  Market  Sub-account)  and "total
return", which may be used with other types of Sub-accounts.

The following  descriptions  provide  details on how we calculate these measures
for Sub-accounts.

Current and Effective Yield
The current yield of a money market-type  Sub-account is calculated based upon a
seven day period ending on the date of calculation.  The current yield of such a
Sub-account is computed by determining the change (exclusive of capital changes)
in the Account Value of a  hypothetical  pre-existing  allocation by an Owner to
such a Sub-account (the "Hypothetical  Allocation") having a balance of one Unit
at the beginning of the period,  subtracting a hypothetical maintenance fee, and
dividing such net change in the Account Value of the Hypothetical  Allocation by
the Account  Value of the  Hypothetical  Allocation at the beginning of the same
period to obtain the base period return,  and multiplying the result by (365/7).
The  resulting  figure  will be  carried  to at least the  nearest  l00th of one
percent.

We  compute  effective  compound  yield  for  a  money  market-type  Sub-account
according to the method  prescribed by the Securities  and Exchange  Commission.
The  effective  yield  reflects the  reinvestment  of net income earned daily on
assets of such a Sub-account. Net investment income for yield quotation purposes
will not  include  either  realized  or capital  gains and losses or  unrealized
appreciation and depreciation.

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

Sub-account                       Current Yield                Effective Yield
GAL Money Market                      3.64%                          3.71%

Total Return
Total return for the other Sub-accounts is computed by using the formula:

                                  P(1+T)n = ERV

                                     where:

         P = a hypothetical allocation of $1,000;

         T = average annual total return;

         n = the number of years over which total return is being measured; and

         ERV = the Account Value of the  hypothetical  $1,000  payment as of the
         end of the period over which total return is being measured.

"Standard Total Return" figures assume that all charges and fees are applicable,
including any set-up fee that may apply. "Non-standard Total Return" figures may
also be used that do not reflect all fees and charges.

As described in the Prospectus,  Annuities may be offered in certain  situations
in  which  the  set-up  fee may be  eliminated  or  reduced.  Advertisements  of
performance in connection  with the offer of such Annuities will be based on the
charges applicable to such Annuities.

Shown below are total return  figures for the periods  shown.  Figures are shown
only   for   Sub-accounts   operational   as   of   December   31,   1998.   The
"inception-to-date"  figures shown below are based on the  inception  date of an
underlying  mutual fund  portfolio.  "N/A" means "not  applicable" and indicates
that  the  underlying  mutual  fund  portfolio  was  not in  operation  for  the
applicable  period.  Any performance of such portfolios  prior to inception of a
Sub-account is provided by the underlying mutual funds. The total return for any
Sub-account  reflecting  performance  prior to such  Sub-account's  inception is
based on such information.

<TABLE>
<CAPTION>

                                 -------------------------------------------------- -- ---------------------------------------------
                                               Standard Total Return                              Non-Standard Total Return
                                 -------------------------------------------------- -- ---------------------------------------------
                                 -------------------------------------------------- -- ---------------------------------------------
                                             (Assuming Set-Up Fee and                  (Assuming no Set-Up Fee with maintenance fee)
                                                 maintenance fees)
                                 -------------------------------------------------- -- ---------------------------------------------

- ----------------------------------- ------- --------- --------- --------- ---------- -- --------- --------- -------- --------- -----
                                 1        3         5         10     Inception        1         3      5 Years     10     Inception
                                Year    Years     Years     Years     to Date        Year     Years               Years    to Date
<S>                             <C>      <C>       <C>        <C>       <C>           <C>       <C>      <C>      <C>         <C>   
GAL Equity                     21.71%   22.68%    18.88%     N/A      16.17%        22.65%    23.28%   19.40%     N/A       16.67%
GAL High Quality Bond           8.09%    5.53%     5.94%      N/A       5.83%        8.93%     6.04%     6.40%     N/A       6.28%
GAL Asset Allocation           15.23%   15.43%    13.86%     N/A      12.42%        16.12%    16.00%   14.35%     N/A       12.91%
- ----------------------------- ------- -------- --------- --------- ----------     --------- --------- -------- --------- -----------


                                 --------------------------------------------------
                                             Non-Standard Total Return
                                 --------------------------------------------------
                                 --------------------------------------------------
                                            (Assuming no Set-Up Fee and
                                                no maintenance fee)
                                 --------------------------------------------------

- ----------------------------------- ------- --------- --------- --------- ----------
                                      1        3         5         10     Inception
                                     Year    Years     Years     Years     to Date
GAL Equity                          22.84%   23.47%    19.58%     N/A      16.84%
GAL High Quality Bond               9.09%    6.20%     6.56%      N/A       6.45%
GAL Asset Allocation                16.29%   16.17%    14.52%     N/A      13.08%
- ----------------------------------- ------- --------- --------- --------- ----------
</TABLE>


Some of the underlying  portfolios may be subject to an expense reimbursement or
waiver  that in the absence of such  reimbursement  or waiver  would  reduce the
portfolio's performance.

The  performance   quoted  in  any  advertising   should  not  be  considered  a
representation  of the  performance  of these  Sub-accounts  in the future since
performance 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 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.  In addition,
the amount of charges against each Sub-account will affect performance.

The  information  provided  by these  measures  may be useful in  reviewing  the
performance of the  Sub-accounts,  and for providing a basis for comparison with
other  annuities.  These  measures  may be less useful in  providing a basis for
comparison with other  investments  that neither provide some of the benefits of
such annuities nor are treated in a similar fashion under the Code.

HOW THE UNIT PRICE IS DETERMINED

For each Sub-account the initial Unit Price was $10.00.  The Unit Price for each
subsequent  period is the net investment  factor for that period,  multiplied by
the Unit Price for the immediately  preceding  Valuation Period.  The Unit Price
for a Valuation  Period  applies to each day in the period.  The net  investment
factor is an index that  measures  the  investment  performance  of and  charges
assessed  against a Sub-account  from one Valuation  Period to the next. The net
investment factor for a Valuation Period is: (a) divided by (b), less (c) where:

a.       is the net result of:

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

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

b.       is the net result of:

         1.    the net asset  value  per  share  plus any  declared  and  unpaid
               dividends per share of the underlying  mutual fund shares held in
               that  Sub-account at the end of the preceding  Valuation  Period;
               plus or  minus 

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

c.      is the mortality and expense risk charges and the administration charge.

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

ADDITIONAL INFORMATION ON FIXED ALLOCATIONS

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

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

The interest  rates we credit are subject to a minimum.  We may declare a higher
rate. The minimum is based on both an index and a reduction to the interest rate
determined according to the index.

The  index is based on the  published  rate  for  certificates  of  indebtedness
(bills,  notes or bonds,  depending on the term of  indebtedness)  of the United
States Treasury at the most recent Treasury  auction held at least 30 days prior
to the beginning of the applicable Fixed Allocation's Guarantee Period. The term
(length of time from issuance to maturity) of the  certificates  of indebtedness
upon  which  the  index is based is the same as the  duration  of the  Guarantee
Period. If no certificates of indebtedness are available for such term, the next
shortest  term is used.  If the  United  States  Treasury's  auction  program is
discontinued, we will substitute indexes which in our opinion are comparable. If
required,  implementation of such substitute indexes will be subject to approval
by the  Securities and Exchange  Commission and the Insurance  Department of the
jurisdiction  in which your  Annuity was  delivered.  (For  Annuities  issued as
certificates of  participation  in a group contract,  it is our expectation that
approval of only the  jurisdiction  in which such group  contract was  delivered
applies.)

The  reduction  used in  determining  the minimum  interest  rate is two and one
quarter percent of interest (1.0%).

Where  required by the laws of a  particular  jurisdiction,  a specific  minimum
interest rate, compounded yearly, will apply should the index less the reduction
be less than the specific minimum interest rate applicable to that jurisdiction.

WE MAY CHANGE THE INTEREST  RATES WE CREDIT NEW FIXED  ALLOCATIONS  AT ANY TIME.
Any such  change  does not  have an  impact  on the  rates  applicable  to Fixed
Allocations  with  Guarantee  Periods that began prior to such change.  However,
such  a  change  will  affect  the  MVA  (see   "Account   Value  of  the  Fixed
Allocations").

We have no specific formula for determining the interest rates we declare. Rates
may differ  between  classes and between  types of annuities we offer,  even for
guarantees  of the same  duration  starting  at the same  time.  We  expect  our
interest  rate  declarations  for  Fixed  Allocations  to  reflect  the  returns
available on the type of investments  we make to support the various  classes of
annuities  supported by the assets in Separate  Account D. However,  we may also
take into  consideration in determining  rates such factors  including,  but not
limited to, the durations  offered by the  annuities  supported by the assets in
Separate  Account D,  regulatory  and tax  requirements,  the  liquidity  of the
secondary   markets  for  the  type  of   investments   we  make,   commissions,
administrative expenses, investment expenses, our insurance risks in relation to
Fixed Allocations, general economic trends and competition. OUR MANAGEMENT MAKES
THE FINAL  DETERMINATION AS TO INTEREST RATES TO BE CREDITED.  WE CANNOT PREDICT
THE RATES WE WILL DECLARE IN THE FUTURE.

How We Calculate the Market Value Adjustment
The market value adjustment  ("MVA") is used in determining the Account Value of
each  Fixed  Allocation.  The  formula  used to  determine  the  MVA is  applied
separately  to each  Fixed  Allocation.  Values and time  durations  used in the
formula are as of the date the Account Value is being determined.  Current Rates
and  available  Guarantee  Periods  are  those for the  class of  Annuities  you
purchase pursuant to the Prospectus available in conjunction with this Statement
of Additional Information.

The formula is:

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

                                     where:

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

                  J is the  interest  rate (for  your  class of  annuity)  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 your Fixed Allocation Guarantee Period;

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

The formula that applies if you surrender the Annuity  pursuant to the free-look
provision is [(1 + I)/(1 + J)]N/12.

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date.  The formula  may be changed if  Additional  Amounts  have been added to a
Fixed Allocation.

Irrespective  of the above,  we apply certain  formulas to determine "I" and "J"
when we do not offer  Guarantee  Periods with a duration  equal to the Remaining
Period. These formulas are as follows:

1.       If we offer Guarantee Periods to your class of Annuities with durations
         that  are  both  shorter  and  longer  than the  Remaining  Period,  we
         interpolate a rate for "J" between our then current  interest rates for
         Guarantee  Periods with the next  shortest  and next longest  durations
         then available for new Fixed Allocations for your class of Annuities .

2.       If we no longer offer Guarantee Periods to your class of Annuities with
         durations  that are both longer and shorter than the Remaining  Period,
         we determine  rates for "J" and, for  purposes of  determining  the MVA
         only,  for "I" based on the  Moody's  Corporate  Bond  Yield  Average -
         Monthly  Average  Corporates (the  "Average"),  as published by Moody's
         Investor Services, Inc., its successor, or an equivalent service should
         such Average no longer be published by Moody's.  For  determining I, we
         will use the Average  published on or immediately prior to the start of
         the applicable  Guarantee  Period.  For  determining J, we will use the
         Average for the Remaining Period  published on or immediately  prior to
         the date the MVA is calculated.

No MVA applies in determining a Fixed Allocation's Account Value on its Maturity
Date,  and, where required by law, the 30 days prior to the Maturity Date. If we
are not offering a Guarantee Period with a duration equal to the number of years
remaining in a Fixed Allocation's  Guarantee Period, we calculate a rate for "J"
above using a specific formula.

Our Current  Rates are expected to be sensitive to interest  rate  fluctuations,
thereby  making each MVA equally  sensitive  to such  changes.  There would be a
downward  adjustment  when the  applicable  Current  Rate plus 0.10  percent  of
interest  exceeds  the rate  credited  to the  Fixed  Allocation  and an  upward
adjustment  when the  applicable  Current  Rate is more  than  0.10  percent  of
interest lower than the rate being credited to the Fixed Allocation.

We reserve the right,  from time to time, to determine the MVA using an interest
rate lower than the Current Rate for all  transactions  applicable to a class of
Annuities.  We may do so at our sole  discretion.  This would  benefit  all such
Annuities if transactions to which the MVA applies occur while we use such lower
interest rate.

GENERAL INFORMATION

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

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

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

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

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

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

Modification
We reserve the right to any or all of the  following:  (a) combine a Sub-account
with other  Sub-accounts;  (b) combine  Separate  Account E or a portion thereof
with  other  "unitized"  separate  accounts;   (c)  terminate  offering  certain
Guarantee  Periods for new or renewing Fixed  Allocations;  (d) combine Separate
Account D with other "non-unitized"  separate accounts;  (e) deregister Separate
Account E under the Investment  Company Act; (f) operate Separate Account E as a
management  investment  company under the Investment Company Act or in any other
form permitted by law; (g) make changes required by any change in the Securities
Act of 1933,  the Exchange Act of 1934 or the  Investment  Company Act; (h) make
changes that are  necessary to maintain the tax status of your Annuity under the
Code;  (i) make  changes  required by any change in other  Federal or state laws
relating to  retirement  annuities  or annuity  contracts;  and (j)  discontinue
offering any variable investment option at any time.

Also, from time to time, we may make additional  Sub-accounts  available to you.
These  Sub-accounts  will invest in  underlying  mutual funds or  portfolios  of
underlying mutual funds we believe to be suitable for the Annuity. We may or may
not make a new  Sub-account  available to invest in any new  portfolio of one of
the current underlying mutual funds should such a portfolio be made available to
Separate Account E.

We may eliminate  Sub-accounts,  combine two or more  Sub-accounts or substitute
one or more new  underlying  mutual funds or  portfolios  for the one in which a
Sub-account  is  invested.  Substitutions  may be  necessary  if we  believe  an
underlying  mutual fund or portfolio no longer suits the purpose of the Annuity.
This may  happen  due to a change  in laws or  regulations,  or a change  in the
investment objectives or restrictions of an underlying mutual fund or portfolio,
or because the  underlying  mutual fund or portfolio is no longer  available for
investment,  or for some other reason.  We would obtain prior  approval from the
insurance  department  of our state of domicile,  if so required by law,  before
making such a  substitution,  deletion or  addition.  We also would obtain prior
approval  from  the SEC so long as  required  by  law,  and any  other  required
approvals before making such a substitution, deletion or addition.

We  reserve  the  right to  transfer  assets of  Separate  Account  E,  which we
determine  to be  associated  with the class of  contracts to which your Annuity
belongs,  to another "unitized"  separate account.  We also reserve the right to
transfer  assets of Separate  Account D which we determine to be associated with
the class of contracts to which your annuity belongs, to another  "non-unitized"
separate  account.  We notify you (and/or any payee during the payout  phase) of
any  modification  to your  Annuity.  We may endorse your Annuity to reflect the
change.

Deferral of Transactions
We may defer any  distribution or transfer from a Fixed Allocation or an annuity
payout for a period not to exceed the lesser of 6 months or the period permitted
by law. If we defer a distribution or transfer from any Fixed  Allocation or any
annuity  payout for more than thirty days, or less where required by law, we pay
interest at the minimum rate required by law but not less than 3% or at least 4%
if  required by your  contract,  per year on the amount  deferred.  We may defer
payment of proceeds of any  distribution  from any  Sub-account  or any transfer
from a Sub-account  for a period not to exceed 7 calendar days from the date the
transaction  is  effected.   Any  deferral   period  begins  on  the  date  such
distribution  or transfer would  otherwise have been transacted (see "Pricing of
Transfers and Distributions").

All procedures,  including  payment,  based on the valuation of the Sub-accounts
may be postponed  during the period:  (1) the New York Stock  Exchange is closed
(other than  customary  holidays or  weekends)  or trading on the New York Stock
Exchange  is   restricted  as  determined  by  the  SEC;  (2)  the  SEC  permits
postponement  and so orders;  or (3) the SEC determines that an emergency exists
making valuation or disposal of securities not reasonably practical.

Misstatement of Age or Sex
If there has been a misstatement  of the age and/or sex of any person upon whose
life  annuity  payments  or  the  minimum  death  benefit  are  based,  we  make
adjustments  to  conform  to  the  facts.  As  to  annuity  payments:   (a)  any
underpayments by us will be remedied on the next payment  following  correction;
and (b) any overpayments by us will be charged against future amounts payable by
us under your Annuity.

Ending the Offer
We may limit or discontinue  offering Annuities.  Existing Annuities will not be
affected by any such action.

INDEPENDENT AUDITORS

The  consolidated  financial  statements  of  American  Skandia  Life  Assurance
Corporation at December 31, 1998 and 1997, and for the years then ended, and the
financial  statements of American  Skandia Life Assurance  Corporation  Variable
Account E at December  31, 1998 and for the two years then ended,  appearing  in
this  Prospectus and  Registration  Statement have been audited by Ernst & Young
LLP,  independent  auditors.  The consolidated  financial statements of American
Skandia  Life  Assurance  Corporation  for the year  ended  December  31,  1996,
appearing in this Prospectus and  Registration  Statement,  have been audited by
Deloitte & Touche LLP, independent  auditors.  The audits, as set forth in their
respective reports thereon appearing  elsewhere herein, are included in reliance
upon  such  reports  given  upon  the  authority  of such  firms as  experts  in
accounting and auditing.

LEGAL EXPERTS

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

FINANCIAL STATEMENTS
American Skandia Life Assurance Corportation Variable Account E

The  statements  which  follow in Appendix A are those of American  Skandia Life
Assurance  Corporation  Variable  Account E as of December  31, 1998 and for the
periods ended December 31, 1998 and 1997. There are other Sub-accounts  included
in Variable  Account E that are not  available  in the product  described in the
applicable prospectus.

To  the  extent  and  only  to the  extent  that  any  statement  in a  document
incorporated  by reference  into this  Statement of  Additional  Information  is
modified  or  superseded  by  a  statement  in  this   Statement  of  Additional
Information  or in a later-filed  document,  such  statement is hereby deemed so
modified or superseded and not part of this Statement of Additional Information.

We furnish you without charge a copy of any or all the documents incorporated by
reference in this Statement of Additional Information, including any exhibits to
such documents which have been specifically  incorporated by reference. We do so
upon receipt of your  written or oral  request.  Please  address your request to
American Skandia Life Assurance Corporation,  Attention: Galaxy Annuity Customer
Service,  P.O.  Box 883,  Shelton,  Connecticut,  06484.  Our  phone  number  is
1-800-444-3970.  You may  also  forward  such a  request  electronically  to our
Customer Service Department at [email protected].


                                   APPENDIX A

      Financial Statements for American Skandia Life Assurance Corporation
                               Variable Account E



                                                           American Skandia Life
                                                           Assurance Corporation

                                                              Variable Account E

                                          Years ended December 31, 1998 and 1997



<PAGE>








                          Independent Auditor's Report


To the Contractowners of
    American Skandia Life Assurance Corporation
    Variable Account E and the
    Board of Directors and Shareholder of
    American Skandia Life Assurance Corporation
Shelton, Connecticut

We  have  audited  the  accompanying   statement  of  assets,   liabilities  and
contractowners'  equity  of the  four  sub-accounts  of  American  Skandia  Life
Assurance  Corporation Variable Account E, referred to in Note 1, as of December
31, 1998, the related  statement of operations for the year then ended,  and the
statements  of changes in net assets for the years ended  December  31, 1998 and
1997.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of the four  sub-accounts  of
American Skandia Life Assurance  Corporation  Variable Account E, referred to in
Note 1, at December 31, 1998, the results of their  operations for the year then
ended, and their changes in net assets for the years ended December 31, 1998 and
1997 in conformity with generally accepted accounting principles.



/s/Ernst & Young LLP


Hartford, Connecticut
February 20, 1999





AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARAIBLE ACCOUNT E
STATEMENT OF ASSETS, LIABILITIES, AND CONTRACTOWNERS' EQUITY
AS OF DECEMBER 31, 1998



- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                  ASSETS

<S>                        <C>                                             <C> 
Investment in mutual funds at market value ( Note 2 ):
      Galaxy VIP Funds (GAL):
            Money Market Fund - 7,651,972 shares ( cost $7,651,972)             $ 7,651,972
            Equity Fund - 2,446,468 shares ( cost $31,953,508)                   46,972,182
            High Quality Bond Fund - 1,053,624 shares ( cost $10,538,973)        11,273,779
            Asset Allocation Fund - 1,300,588 shares ( cost $16,036,609)         21,186,572
                                                                           -----------------
                          Total Invested Assets                                $ 87,084,505


Receivable from The Galaxy VIP Funds                                                  8,744
                                                                           -----------------
                          Total Receivables                                         $ 8,744


                                                                           =================
                          Total Assets                                         $ 87,093,249
                                                                           =================

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

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARAIBLE ACCOUNT E
STATEMENT OF ASSETS, LIABILITIES, AND CONTRACTOWNERS' EQUITY
AS OF DECEMBER 31, 1998


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                               LIABILITIES

<S>                       <C>                                                   <C>                 <C>    
Payable to American Skandia Life Assurance Corporation                                                     $ 8,741
                                                                                                    ---------------
                          Total Liabilities                                                                $ 8,741


                                NET ASSETS
                                                                                             Unit
Contractowners' Equity                                                          Units        Value
       GAL - Money Market Fund                                                      607,600   12.59      7,651,972
       GAL - Equity Fund                                                          1,853,943   25.34     46,972,185
       GAL - High Quality Bond Fund                                                 777,739   14.50     11,273,779
       GAL - Asset Allocation Fund                                                1,026,113   20.65     21,186,572
                                                                                                    ---------------
                          Total Contractowner's Equity                                                $ 87,084,508

                                                                                                    ===============
                          Total Liabilities and Contractowner's Equity                                $ 87,093,249
                                                                                                    ===============
</TABLE>
        
- --------------------------------------------------------------------------------
See Notes tdo Financial Statements.


AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT E
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<CAPTION>

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


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

                                                                                                  GAL         GAL          GAL
                                                                                                 Money       Equity    High Quality
                                                                                  Total         Market        Fund         Bond
                                                                            --------------------------------------------------------

INVESTMENT INCOME:
<S>   <C>                                                                         <C>           <C>          <C>          <C> 
   Income
      Dividends                                                                   $ 1,782,999   $ 445,653    $ 300,823    $ 507,651
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees (Note 6)            (473,539)    (53,461)    (250,445)     (51,583)
                                                                            --------------------------------------------------------
NET INVESTMENT INCOME                                                               1,309,460     392,192       50,378      456,068
                                                                            --------------------------------------------------------

REALIZED GAIN ON INVESTMENTS:
   Proceeds from Sales                                                             13,735,932   5,104,500    5,406,857      746,350
   Cost of Securities Sold                                                          9,964,925   5,104,500    2,466,409      722,265

                                                                            --------------------------------------------------------
       Net Gain                                                                     3,771,007           -    2,940,448       24,085
   Capital Gain Distributions Received                                              9,534,739           -    9,188,929            -
                                                                            --------------------------------------------------------

NET REALIZED GAIN                                                                  13,305,746           -   12,129,377       24,085
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                             22,148,612           -   18,054,955      417,400
   End of Period                                                                   20,903,443           -   15,018,674      734,806
                                                                            --------------------------------------------------------

NET UNREALIZED GAIN (LOSS)                                                         (1,245,169)          -   (3,036,281)     317,406
                                                                            --------------------------------------------------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                             $ 13,370,037   $ 392,192  $ 9,143,474    $ 797,559
                                                                            ========================================================


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


                                                                                                  GAL
                                                                                                 Asset
                                                                                              Allocation
                                                                                              ------------

INVESTMENT INCOME:
<S>   <C>                                                                                     <C>   
   Income
      Dividends                                                                                 $ 528,872
   Expenses
      Mortality and Expense Risk Charges and Administrative Fees (Note 6)                        (118,050)
                                                                                              ------------
NET INVESTMENT INCOME                                                                             410,822
                                                                                              ------------

REALIZED GAIN ON INVESTMENTS:
   Proceeds from Sales                                                                          2,478,225
   Cost of Securities Sold                                                                      1,671,751

                                                                                              ------------
       Net Gain                                                                                   806,474
   Capital Gain Distributions Received                                                            345,810
                                                                                              ------------

NET REALIZED GAIN                                                                               1,152,284
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Beginning of Period                                                                          3,676,257
   End of Period                                                                                5,149,963
                                                                                              ------------

NET UNREALIZED GAIN (LOSS)                                                                      1,473,706
                                                                                              ------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                          $ 3,036,812
                                                                                              ============


- ----------------------------------------------------------------------------                  ------------
See Notes to Financial Statements.
</TABLE>


AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT E
STATEMENTS OF CHANGES IN NET ASSETS





<TABLE>
<CAPTION>
                                                                                                   Gal
                                                                Total                          Money Market
                                                             Year Ended        Year Ended       Year Ended      Year Ended
                                                             ----------        ----------       ----------      ----------
                                                            Dec. 31, 1998    Dec. 31, 1997    Dec. 31, 1998   Dec. 31, 1997
                                                            -------------    -------------    -------------   -------------

INCREASE (DECREASE) IN NET ASSETS:

<S>  <C>                                                       <C>              <C>               <C>             <C>
OPERATIONS:
     Net Investment Income                                     $  1,309,460     $  1,514,644      $   392,192     $  458,285
     Net Realized Gain (Loss)                                                                                  
                                                                 13,305,746        3,383,218                -              -
     Net Unrealized Gain (Loss) On Investments                                                                 
                                                                (1,245,169)        8,545,112                -              -
                                                                ----------         ---------                                

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                                                                        
                                                                 13,370,037       13,442,974          392,192        458,285
                                                                 ----------       ----------          -------        -------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                                        
                                                                  4,162,192        5,780,856        1,648,893      3,099,665
     Net Transfers Between Sub-accounts                                                                        
                                                                          -                -          325,376      (637,719)
     Surrenders                                                                                                
                                                               (10,119,757)     (11,156,508)      (4,693,314)    (4,553,543)
                                                               -----------      -----------       ----------     ---------- 

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                                                                        
                                                                (5,957,565)      (5,375,652)      (2,719,045)    (2,091,597)
                                                                ----------       ----------       ----------     ---------- 

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                                        
                                                                  7,412,472        8,067,322      (2,326,853)    (1,633,312)
                                                                  ---------        ---------      ----------     ---------- 

NET ASSETS:
     Beginning of Period                                                                                       
                                                                 79,672,036       71,604,714        9,978,825     11,612,137
                                                                 ----------       ----------        ---------     ----------
     End of Period                                             $ 87,084,508    $  79,672,036     $  7,651,972    $ 9,978,825
                                                               ============    =============     ============    ===========
</TABLE>








<TABLE>
<CAPTION>
                                                                         GAL                               GAL
                                                                        Equity                      High Quality Bond
                                                                        ------                      -----------------
                                                             Year Ended        Year Ended       Year Ended      Year Ended
                                                            Dec. 31, 1998    Dec. 31, 1997    Dec. 31, 1998   Dec. 31, 1997
                                                            -------------    -------------    -------------   -------------

INCREASE (DECREASE) IN NET ASSETS:

<S>  <C>                                                        <C>              <C>              <C>             <C> 
OPERATIONS:
     Net Investment Income                                      $    50,378      $   223,036      $   456,068     $  454,880
     Net Realized Gain (Loss)                                                                                  
                                                                 12,129,377        1,598,025           24,085       (49,593)
     Net Unrealized Gain (Loss) On Investments                                                                 
                                                                (3,036,281)        7,450,956          317,406        315,435
                                                                ----------         ---------          -------        -------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                                                                        
                                                                  9,143,474        9,272,017          797,559        720,722
                                                                  ---------        ---------          -------        -------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                                                        
                                                                    740,077        1,034,927          214,982        187,383
     Net Transfers Between Sub-accounts                                                                        
                                                                (1,589,271)          360,601        1,868,989         89,135
     Surrenders                                                                                                
                                                                (3,257,916)      (3,426,996)        (495,086)    (1,161,702)
                                                                ----------       ----------         --------     ---------- 

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                                                                        
                                                                (4,107,110)      (2,031,468)        1,588,885      (885,184)
                                                                ----------       ----------         ---------      -------- 

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                                        
                                                                  5,036,364        7,240,549        2,386,444      (164,462)
                                                                  ---------        ---------        ---------      -------- 

NET ASSETS:
     Beginning of Period                                                                                       
                                                                 41,935,821       34,695,272        8,887,335      9,051,797
                                                                 ----------       ----------        ---------      ---------
     End of Period                                             $ 46,972,185    $  41,935,821     $ 11,273,779    $ 8,887,335
                                                               ============    =============     ============    ===========
</TABLE>








<TABLE>
<CAPTION>
                                                                         GAL
                                                                   Asset Allocation
                                                                   ----------------
                                                             Year Ended        Year Ended
                                                            Dec. 31, 1998    Dec. 31, 1997
                                                            -------------    -------------

INCREASE (DECREASE) IN NET ASSETS:

<S>  <C>                                                        <C>              <C> 
OPERATIONS:
     Net Investment Income                                      $   410,822      $   378,443
     Net Realized Gain (Loss)                                                
                                                                  1,152,284        1,834,787
     Net Unrealized Gain (Loss) On Investments                               
                                                                  1,473,706          778,721
                                                                  ---------          -------

     Net Increase (Decrease) In Net Assets Resulting
        From Operations                                                      
                                                                  3,036,812        2,991,951
                                                                  ---------        ---------

CAPITAL SHARE TRANSACTIONS:
     Transfers of Annuity Fund Deposits                                      
                                                                  1,558,240        1,458,880
     Net Transfers Between Sub-accounts                                      
                                                                  (605,094)          187,984
     Surrenders                                                              
                                                                (1,673,441)      (2,014,268)
                                                                ----------       ---------- 

     Net Increase (Decrease) In Net Assets Resulting
        From Capital Share Transactions                                      
                                                                  (720,295)        (367,404)
                                                                  --------         -------- 

TOTAL INCREASE (DECREASE) IN NET ASSETS                                      
                                                                  2,316,517        2,624,547
                                                                  ---------        ---------

NET ASSETS:
     Beginning of Period                                                     
                                                                 18,870,055       16,245,508
                                                                 ----------       ----------
     End of Period                                             $ 21,186,572    $  18,870,055
                                                               ============    =============


See Notes to Financial Statements.
</TABLE>


AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT E
<TABLE>
<CAPTION>

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------

   <S>                                                         <C>    <C>              
   1. ORGANIZATION
                                                               Under  current  laws,  American  Skandia  may  incur
   American Skandia Life Assurance  Corporation  Variable      state  and  local   income  taxes  (in  addition  to
   Account E (the  "Account")  is a  separate  investment      premium  tax) in several  states.  The Company  does
   account   of   American    Skandia   Life    Assurance      not  anticipate  that  these  will  be  significant.
   Corporation  ("American  Skandia" or  "Company").  The      However,  American  Skandia may make  charges to the
   Account   is   registered   with  the  SEC  under  the      Account in the event that the amount of these  taxes
   Investment  Company  Act of 1940 as a unit  investment      change.
   trust.  The Account  commenced  operations  January 8,
   1993.                                                       5.    DIVERSIFICATION REQUIREMENTS

   As of December  31,  1998,  the Account  consisted  of      Section   817(h)  of  the   Internal   Revenue  Code
   four  sub-accounts,  each of which  invests  only in a      provides that a variable annuity contract,  in order
   single corresponding  portfolio of the Galaxy VIP Fund      to qualify as an annuity,  must have an  "adequately
   (the "Trust").  Fleet Investment  Advisors Inc. is the      diversified"  segregated  asset  account  (including
   advisor  for  the  Galaxy  VIP  fund.  The  investment      investments  in a  mutual  fund  by  the  segregated
   advisor is paid a fee by the above mentioned Trust.         asset  account of the insurance  companies).  If the
                                                               diversification   requirements  under  the  Internal
   2. VALUATION OF INVESTMENTS                                 Revenue  Code  are not met  and the  annuity  is not
                                                               treated as an annuity,  the taxpayer will be subject
   The   market   value   of  the   investments   in  the      to income  tax on the annual  gain in the  contract.
   sub-accounts  is based on the net asset  values of the      The Treasury Department's  regulations prescribe the
   Fund  Shares  held at the end of the  current  period.      diversification  requirements  for variable  annuity
   Transactions  are  accounted for on the trade date and      contracts.  We believe  the  underlying  mutual fund
   dividend  income is  recognized  on an accrual  basis.      portfolios   complied   with  the   terms  of  these
   Realized gains and losses on sales of investments  are      regulations.
   determined on a first-in first-out basis.
                                                               6.    CONTRACT CHARGES
   3. ESTIMATES
                                                               The following  contract charges are paid to American
   The preparation of financial  statements in conformity      Skandia which  provides  administrative  services to
   with   generally   accepted   accounting    principles      the Account:
   requires   that    management   make   estimates   and
   assumptions   that  affect  the  reported  amounts  of      Mortality  and Expense Risk Charges - Charged  daily
   assets and  liabilities  at the date of the  financial      against  the  Account  at an annual  rate of .40% of
   statements  and the  reported  amounts of revenues and      the net assets.
   expenses during the reporting  period.  Actual results
   could differ from these estimates.                          Administration  Fee  -  Charged  daily  against  the
                                                               Account  at an  annual  rate  of  .15%  of  the  net
  4.  INCOME TAXES                                             assets.

  American  Skandia  does not expect to incur any federal      A Maintenance  fee equaling the smaller of $30 or 2%
  income tax liability on earnings,  or realized  capital      of   contract    value   is   deducted   from   each
  gains  attributable  to  the  Account,   therefore,  no      contractowner  account  at the end of each  contract
  charges  for  federal   income   taxes  are   currently      year and upon  surrender  if  contract  value at the
  deducted   from  the  Account.   If  American   Skandia      valuation  period  such fee is  payable is less than
  incurs  income taxes  attributable  to the Account,  or      $50,000.
  determines  that such  taxes will be  incurred,  it may
  make a charge for such taxes against the Account.






AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

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

7.   YEAR 2000 COMPLIANCE (UNAUDITED)                             Information Technology Systems

     The Company is continuing  its ongoing  assessment of        American  Skandia is a relatively  young  company
     the  potential  impact  of the  Year  2000  issue  on        whose internally  developed systems were designed
     various  aspects  of  its  business.   The  Company's        from the start with four digit  year  codes.  The
     computer   support  is  provided  by  its  affiliate,        Company    engaged   an   external    information
     American Skandia Information  Services and Technology        technology    specialist   to   review   American
     Corporation,  which also  provides  such  support for        Skandia's   operating   systems  and   internally
     the  Company's  affiliated  broker-dealer,   American        developed    software.    The    assessment   was
     Skandia  Marketing,  Incorporated,  and the Company's        completed  in December  1997 and the results were
     affiliated   investment   advisory   firm,   American        favorable.     Specific     modifications    were
     Skandia Investment  Services,  Incorporated.  Because        suggested,  evaluated  and  implemented  for  the
     of  the  nature  of  the  Company's   business,   any        annuity  administration  system. This project was
     assessment of the  potential  impact of the year 2000        completed   during  1998  and  a  certificate  of
     issues on the Company  must be an  assessment  of the        compliance    has    been     received.     Other
     potential   impact  of  these  issues  on  all  these        non-critical  internally  developed  applications
     companies,  which are  referred to below as "American        in the  client/server  area have  already been or
     Skandia.                                                    will  be  remediated   during  1999.   The  costs
                                                                  associated   with   this   aspect  of  Year  2000
     Business Partners                                            compliance  have not had, and are not expected to
                                                                  have,  a  significant  impact  on  the  Company's
     Management  believes  the Company is most  vulnerable        results from operations.
     in  its   interfaces   with   computer   systems   of
     investment   managers,   sub-advisors,   third  party        Suppliers and Non-Information Technology Systems
     administrators,    vendors    and   other    business
     partners.  The inability to properly  recognize  date        Like most companies,  American Skandia is reliant
     sensitive  electronic  information  and transfer data        on  network,  and desktop  operating  systems and
     between   systems   could  cause  errors  or  even  a        software  providers to release compliant versions
     complete  systems  failure  which  would  result in a        of their respective  systems.  American Skandia's
     temporary    inability   to   process    transactions        network is currently at the most compliant  level
     correctly or engage in normal business activities.           available.  The standard  desktop  software  will
                                                                  be replaced,  as fully compliant  versions become
     The American  Skandia  deferred  annuity  operational        available.  In  addition,  the  Company is in the
     business    partners   report   that   all   critical        process   of   contacting   the   non-information
     interfaces  are Year 2000  compliant.  All investment        systems  vendors and  suppliers  regarding  their
     managers  and   sub-advisors   are  required  by  the        Year 2000  compliance  status and will factor the
     Securities   and  Exchange   Commission  to  publicly        results   of   these    assessments    into   its
     disclose  their Year 2000 status in December 1998 and        contingency plans.
     June 1999.
                                                                  Management  believes it has an effective  program
     American Skandia has initiated formal  communications        in place to  resolve  the  Year  2000  issue in a
     with    parties    that    provide     third    party        timely   manner.   However,   should   errors  or
     administration,  record keeping and trust services in        disruptions  in  computer   service  occur,   the
     connection  with its  life  insurance  and  qualified        Company  could realize  losses.  Given the nature
     retirement  plan annuities  business.  Management has        and  uncertainty  of  such  losses,  the  amounts
     already  received  several  written  assurances  that        cannot be reasonably determined.
     these  firms  will  be  Year  2000   compliant.   The
     Company  expects  to  have  certifications  from  all
     remaining  parties by July 1999.  American Skandia is
     currently  developing  contingency plans in the event
     that these targets are not met.
</TABLE>

AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
8.   CHANGES IN THE UNITS OUTSTANDING


                                                                  GAL                                  GAL
                                                             Money Market                            Equity
                                                              Year Ended         Year Ended        Year Ended        Year Ended
                                                             Dec. 31, 1998      Dec. 31, 1997     Dec. 31, 1998    Dec. 31, 1997
<S>                                                                 <C>              <C>                <C>             <C>      
Units Outstanding Beginning of the Period                             827,966         1,006,007         2,033,164        2,136,942
Units Purchased                                                       132,539           254,302            32,009           57,077
Units Transferred Between Sub-accounts                                 25,631          (54,838)          (64,942)           20,778
Units Surrendered                                                   (378,536)         (377,505)         (146,288)        (181,633)
Units Outstanding End of the Period                                   607,600           827,966         1,853,943        2,033,164





8.   CHANGES IN THE UNITS OUTSTANDING


                                                                  GAL                         GAL
                                                           High Quality Bond           Asset Allocation
                                                              Year Ended         Year Ended        Year Ended
                                                             Dec. 31, 1998      Dec. 31, 1998     Dec. 31, 1997
Units Outstanding Beginning of the Period                             668,832         1,062,839         1,083,176
Units Purchased                                                        15,530            80,778            88,637
Units Transferred Between Sub-accounts                                128,160          (31,913)            12,885
Units Surrendered                                                    (34,783)          (85,591)         (121,859)
Units Outstanding End of the Period                                   777,739         1,026,113         1,062,839

</TABLE>


AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
VARIABLE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

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


<TABLE>
<CAPTION>
9.  SECURITIES TRANSACTIONS

Purchases and sales of securities, other than short-term securities, for the year
ended December 31, 1998 were as follows:

                                                           Purchases            Sales
                                                     ----------------------------------------
<S>                                                        <C>                 <C>          
GAL - Money Market                                         $    2,777,666      $   5,104,500
GAL - Equity Fund                                                          
                                                               10,539,054          5,406,857
GAL - High Quality Bond                                                    
                                                                2,791,303            746,350
GAL - Asset Allocation                                                     
                                                                2,514,561          2,478,225

                                                     ========================================
                                                           $   18,622,584     $   13,735,932
                                                     ========================================
</TABLE>




















                                     PART C

                                OTHER INFORMATION


<PAGE>



Item 24.  Financial Statements and Exhibits:

(a)      All  financial  statements  are included in Part B of the  Registration
         Statement.

(b)      Exhibits are attached as indicated.

(1)               Copy of the  resolution of the board of directors of Depositor
                  authorizing the  establishment  of the Registrant for Separate
                  Account E (previously  filed in Pre-Effective  Amendment No. 1
                  to this Registration Statement,  filed August 19, 1992). FILED
                  VIA EDGAR with Post-Effective Amendment No. 12 to Registration
                  Statement No. 33-47976, filed April 27, 1998.

(2)      Not applicable.  American Skandia Life Assurance  Corporation maintains
         custody of all assets.

(3)      (a) Form of Revised Principal  Underwriting  Agreement between American
         Skandia Life  Assurance  Corporation  and American  Skandia  Marketing,
         Incorporated,   formerly   Skandia   Life  Equity   Sales   Corporation
         (previously filed in Pre-Effective Amendment No. 1 to this Registration
         Statement,  filed August 19, 1992). FILED VIA EDGAR with Post-Effective
         Amendment No. 12 to Registration  Statement No.  33-47976,  filed April
         27, 1998.

         (b)  Form  of   Revised   Dealer   Agreement   filed  via  EDGAR   with
         Post-Effective  Amendment No. 7 to Registration Statement No. 33-87010,
         filed April 24, 1998.

(4)      Copy of the form of the  Annuity  (previously  filed in  Post-Effective
         Amendment No. 7 to this Registration Statement,  filed March 10, 1994).
         FILED VIA EDGAR with  Post-Effective  Amendment No. 12 to  Registration
         Statement No. 33-47976, filed April 27, 1998.

(5)      A copy of the application form used with the annuity  (previously filed
         in Post-Effective No. 8 to this Registration Statement,  filed February
         22,  1995).  FILED VIA EDGAR with  Post-Effective  Amendment  No. 12 to
         Registration Statement No. 33-47976, filed April 27, 1998.

(6)      (a) Copy of the certificate of  incorporation  of American Skandia Life
         Assurance Corporation filed via EDGAR with Post-Effective Amendment No.
         6 to Registration Statement No. 33-87010, filed March 2, 1998.

         (b) Copy of the By-Laws of American Skandia Life Assurance  Corporation
         filed via EDGAR with  Post-Effective  Amendment  No. 6 to  Registration
         Statement No. 33-87010, filed March 2, 1998.

(7)      Not applicable.

(8)      Agreement  between  Depositor and Galaxy VIP Fund (previously  filed in
         Post-Effective  No. 7 to this Registration  Statement,  filed March 10,
         1994)  Filed  via  EDGAR  with   Post-Effective   Amendment  No.  3  to
         Registration Statement No. 33-88362, filed April 27, 1998.

(9)      Opinion and consent of Werner & Kennedy.                 FILED HEREWITH

(10)     (a)  Consent of Ernst & Young LLP.                       FILED HEREWITH
         (b)  Consent of Deloitte & Touche LLP.                   FILED HEREWITH

(11)     Not applicable.

(12)     Not applicable.

(13)     Calculation of Performance Information for Advertisement of Performance
         filed  via  EDGAR  with   Post-Effective   Amendment  No.  11  to  this
         Registration Statement 33-47976, filed April 29, 1997.

(14)Financial Data Schedule                                       FILED HEREWITH

- --------------------------------------------------------------------------------
Item 25. Directors and Officers of the Depositor:  The Directors and Officers of
the Depositor are shown in Part A.

Item 26.  Persons  Controlled  by or Under Common  Control with the Depositor or
Registrant:  The Depositor  does not directly or indirectly  control any person.
The  following  persons are under common  control with the Depositor by American
Skandia Investment Holding Corporation:

     (1) American  Skandia  Information  Services  and  Technology   Corporation
         ("ASIST"): The organization is a general business corporation organized
         in the State of  Delaware.  Its primary  purpose is to provide  various
         types of business services to American Skandia Holding  Corporation and
         all  of  its  subsidiaries   including  computer  systems  acquisition,
         development and maintenance,  human resources acquisition,  development
         and management, accounting and financial reporting services and general
         office services.

     (2) American   Skandia   Marketing,   Incorporated   ("ASM,   Inc."):   The
         organization is a general business  corporation  organized in the State
         of  Delaware.  It was formed  primarily  for the purpose of acting as a
         broker-dealer in securities.  It acts as the principal "underwriter" of
         annuity  contracts  deemed  to  be  securities,   as  required  by  the
         Securities and Exchange Commission,  which insurance policies are to be
         issued by American  Skandia  Life  Assurance  Corporation.  It provides
         securities  law  supervisory  services in relation to the  marketing of
         those  products  of  American   Skandia  Life   Assurance   Corporation
         registered as securities. It also may provide such services in relation
         to marketing of certain  public mutual funds.  It also has the power to
         carry on a general financial,  securities,  distribution,  advisory, or
         investment  advisory business;  to act as a general agent or broker for
         insurance  companies and to render advisory,  managerial,  research and
         consulting services for maintaining and improving managerial efficiency
         and operation.

     (3) American  Skandia  Investment  Services,  Incorporated  ("ASISI"):  The
         organization is a general business  corporation  organized in the state
         of Connecticut.  The  organization is authorized to provide  investment
         service  and  investment  management  advice  in  connection  with  the
         purchasing,  selling,  holding or  exchanging  of  securities  or other
         assets to  insurance  companies,  insurance-related  companies,  mutual
         funds or  business  trusts.  It's  primary  role is  expected  to be as
         investment  manager  for  certain  mutual  funds  to be made  available
         primarily through the variable  insurance  products of American Skandia
         Life Assurance Corporation.

     (4) Skandia  Vida:   This  subsidiary   American   Skandia  Life  Assurance
         Corporation was organized in March, 1995, and began operations in July,
         1995. It offers  investment  oriented life insurance  products designed
         for long-term savings through independent banks and brokers.

Item 27. Number of Contract  Owners:  As of December 31, 1998,  there were 1,479
owners of Annuities.

Item 28.  Indemnification:  Under  Section  33-320a of the  Connecticut  General
Statutes,  the Depositor must indemnify a director or officer against judgments,
fines,  penalties,  amounts paid in settlement and reasonable expenses including
attorneys'  fees, for actions brought or threatened to be brought against him in
his  capacity  as a  director  or officer  when  certain  disinterested  parties
determine that he acted in good faith and in a manner he reasonably  believed to
be in the best interests of the Depositor. In any criminal action or proceeding,
it also must be determined that the director or officer had no reason to believe
his conduct was unlawful.  The director or officer must also be indemnified when
he  is  successful  on  the  merits  in  the  defense  of  a  proceeding  or  in
circumstances where a court determines that he is fairly and reasonably entitled
to be indemnified,  and the court approves the amount. In shareholder derivative
suits,  the  director or officer must be finally  adjudged not to have  breached
this duty to the  Depositor  or a court  must  determine  that he is fairly  and
reasonably  entitled to be indemnified  and must approve the amount.  In a claim
based upon the  director's  or  officer's  purchase or sale of the  Registrant's
securities,  the director or officer may obtain  indemnification only if a court
determines that, in view of all the  circumstances,  he is fairly and reasonably
entitled  to be  indemnified  and  then  for  such  amount  as the  court  shall
determine.  The By-Laws of American Skandia Life Assurance Corporation ("ASLAC")
also provide directors and officers with rights of  indemnification,  consistent
with Connecticut Law.

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

Directors and officers of ASLAC and ASM, Inc. can also be  indemnified  pursuant
to indemnity  agreements  between each director and officer and American Skandia
Investment Holding  Corporation,  a corporation  organized under the laws of the
State of Delaware.  The  provisions of the  indemnity  agreement are governed by
Section 45 of the General Corporation Law of the State of Delaware.

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

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

<TABLE>
<CAPTION>
Item 29.  Principal Underwriters:

(a)      At present, ASM, Inc. acts as principal underwriter only for annuities to be issued by ASLAC.

(b)      Directors and officers of ASM, Inc.

<S>                                                                             <C>  
Name and Principal Business Address                                             Position and Offices with Underwriter

Patricia J. Abram                                                               Senior Vice President and National
American Skandia Life Assurance Corporation                                     Sales Manager, Variable Life
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Gordon C. Boronow                                                               Deputy Chief Executive Officer
American Skandia Life Assurance Corporation                                     and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Kimberly A. Bradshaw                                                            Vice President, National Sales
American Skandia Life Assurance Corporation                                     Manager/Qualified Plans
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Robert Brinkman                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Jan R. Carendi                                                                  Chairman of the Board
American Skandia Life Assurance Corporation                                     of Directors and
One Corporate Drive, P.O. Box 883                                               Chief Executive Officer
Shelton, Connecticut  06484-0883

Y.K. Chan                                                                       Senior Vice President and
American Skandia Life Assurance Corporation                                     Chief Information Officer
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Kathleen A. Chapman                                                             Assistant Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Lucinda C. Ciccarello                                                           Vice President, Mutual Funds
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Wade A. Dokken                                                                  President and Deputy Chief
American Skandia Life Assurance Corporation                                     Executive Officer and
One Corporate Drive, P.O. Box 883                                               Director
Shelton, Connecticut  06484-0883

Ian Kennedy                                                                     Senior Vice President,
American Skandia Life Assurance Corporation                                     Customer Service
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Lawrence Kudlow                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     Chief Economist
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

N. David Kuperstock                                                             Vice President, Product Development
American Skandia Life Assurance Corporation                                     and Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Thomas M. Mazzaferro                                                            Executive Vice President,
American Skandia Life Assurance Corporation                                     Chief Financial Officer
One Corporate Drive, P.O. Box 883                                               and Director
Shelton, Connecticut  06484-0883

Eileen S. McCann                                                                Vice President,
American Skandia Life Assurance Corporation                                     Key Accounts Marketing
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

David R. Monroe                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     Treasurer and
One Corporate Drive, P.O. Box 883                                               Corporate Controller
Shelton, Connecticut  06484-0883

Michael A. Murray                                                               Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager/
One Corporate Drive, P.O. Box 883                                               American Skandia Advisor Funds
Shelton, Connecticut  06484-0883

Brian O'Connor                                                                  Vice President, National Sales
American Skandia Life Assurance Corporation                                     Manager, Internal Wholesaling
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

M. Patricia Paez                                                                Director
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

M. Priscilla Pannell                                                            Corporate Secretary
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Kathleen A. Pritchard                                                           Vice President,
American Skandia Life Assurance Corporation                                     National Key Accounts/
One Corporate Drive, P.O. Box 883                                               Financial Institutions
Shelton, Connecticut  06484-0883

Hayward L. Sawyer                                                               Executive Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager
One Corporate Drive, P.O. Box 883                                               and Director
Shelton, Connecticut  06484-0883

Anders O. Soderstrom                                                            Executive Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Leslie S. Sutherland                                                            Vice President,
American Skandia Life Assurance Corporation                                     National Key Accounts Manager
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Amanda C. Sutyak                                                                Vice President
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Christian Thwaites                                                              Senior Vice President,
American Skandia Life Assurance Corporation                                     National Marketing Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Mary Toumpas                                                                    Vice President and
American Skandia Life Assurance Corporation                                     Compliance Director
One Corporate Drive, P.O. Box 883
Shelton, Connecticut  06484-0883

Bayard F. Tracy                                                                 Senior Vice President,
American Skandia Life Assurance Corporation                                     National Sales Manager and
One Corporate Drive, P.O. Box 883                                               Director
Shelton, Connecticut  06484-0883

Deborah G. Ullman                                                               Senior Vice President and
American Skandia Life Assurance Corporation                                     Chief Operating Officer,
One Corporate Drive, P.O. Box 883                                               Finance and Business Operations
Shelton, Connecticut  06484-0883
</TABLE>




Item 30.  Location of Accounts and Records:  Accounts and records are maintained
by ASLAC at its principal office in Shelton, Connecticut.

Item 31.  Management Services:  None

Item 32.  Undertakings:

(a)  Registrant  hereby  undertakes to file a  post-effective  amendment to this
Registration  Statement as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than 16 months
old so  long as  payments  under  the  annuity  contracts  may be  accepted  and
allocated to the Sub-accounts of Separate Account E.

(b) Registrant hereby undertakes to include either (1) as part of any enrollment
form or application to purchase a contract  offered by the  prospectus,  a space
that an applicant  or enrollee  can check to request a Statement  of  Additional
Information,  or (2) a post card or similar written  communication affixed to or
included in the prospectus that the applicant can remove to send for a Statement
of Additional Information.

(c)  Registrant  hereby  undertakes  to  deliver  any  Statement  of  Additional
Information  and any financial  statements  required to be made available  under
this form promptly upon written or oral request.

(d) American Skandia Life Assurance Corporation  ("Depositor") hereby represents
that the aggregate  fees and charges under the annuity  contracts are reasonable
in relation to the services  rendered,  the expenses expected to be incurred and
the risks assumed by the Depositor.



                                    EXHIBITS

         As noted in Item 24 (b), various exhibits are incorporated by reference
         or are not applicable. The exhibits included are as follows:

         No. 9    Opinion and consent of Werner & Kennedy

         No. 10   (a)  Consent of Ernst & Young LLP.
                  (b)  Consent of Deloitte & Touche LLP

         No. 14   Financial Data Schedule







                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(b) for  effectiveness of the Registration  Statement and
has duly caused this  Registration  Statement to be signed on its behalf, in the
Town of Shelton and State of Connecticut, on this 27th day of April, 1999.

         AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT E
                                  
                 By: American Skandia Life Assurance Corporation

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

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
                                    Depositor

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


As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following persons in the capacities and on the date indicated.

<TABLE>
 <CAPTION>
<S>    <C>                 <C>                                                         <C>    
           Signature                            Title                                       Date
                                              (Principal Executive Officer)

           Jan R. Carendi*                  Chief Executive Officer,                 April 27, 1999
           Jan R. Carendi                   Chairman of the Board and Director

                                              (Principal Financial Officer)


       /s/ Thomas M. Mazzaferro                Executive Vice President and          April 27, 1999
             Thomas M. Mazzaferro              Chief Financial Officer

                                             (Principal Accounting Officer)

       /s/ David R. Monroe                  Senior Vice President, Treasurer         April 27, 199
            David R. Monroe                 and Corporate Controller

                                                         (Board of Directors)


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

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

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

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

                                            Nancy F. Brunetti*                                                                  
                                              Nancy F. Brunetti                                      

                                     *By: /s/ Kathleen A. Chapman
                                              Kathleen A. Chapman

<FN>
     *Pursuant to Powers of Attorney  filed with Initial Registration Statement No. 333-25733
        
</FN>
</TABLE>



(212) 408-6900







                                                              April 23, 1999

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

     Re:  Post-effective Amendment No. 13 to Form N-4 filed by American Skandia
          Life Assurance Corporation, Depositor, and American Skandia Life
          Assurance Corporation Variable Account E,
          Registrant
          Registration No.:  33-47976
          Investment Company No.:  811-7260
          Our File No.  74877-00-101

Dear Mesdames and Messrs.:

         You have  requested  us, as general  counsel to American  Skandia  Life
Assurance Corporation ("American Skandia"),  to furnish you with this opinion in
connection with the above-referenced registration statement by American Skandia,
as Depositor, and American Skandia Life Assurance Corporation Variable Account E
("American Skandia Variable Account E") as Registrant,  under the Securities Act
of 1933,  as  amended,  and the  Investment  Company  Act of 1940,  as  amended,
Registration Statement No. 33-47976,  Investment Company Act No. 811-7260,  (the
"Registration   Statement")  of  a  certain   Variable   Annuity  Contract  (the
"Contract")  that will be issued by American  Skandia through  American  Skandia
Variable  Account E. We understand that the above  registration is a combination
registration with  Post-effective  Amendment No. 3 on Form S-2 filed by American
Skandia Life Assurance Corporation, Registrant, Registration No.: 333-02867.

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

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

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

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


American Skandia
Life Assurance Corporation
Page 2



         2      American  Skandia  Variable  Account E is validly  existing as a
                separate   account   pursuant  to  the  laws  of  the  State  of
                Connecticut.

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

         We represent that the above-referenced  Post-effective Amendment to the
Registration  Statement  does not  contain  disclosures  which  would  render it
ineligible to become effective pursuant to paragraph (b) of Rule 485.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
above-referenced  Registration  Statement of American  Skandia on Form N-4 under
the Securities Act of 1933, as amended,  and the Investment Company Act of 1940,
as amended,  and to the reference to our name under the heading "Legal  Experts"
included in the Registration Statement.


                                                     Very truly  yours,



                                                     /s/WERNER & KENNEDY



         G:legal/Andrea/FinalN4consentsGALAXY2




Gal 2





INDEPENDENT AUDITORS' CONSENT

We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report  dated  February  20,  1999  relating  to  American
Skandia Life Assurance Corporation included in the Registration  Statement (Form
N-4 No.  33-47976) and related  Prospectus,  which is part of this  Registration
Statement,  and to the use of our report  dated  February  20, 1999  relating to
American Skandia Life Assurance  Corporation Variable Account E appearing in the
Statement of  Additional  Information,  which is also part of this  Registration
Statement.

We also  consent  to  incorporation  by  reference  herein of our  report  dated
February 20, 1999 with respect to the financial  statements of American  Skandia
Life  Assurance  Corporation  for the  year  ended  December  31,  1998 and 1997
included in the Annual Report (Form 10-K) for 1998 filed with the Securities and
Exchange Commission.



                                                            /s/Ernst & Young LLP

Hartford, Connecticut
April 23, 1999




Galaxy

                                                                   Exhibit 10(b)






INDEPENDENT AUDITORS' CONSENT

We consent to the use in this  Post-effective  Amendment No. 13 to  Registration
Statement No. 33-47976 of American Skandia Life Assurance  Corporation  Variable
Account  E on  Form  N-4 of our  report  dated  March  10,  1997,  included  and
incorporated by reference in the Annual Report on Form 10-K of American  Skandia
Life Assurance  Corporation  for the year ended December 31, 1998, to the use of
our report  dated March 10, 1997  relating to American  Skandia  Life  Assurance
Corporation  appearing  in the  Prospectus,  which is part of this  Registration
Statement,  and to the reference to us under the heading "Independent  Auditors"
appearing in the Statement of Additional Information, which is also part of this
Registration Statement.


/s/Deloitte & Touche LLP
New York, New York
April 23, 1999



<TABLE> <S> <C>
                  
<ARTICLE>               7       
<MULTIPLIER>            1,000
<CURRENCY>              U.S Dollars
                                                                     
<S>                                 <C>
<PERIOD-TYPE>                        12-MOS
<FISCAL-YEAR-END>                    DEC-31-1998
<PERIOD-START>                       JAN-01-1998
<PERIOD-END>                         DEC-31-1998
<EXCHANGE-RATE>                                1
<DEBT-HELD-FOR-SALE>                     141,195
<DEBT-CARRYING-VALUE>                    149,484
<DEBT-MARKET-VALUE>                      149,575
<EQUITIES>                                 8,210
<MORTGAGE>                                     0
<REAL-ESTATE>                                  0
<TOTAL-INVEST>                           158,263
<CASH>                                    77,525
<RECOVER-REINSURE>                         4,191
<DEFERRED-ACQUISITION>                   721,507
<TOTAL-ASSETS>                        18,848,273 <F1>
<POLICY-LOSSES>                           63,053
<UNEARNED-PREMIUMS>                            0
<POLICY-OTHER>                                 0
<POLICY-HOLDER-FUNDS>                          0
<NOTES-PAYABLE>                          203,000
                          0
                                    0
<COMMON>                                   2,000
<OTHER-SE>                               248,417
<TOTAL-LIABILITY-AND-EQUITY>          18,848,273 <F2>
                                   874
<INVESTMENT-INCOME>                       11,130
<INVESTMENT-GAINS>                            99
<OTHER-INCOME>                           237,437 <F3>
<BENEFITS>                                (2,175)
<UNDERWRITING-AMORTIZATION>               86,628
<UNDERWRITING-OTHER>                      81,162
<INCOME-PRETAX>                           42,921
<INCOME-TAX>                               8,154
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                              34,767
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
<RESERVE-OPEN>                                 0
<PROVISION-CURRENT>                            0
<PROVISION-PRIOR>                              0
<PAYMENTS-CURRENT>                             0
<PAYMENTS-PRIOR>                               0
<RESERVE-CLOSE>                                0
<CUMULATIVE-DEFICIENCY>                        0
<FN>
<F1> Included in Total Assets are Assets Held in Separate Accounts of 
     $17,835,400.
<F2> Included in Total Liabilities and Equity are Liabilities Related to 
     Separate Accounts of $17,835,400.
<F3> Other income includes annuity charges and fees of $186,211 and fee 
     income of $50,839.
</FN>

                                                                 

</TABLE>


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